Columbia Funds Variable Series Trust II (Form: POS EX, Received: 05/15/2015 12:12:23)

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 46

As filed with the Securities and Exchange Commission on May 15, 2015.

Registration Nos. 333-146374

811-22127

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form N-1A

REGISTRATION STATEMENT

UNDER

and/or

REGISTRATION STATEMENT

UNDER


				*THE INVESTMENT COMPANY ACT OF 1940*			x
				Amendment No. 47			x

(Check Appropriate Box or Boxes)

COLUMBIA FUNDS VARIABLE SERIES TRUST II

(Exact Name of Registrant as Specified in Charter)

225 Franklin Street, Boston, Massachusetts 02110

(Address of Principal Executive Officers) (Zip Code)

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

Christopher O. Petersen, Esq.

c/o Columbia Management Investment Advisers, LLC

225 Franklin Street,

Boston, Massachusetts 02110

(Name and Address of Agent for Service)

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

This Post-Effective Amendment relates to all series of the Registrant except for Variable Portfolio - Mondrian International Small Cap Fund.

EXPLANATORY NOTE

This Post-Effective Amendment No. 46 to the Registration Statement on Form N-1A (File No. 333-146374) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 46 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 46 does not change the form of the prospectuses and Statement of Additional Information relating to Post-Effective Amendment No. 45 filed electronically on April 30, 2015 with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 46 shall become effective upon filing with the SEC.

PART C. OTHER INFORMATION

Item 28. Exhibits

(a)(1)

Amendment No. 1 to the Agreement and Declaration of Trust effective September 11, 2007, is incorporated by reference to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on September 28, 2007.

(a)(2)

Amendment No. 2 to the Agreement and Declaration of Trust effective April 9, 2008, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(2)), filed on April 21, 2008.

(a)(3)

Amendment No. 3 to the Agreement and Declaration of Trust effective January 8, 2009, is incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(3)), filed on April 29, 2009.

(a)(4)

Amendment No. 4 to the Agreement and Declaration of Trust effective January 14, 2010, is incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(4)), filed on April 14, 2010.

(a)(5)

Amendment No. 5 to the Agreement and Declaration of Trust effective April 6, 2010, is incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(5)), filed on April 29, 2010.

(a)(6)

Amendment No. 6 to the Agreement and Declaration of Trust effective November 11, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(6)), filed on April 29, 2011.

(a)(7)

Amendment No. 7 to the Agreement and Declaration of Trust effective January 11, 2011, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(7)), filed on April 29, 2011.

(a)(8)

Amendment No. 8 to the Agreement and Declaration of Trust effective September 15, 2011, is incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(8)), filed on March 2, 2012.

(a)(9)

Amendment No. 9 to the Agreement and Declaration of Trust effective January 12, 2012, is incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(9)), filed on March 2, 2012.

(a)(10)

Amendment No. 10 to the Agreement and Declaration of Trust effective June 14, 2012, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(10)), filed on April 26, 2013.

(a)(11)

Amendment No. 11 to the Agreement and Declaration of Trust effective September 13, 2012, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(11)), filed on April 26, 2013.

(a)(12)

Amendment No. 12 to the Agreement and Declaration of Trust effective January 16, 2013, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(12)), filed on April 26, 2013.

(a)(13)

Amendment No. 13 to the Agreement and Declaration of Trust effective April 17, 2013, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(13)), filed on April 26, 2013.

(a)(14)

Amendment No. 14 to the Agreement and Declaration of Trust effective April 11, 2014, is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(14)), filed on April 29, 2014.

(a)(15)

Amendment No. 15 to the Agreement and Declaration of Trust effective April 14, 2015, is filed herewith as Exhibit (a)(15) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(b)	By-laws, effective September 6, 2007, amended April 25, 2011, are incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (b)), filed on May 15, 2015.

(c)	Stock Certificate: Not Applicable.

(d)(1)

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

(d)(2)

Schedule A, as of May 1, 2015, to the Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant, is filed herewith as Exhibit (d)(2) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(d)(3)

Investment Management Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on May 15, 2014.

(d)(4)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on May 15, 2014.

(d)(5)

Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Barrow, Hanley, Mewhinney & Strauss, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on May 15, 2014.

(d)(6)

Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 15, 2014.

(d)(7)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Columbia Wanger Asset Management, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on May 15, 2014.

(d)(8)

Subadvisory Agreement, dated July 16, 2007, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Denver Investment Advisors LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(8)), filed on May 15, 2014.

(d)(9)

Subadvisory Agreement, dated September 23, 2011, last amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 15, 2014.

(d)(10)

Amendment No. 2, as of June 5, 2014, to the Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on August 20, 2014.

(d)(11)

Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Donald Smith & Co., Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on May 15, 2014.

(d)(12)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Eaton Vance Management, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on May 15, 2014.

(d)(13)

Subadvisory Agreement, dated January 16, 2013, between Columbia Management Investment Advisers, LLC and Holland Capital Management LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 15, 2014.

(d)(14)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Invesco Advisers, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(13)), filed on May 15, 2014.

(d)(15)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(14)), filed on May 15, 2014.

(d)(16)

Amendment No. 1, as of June 17, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on August 20, 2014.

(d)(17)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Jennison Associates LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on May 15, 2014.

(d)(18)

Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on May 15, 2014.

(d)(19)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and The London Company of Virginia, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on May 15, 2014.

(d)(20)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on May 15, 2014.

(d)(21)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on May 15, 2014.

(d)(22)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and NFJ Investment Group LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on May 15, 2014.

(d)(23)

Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Palisade Capital Management, L.L.C., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on May 15, 2014.

(d)(24)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Pyramis Global Advisors, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on May 15, 2014.

(d)(25)

Subadvisory Agreement, dated April 11, 2014, between Columbia Management Investment Advisers, LLC and River Road Asset Management, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on August 20, 2014.

(d)(26)

Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Segall Bryant & Hamill, LLC, is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(27)), filed on August 20, 2014.

(d)(27)

Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Sit Investment Associates, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(25)), filed on May 15, 2014.

(d)(28)

Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Snow Capital Management L.P., is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on August 20, 2014.

(d)(29)

Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(26)), filed on May 15, 2014.

(d)(30)

Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(27)), filed on May 15, 2014.

(d)(31)

Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on May 15, 2014.

(d)(32)

Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(30)), filed on May 15, 2014.

(d)(33)

Amendment No. 1, as of July 18, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(34)), filed on October 15, 2014.

(d)(34)

Subadvisory Agreement, dated September 16, 2014, between Columbia Management Investment Advisers, LLC and Winslow Capital Management, LLC and Nuveen Investments, Inc., is incorporated by reference to Post-Effective Amendment No. 43 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(35)), filed on December 23, 2014.

(e)(1)

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

(e)(2)

Schedule I, dated May 1, 2015, and Schedule II, dated September 7, 2010, to the Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc., is filed herewith as Exhibit (e)(2) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(f)	Deferred Compensation Plan, adopted as of December 31, 2011, is incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (f)), filed on February 24, 2012.

(g)(1)

Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(1)), filed on May 15, 2014.

(g)(2)

Addendum (related to Columbia Variable Portfolio – Emerging Markets Fund and Columbia Variable Portfolio – Managed Volatility Fund, now known as Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund), dated March 9, 2012, and Addendum (related to Columbia Variable Portfolio – Commodity Strategy Fund), dated March 15, 2013, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, are incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 15, 2014.

(g)(3)

Side letter (related to the China Connect Service on behalf of Columbia Variable Portfolio - Emerging Markets Fund), dated December 19, 2014, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on February 20, 2015.

(h)(1)

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

(h)(2)

Schedule A and Schedule B, as of May 1, 2015, to the Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC, are filed herewith as Exhibit (h)(2) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(h)(3)

Administrative Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(3)), filed on May 15, 2014.

(h)(4)

Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(3)), filed on April 29, 2014.

(h)(5)

Schedule A and Schedule B, dated May 1, 2015, to the Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., are filed herewith as Exhibit (h)(5) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(h)(6)

Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(7)), filed on April 23, 2014.

(h)(7)

Schedule A, as of May 1, 2015, to the Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., is filed herewith as Exhibit (h)(7) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(h)(8)

Agreement and Plan of Reorganization, dated September 11, 2007, between RiverSource Variable Portfolio Funds, each a series of a Minnesota corporation, and corresponding RiverSource Variable Portfolio Funds, each a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, a Massachusetts business trust, and between RiverSource Variable Portfolio – Core Bond Fund, a series of RiverSource Variable Series Trust, and RiverSource Variable Portfolio – Diversified Bond Fund, a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(5)), filed on April 21, 2008.

(h)(9)

Agreement and Plan of Reorganization, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(9)), filed on April 29, 2011.

(h)(10)

Agreement and Plan of Redomiciling, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(10)), filed on April 29, 2011.

(h)(11)

Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 117 to Registration Statement No. 333-8966 of Columbia Funds Series Trust on Form N-1A (Exhibit (h)(7)), filed on May 30, 2013.

(h)(12)

Amended and Restated Credit Agreement as of December 9, 2014, is incorporated by reference to Post-Effective Amendment No. 225 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A
(Exhibit (h)(14)), filed on April 16, 2015.

(i)	Opinion and consent of counsel as to the legality of the securities being registered is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (i)), filed on April 29, 2014.

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

(k)	Omitted Financial Statements: Not Applicable.

(l)	Initial Capital Agreement: Not Applicable.

(m)(1)

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

(m)(2)

Schedule A, dated May 1, 2015, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc., is filed herewith as Exhibit (m)(2) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(n)	Rule 18f – 3(d), amended and restated on May 1, 2015 is filed herewith as Exhibit (n) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(1)

Code of Ethics adopted under Rule 17j-1 for Registrant, effective April 14, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(1)), filed on May 15, 2014.

(p)(2)

Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Threadneedle International Ltd Code of Ethics, effective December 8, 2014, is incorporated by reference to Post-Effective Amendment No. 120 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (p)(2)), filed on November 25, 2014.

(p)(3)

American Century Investment Management, Inc. Code of Ethics, effective January 1, 2011, and most recently updated October 2014,is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(3)), filed on May 15, 2014.

(p)(4)

Barrow, Hanley, Mewhinney & Strauss, LLC Code of Ethics, dated December 31, 2014, is filed herewith as Exhibit (p)(4) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(5)

BlackRock Financial Management, Inc. Code of Ethics, dated July 21, 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on October 15, 2014.

(p)(6)

Columbia Wanger Asset Management, LLC Code of Ethics, effective January 2, 2007, last amended December 15, 2014, is filed herewith as Exhibit (p)(6) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(7)

Denver Investment Advisors LLC Code of Ethics, amended, effective June 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(7)), filed on May 15, 2014.

(p)(8)

Dimensional Fund Advisors, L.P. Code of Ethics, effective January 1, 2015, is filed herewith as Exhibit (p)(8) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(9)

Donald Smith & Co., Inc. Code of Ethics, adopted January 1, 2005, last revised November 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(9)), filed on May 15, 2014.

(p)(10)

Eaton Vance Management Code of Ethics, effective September 1, 2000, as revised December 1, 2014, is filed herewith as Exhibit (p)(10) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(11)

Holland Capital Management LLC Code of Ethics, revised February, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on May 15, 2014.

(p)(12)

Invesco Advisers, Inc. Code of Ethics, dated January 1, 2015, is filed herewith as Exhibit (p)(12) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(13)

J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised July 11, 2014, is filed herewith as Exhibit (p)(13) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(14)

Jennison Associates, LLC Code of Ethics, as amended December 31, 2014, is filed herewith as Exhibit (p)(14) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(15)

The London Company of Virginia Code of Ethics, dated, August 27, 2014, is filed herewith as Exhibit (p)(15) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(16)

Loomis, Sayles & Company, L.P. Code of Ethics, dated January 14, 2010, last amended December 18, 2014, is filed herewith as Exhibit (p)(16) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(17)

Massachusetts Financial Services Company Code of Ethics, dated September 19, 2014, is filed herewith as Exhibit (p)(17) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(18)

Morgan Stanley Investment Management Inc. Code of Ethics, effective October 1, 2014, is filed herewith as
Exhibit (p)(18) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(19)

NFJ Investment Group LLC Code of Ethics, dated April 1, 2013, Amended May 5, 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(20)), filed on October 15, 2014.

(p)(20)

Palisade Capital Management, LLC Code of Ethics, amended February 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(21)), filed on May 15, 2014.

(p)(21)

Pyramis Global Advisors, LLC Code of Ethics, dated 2015, is filed herewith as Exhibit (p)(21) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(22)

River Road Asset Management, LLC Code of Ethics, updated September 2014, is filed herewith as Exhibit (p)(22) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(23)

Segall Bryant & Hamill, LLC Code of Ethics, dated July 2013, is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(24)), filed on August 20, 2014.

(p)(24)

Sit Investment Associates, Inc. Code of Ethics, dated October 17, 2014, is filed herewith as Exhibit (p)(24) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(25)

Snow Capital Management L.P. Code of Ethics, as of August 2014, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(26)), filed on October 15, 2014.

(p)(26)

TCW Investment Management Company Code of Ethics, dated March 9, 2015, is filed herewith as Exhibit (p)(26) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(27)

Victory Capital Management Inc. Code of Ethics, effective November 1, 2014, is filed herewith as Exhibit (p)(27) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(28)

Wells Capital Management Incorporated Code of Ethics, dated December 8, 2014, is filed herewith as Exhibit (p)(28) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(29)

Winslow Capital Management, LLC. Code of Ethics, dated April 2014, is filed herewith as Exhibit (p)(29) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(30)

Winslow Capital Management, LLC. Supplement to Nuveen Investment’s Code of Ethics, effective date January 2013, is filed herewith as Exhibit (p)(30) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(q)(1)

Trustees Power of Attorney to sign Amendments to this Registration Statement, dated January 28, 2015, is incorporated by reference to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(1)), filed on February 20, 2015.

(q)(2)

Director Power of Attorney to sign Amendments to this Registration Statement for CVPCSF Offshore Fund, Ltd, dated April 10, 2014 is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(2)), filed on October 15, 2014.

(q)(3)

Power of Attorney for Joseph F. DiMaria, dated February 16, 2015, , is incorporated by reference to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(3)), filed on February 20, 2015.

(q)(4)

Power of Attorney for Michael G. Clarke, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(4)), filed on February 20, 2015.

(q)(5)

Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(5)), filed on February 20, 2015.

Item 29.

Persons Controlled by or Under Common Control with the Registrant

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

Item 30.

Indemnification

Article VII of the Registrant’s Agreement and Declaration of Trust, as amended, provides that no trustee or officer of the Registrant shall be subject to any liability to any person in connection with Registrant property or the affairs of the Registrant, and no trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant or for the act or omission of any other trustee, all as more fully set forth in the Agreement and Declaration of Trust, which is filed as an exhibit to this registration statement. Article 5 of the Registrant’s Bylaws provides that the Registrant shall indemnify and hold harmless its trustees and officers (including persons who serve at the Registrant’s request as directors, officers or trustees of another organization in which the Registrant has any interest) (“Covered Persons”) against liabilities and expenses in connection with the defense or disposition of any proceeding in which such Covered Person may be or may have been involved or with which such Covered Person may be or may have been threatened by reason of any alleged act or omission as a trustee or officer or by reason of his or her being or having been such a Covered Person, under specified circumstances, all as more fully set forth in the Bylaws, which are filed as an exhibit to the registration statement.

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

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

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

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

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

Item 31.

Business and Other Connections of the Investment Adviser

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

(1)

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

(2)

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

(3)

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

(4)	BlackRock Financial Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock Financial Management, Inc. is set forth

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

(5)

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

(6)

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

(7)

Dimensional Fund Advisors, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Dimensional Fund Advisors, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Dimensional Fund Advisors, L.P. and is incorporated herein by reference. Information about the business of Dimensional Fund Advisors, L.P. and the directors and principal executive officers of Dimensional Fund Advisors, L.P. is also included in the Form ADV filed by Dimensional Fund Advisors, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16283), which is incorporated herein by reference.

(8)

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

(9)

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

(10)

Holland Capital Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Holland Capital Management LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Holland

Capital Management LLC and is incorporated herein by reference. Information about the business of Holland Capital Management LLC and the directors and principal executive officers of Holland Capital Management LLC is also included in the Form ADV filed by Holland Capital Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-38709), which is incorporated herein by reference.

(11)

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

(12)

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

(13)

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

(14)

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

(15)

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

(16)

Massachusetts Financial Services Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Massachusetts Financial Services Company is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts Financial Services Company and the directors and principal executive officers of

Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-17352), which is incorporated herein by reference.

(17)

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

(18)

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

(19)

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

(20)

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

(21)

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

(22)

Segall Bryant & Hamill, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Segall Bryan & Hamill LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Segall Bryant & Hamill LLC and is incorporated herein by reference. Information about the business of Segall Bryant & Hamill LLC and the directors and principal executive officers of Segall Bryant & Hamill LLC is also included in the Form ADV filed by Segall Bryant & Hamill LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47232), which is incorporated herein by reference.

(23)

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

(24)

Snow Capital Management L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Snow Capital Management L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Snow Capital Management L.P. and is incorporated herein by reference. Information about the business of Snow Capital Management L.P. and the directors and principal executive officers of Snow Capital Management L.P. is also included in the Form ADV filed by Snow Capital Management L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-34451), which is incorporated herein by reference.

(25)

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

(26)

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

(27)

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

(28)

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

(29)

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

Item 32.

Principal Underwriter

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

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

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


Name and Principal Business Address*	Position and Offices with Principal Underwriter	Positions and Offices with Registrant
William F. Truscott	Chief Executive Officer	Board Member, Senior Vice President
Joseph Kringdon	President and Head of Intermediary Distribution	None
Amy Unckless	Managing Director, Head of Private Wealth Management and Investment Only	None
Jeffrey F. Peters	Managing Director and Head of Global Institutional Distribution	None
Dave K. Stewart	Chief Financial Officer	None
Scott R. Plummer	Senior Vice President, Chief Legal Officer, Head of Global Asset Management Legal and Assistant Secretary	None
Stephen O. Buff	Vice President, Chief Compliance Officer	None
Joe Feloney	Vice President – National Sales Manager – U.S. Trust/Private Wealth Management	None
Thomas A. Jones	Vice President and head of Strategic Relations	None
Gary Rawdon	Vice President – Sales Governance and Administration	None
Thomas R. Moore	Secretary	None
Michael E. DeFao	Vice President and Assistant Secretary	Vice President and Assistant Secretary


Paul B. Goucher	Vice President and Assistant Secretary	Senior Vice President, Chief Legal Officer and Assistant Secretary
Tara W. Tilbury	Vice President and Assistant Secretary	Assistant Secretary
Nancy W. LeDonne	Vice President and Assistant Secretary	None
Ryan C. Larrenaga	Vice President and Assistant Secretary	Vice President and Secretary
Joseph L. D’Alessandro	Vice President and Assistant Secretary	Assistant Secretary
Christopher O. Petersen	Vice President and Assistant Secretary	President and Principal Executive Officer
Eric T. Brandt	Vice President and Assistant Secretary	None
James L. Hamalainen	Treasurer	None
Ken Murphy	Anti-Money Laundering Officer	None
Kevin Wasp	Ombudsman	None
Lee Faria	Conflicts Officer	None

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

(c)	Not Applicable.

Item 33.

Location of Accounts and Records

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

Registrant’s subadviser, Segall Bryan & Hamill LLC, 10 S Wacker Drive, Suite 3500, Chicago, Illinois 60606;

•

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

•

Registrant’s subadviser, Snow Capital Management L.P., 2000 Georgetowne Drive, Suite 200, Sewickley, Pennsylvania 15143;

•

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

•

Registrant’s subadviser Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom

•

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

•

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

•

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

•

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

•

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

•

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

•

Former subadviser, Mondrian Investment Partners Limited, 10 Gresham Street, 5th Floor, London, United Kingdom EC2V7JD;

•

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

•

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

•

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

•

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

•

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

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

Item 34.

Management Services

Not Applicable.

Item 35.

Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS VARIABLE SERIES TRUST II, has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 15 ^th day of May, 2015.

COLUMBIA FUNDS VARIABLE SERIES TRUST II


By:		/s/ Christopher O. Petersen
		Christopher O. Petersen
		President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 15 ^th day of May, 2015.


Signature	Capacity	Signature	Capacity

/s/ Christopher O. Petersen	President	/s/ William A. Hawkins*	Trustee
Christopher O. Petersen	(Principal Executive Officer)	William A. Hawkins

/s/ Michael G. Clarke	Chief Financial Officer	/s/ R. Glenn Hilliard*	Trustee
Michael G. Clarke	(Principal Financial Officer)	R. Glenn Hilliard

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

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

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

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

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

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

SIGNATURES

CVPCSF Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Columbia Variable Portfolio – Commodity Strategy Fund, with respect only to information that specifically relates to CVPCSF Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 15 ^th day of May, 2015.


CVPCSF Offshore Fund, Ltd.

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

This Amendment to the Registration Statement for Columbia Variable Portfolio – Commodity Strategy Fund, with respect only to information that specifically relates to CVPCSF Offshore Fund, Ltd., has been signed below by the following persons in the capacities indicated on the 15 ^th day of May, 2015.


Signature		Capacity

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

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

/s/ Christopher O. Petersen Christopher O. Petersen		Director, CVPCSF Offshore Fund, Ltd.

Exhibit Index


(a)(15)		Amendment No. 15 to the Agreement and Declaration of Trust effective April 14, 2015.

(d)(2)		Schedule A, as of May 1, 2015, to the Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant.

(e)(2)		Schedule I, dated May 1, 2015, and Schedule II, dated September 7, 2010, to the Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc.

(h)(2)		Schedule A and Schedule B, as of May 1, 2015, to the Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC.

(h)(5)		Schedule A and Schedule B, dated May 1, 2015, to the Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp.

(h)(7)		Schedule A, as of May 1, 2015, to the Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp.

(m)(2)		Schedule A, dated May 1, 2015, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc.

(n)		Rule 18f – 3(d), amended and restated on May 1, 2015.

(p)(4)		Barrow, Hanley, Mewhinney & Strauss, LLC Code of Ethics, dated December 31, 2014.

(p)(6)		Columbia Wanger Asset Management, LLC Code of Ethics, effective January 2, 2007, last amended December 15, 2014.

(p)(8)		Dimensional Fund Advisors, L.P. Code of Ethics, effective January 1, 2015, is filed herewith as Exhibit (p)(8) to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(10)		Eaton Vance Management Code of Ethics, effective September 1, 2000, as revised December 1, 2014.

(p)(12)		Invesco Advisers, Inc. Code of Ethics, dated January 1, 2015.

(p)(13)		J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised July 11, 2014.

(p)(14)		Jennison Associates, LLC Code of Ethics, as amended December 31, 2014.

(p)(15)		The London Company of Virginia Code of Ethics, dated, August 27, 2014.

(p)(16)		Loomis, Sayles & Company, L.P. Code of Ethics, dated January 14, 2010, last amended December 18, 2014.

(p)(17)		Massachusetts Financial Services Company Code of Ethics, dated September 19, 2014.

(p)(18)		Morgan Stanley Investment Management Inc. Code of Ethics, effective October 1, 2014.

(p)(21)		Pyramis Global Advisors, LLC Code of Ethics, dated 2015.


(p)(22)		River Road Asset Management, LLC Code of Ethics, updated September 2014.

(p)(24)		Sit Investment Associates, Inc. Code of Ethics, dated October 17, 2014.

(p)(26)		TCW Investment Management Company Code of Ethics, dated March 9, 2015.

(p)(27)		Victory Capital Management Inc. Code of Ethics, effective November 1, 2014.

(p)(28)		Wells Capital Management Incorporated Code of Ethics, dated December 8, 2014.

(p)(29)		Winslow Capital Management, LLC. Code of Ethics, dated April 2014.

(p)(30)		Winslow Capital Management, LLC. Supplement to Nuveen Investment’s Code of Ethics, effective date January 2013.

COLUMBIA FUNDS VARIABLE SERIES TRUST II

AMENDMENT NO. 15 TO THE

AGREEMENT AND DECLARATION OF TRUST

WHEREAS, Section 5 of Article III of the Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia Funds Variable Series Trust II (the “Trust”), dated September 11, 2007, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to change the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust.

NOW, THEREFORE, The undersigned, being at least a majority of the Trustees of Columbia Funds Variable Series Trust II, do hereby certify that we have authorized the renaming of Columbia Variable Portfolio – Diversified Bond Fund to Columbia Variable Portfolio – Intermediate Bond Fund, Columbia Variable Portfolio – International Opportunity Fund to Columbia Variable Portfolio – Select International Equity Fund, Columbia Variable Portfolio – Mid Cap Value Opportunity Fund to Columbia Variable Portfolio – Mid Cap Value Fund, Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund to Columbia Variable Portfolio – Mid Cap Growth Fund, Columbia Variable Portfolio – S&P 500 Index Fund to Columbia Variable Portfolio – Large Cap Index Fund, Variable Portfolio – Columbia Wanger U.S. Equities Fund to Columbia Variable Portfolio – U.S. Equities Fund and liquidation of Variable Portfolio - Mondrian International Small Cap Fund and have authorized the following amendment to said Declaration of Trust:

Section 6 of Article III is hereby amended to read as follows:

Section 6. Establishment and Designation of Series and Classes. Without limiting the authority of the Trustees as set forth in Section 5, inter alia, to establish and designate any further Series or classes or to modify the rights and preferences of any Series or class, the following Series shall be, and are hereby, established and designated;

Columbia Variable Portfolio - Balanced Fund

Columbia Variable Portfolio - Cash Management Fund

Columbia Variable Portfolio - Commodity Strategy Fund

Columbia Variable Portfolio - Core Equity Fund

Columbia Variable Portfolio - Dividend Opportunity Fund

Columbia Variable Portfolio - Emerging Markets Bond Fund

Columbia Variable Portfolio - Emerging Markets Fund

Columbia Variable Portfolio - Global Bond Fund

Columbia Variable Portfolio - High Yield Bond Fund

Columbia Variable Portfolio - Income Opportunities Fund

Columbia Variable Portfolio - Intermediate Bond Fund

Columbia Variable Portfolio - Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio - Large Core Quantitative Fund

Columbia Variable Portfolio - Limited Duration Credit Fund

Columbia Variable Portfolio - Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio - Mid Cap Growth Fund

Columbia Variable Portfolio - Mid Cap Value Fund

Columbia Variable Portfolio – Select International Equity Fund

Columbia Variable Portfolio - Select Large - Cap Value Fund

Columbia Variable Portfolio - Select Smaller - Cap Value Fund

Columbia Variable Portfolio - Seligman Global Technology Fund

Columbia Variable Portfolio - U.S. Equities Fund

Columbia Variable Portfolio - U.S. Government Mortgage Fund

Variable Portfolio - Aggressive Portfolio

Variable Portfolio - American Century Diversified Bond Fund

Variable Portfolio - BlackRock Global Inflation-Protected Securities Fund

Variable Portfolio - Columbia Wanger International Equities Fund

Variable Portfolio - Conservative Portfolio

Variable Portfolio - DFA International Value Fund

Variable Portfolio - Eaton Vance Floating-Rate Income Fund

Variable Portfolio - Holland Large Cap Growth Fund

Variable Portfolio - Invesco International Growth Fund

Variable Portfolio - J.P. Morgan Core Bond Fund

Variable Portfolio - Jennison Mid Cap Growth Fund

Variable Portfolio – Loomis Sayles Growth Fund

Variable Portfolio - MFS Value Fund

Variable Portfolio - Moderate Portfolio

Variable Portfolio - Moderately Aggressive Portfolio

Variable Portfolio - Moderately Conservative Portfolio

Variable Portfolio - Morgan Stanley Global Real Estate Fund

Variable Portfolio - NFJ Dividend Value Fund

Variable Portfolio - Nuveen Winslow Large Cap Growth Fund

Variable Portfolio - Partners Small Cap Growth Fund

Variable Portfolio - Partners Small Cap Value Fund

Variable Portfolio - Pyramis ^® International Equity Fund

Variable Portfolio - Sit Dividend Growth Fund

Variable Portfolio – TCW Core Plus Bond Fund

Variable Portfolio - Victory Established Value Fund

Variable Portfolio - Wells Fargo Short Duration Government Fund

Shares of each Series established in this Section 6 shall have the following rights and preferences relative to Shares of each other Series, and Shares of each class of a Multi-Class Series shall have such rights and preferences relative to other classes of the same Series as are set forth in the Declaration of Trust, together with such other rights and preferences relative to such other classes as are set forth in the Trust’s Rule 18f-3 Plan, registration statement as from time to time amended, and any applicable resolutions of the Trustees establishing and designating such class of Shares.

The rest of this Section 6 remains unchanged.

The foregoing amendment is effective as of April 14, 2015.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 15 to the Agreement and Declaration of Trust on April 14, 2015.


/s/ Kathleen A. Blatz				/s/ Catherine James Paglia
Kathleen A. Blatz				Catherine James Paglia

/s/ Edward J. Boudreau, Jr				/s/ Leroy C. Richie
Edward J. Boudreau, Jr.				Leroy C. Richie

/s/ Pamela G. Carlton				/s/ Anthony M. Santomero
Pamela G. Carlton				Anthony M. Santomero

/s/ William P. Carmichael				/s/ Minor M. Shaw
William P. Carmichael				Minor M. Shaw

/s/ Patricia M. Flynn				/s/ Alison Taunton-Rigby
Patricia M. Flynn				Alison Taunton-Rigby

/s/ William A. Hawkins				/s/ William F. Truscott
William A. Hawkins				William F. Truscott

/s/ R. Glenn Hilliard
R. Glenn Hilliard


Registered Agent:		Corporation Service Company
		84 State Street
		Boston, MA 02109

Schedule – IMS – CFVST II

Schedule A

As of May 1, 2015

Asset Charge

The following funds shall not pay the Investment Manager a direct fee for services rendered hereunder:

•

Variable Portfolio – Aggressive Portfolio

•

Variable Portfolio – Conservative Portfolio

•

Variable Portfolio – Moderate Portfolio

•

Variable Portfolio – Moderately Aggressive Portfolio

•

Variable Portfolio – Moderately Conservative Portfolio

For the following funds, the asset charge for each calendar day of each year shall be equal to the total of 1/365 ^th (1/366 ^th in each leap year) of the amount computed in accordance with the fee schedule in the table, below:


Fund	Agreement Adoption and Schedule A Effective Date	Net Assets (billions)	Annual rate at each asset level
Columbia Variable Portfolio – Balanced Fund Columbia Variable Portfolio – Dividend Opportunity Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*	First $0.5 Next $0.5 Next $0.5 Next $1.5 Next $3.0 Over $6.0		0.660 0.615 0.570 0.520 0.510 0.490	% % % % % %
Columbia Variable Portfolio – Cash Management Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $1.0 Next $0.5 Next $0.5 Next $0.5 Next $2.5 Next $1.0 Next $1.5 Next $1.5 Next $1.0 Next $5.0 Next $5.0 Next $4.0 Over $24.0		0.330 0.313 0.295 0.278 0.260 0.240 0.220 0.215 0.190 0.180 0.170 0.160 0.150	% % % % % % % % % % % % %
Columbia Variable Portfolio - Commodity Strategy Fund ^#	Agreement adopted as of Jan. 16, 2013; and Schedule A effective as of Jan. 16, 2013	First $0.50 Next $0.50 Next $2.00 Next $3.00 Over $6.00		0.550 0.505 0.480 0.460 0.440	% % % % %
Columbia Variable Portfolio – Core Equity Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	All		0.400	%
Columbia Variable Portfolio – Intermediate Bond Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***	First $1.0 Next $1.0 Next $4.0 Next $1.5 Next $1.5 Next $3.0 Next $8.0 Next $4.0 Next $26.0 Over $50.0		0.430 0.420 0.400 0.380 0.365 0.360 0.350 0.340 0.320 0.300	% % % % % % % % % %

IMS - CFVSTII

Schedule – IMS – CFVST II


Fund	Agreement Adoption and Schedule A Effective Date	Net Assets (billions)	Annual rate at each asset level
Columbia Variable Portfolio - Emerging Markets Bond Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of January 12, 2012	First $0.50 Next $0.50 Next $1.0 Next $1.0 Next $3.0 Next $1.5 Next $1.5 Next $1.0 Next $5.0 Next $5.0 Next $4.0 Next $26.0 Over $50.0		0.530 0.525 0.515 0.495 0.480 0.455 0.440 0.431 0.419 0.409 0.393 0.374 0.353	% % % % % % % % % % % % %
Columbia Variable Portfolio – Limited Duration Credit Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of July 1, 2014	First $1.0 Next $1.0 Next $1.0 Next $3.0 Next $1.5 Next $1.5 Next $1.0 Next $5.0 Next $5.0 Next $4.0 Next $26.0 Over $50.0		0.410 0.405 0.400 0.395 0.380 0.365 0.360 0.350 0.340 0.330 0.310 0.290	% % % % % % % % % % % %
Columbia VP – Managed Volatility Moderate Growth Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 12, 2012	Assets invested in underlying funds (including any ETFs) that pay an investment advisory fee to the Investment Manager		0.00	%

		Assets invested in securities (other than underlying mutual funds (including any ETFs) that pay an investment advisory fee to the Investment Manager), including other funds advised by the Investment Manager that do not pay an investment advisory fee, derivatives and individual securities.
		First $0.5 Next $0.5 Next $0.5 Next $1.5 Next $3.0 Over $6.0		0.66 0.615 0.57 0.52 0.51 0.49	% % % % % %

IMS - CFVSTII

Schedule – IMS – CFVST II


Fund	Agreement Adoption and Schedule A Effective Date	Net Assets (billions)	Annual rate at each asset level
Columbia Variable Portfolio – Large Core Quantitative Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*	First $0.5 Next $0.5 Next $2.0 Next $3.0 Over $6.0		0.710 0.660 0.565 0.560 0.540	% % % % %
Columbia Variable Portfolio – Global Bond Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***	First $1.0 Next $1.0 Next $1.0 Next $3.0 Next $1.5 Next $4.5 Next $8.0 Next $30.0 Over $50.0		0.570 0.525 0.520 0.515 0.510 0.500 0.490 0.480 0.470	% % % % % % % % %
Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $1.0 Next $1.0 Next $1.0 Next $3.0 Next $1.5 Next $1.5 Next $1.0 Next $5.0 Next $5.0 Next $4.0 Next $26.0 Next $50.0		0.440 0.415 0.390 0.365 0.340 0.325 0.320 0.310 0.300 0.290 0.270 0.250	% % % % % % % % % % % %
Columbia Variable Portfolio – High Yield Bond Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***	First $0.25 Next $0.25 Next $0.25 Next $0.25 Next $1.0 Next $1.0 Next $3.0 Next $1.5 Next $1.5 Next $1.0 Next $5.0 Next $5.0 Next $4.0 Next $26.0 Over $50.0		0.590 0.575 0.570 0.560 0.550 0.540 0.515 0.490 0.475 0.450 0.435 0.425 0.400 0.385 0.360	% % % % % % % % % % % % % % %

IMS - CFVSTII

Schedule – IMS – CFVST II


Fund	Agreement Adoption and Schedule A Effective Date	Net Assets (billions)	Annual rate at each asset level
Columbia Variable Portfolio – Income Opportunities Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***	First $0.25 Next $0.25 Next $0.25 Next $0.25 Next $1.0 Next $1.0 Next $3.0 Next $1.5 Next $1.5 Next $1.0 Next $5.0 Next $5.0 Next $4.0 Next $26.0 Over $50.0		0.590 0.575 0.570 0.560 0.550 0.540 0.515 0.490 0.475 0.450 0.435 0.425 0.400 0.385 0.360	% % % % % % % % % % % % % % %
Columbia Variable Portfolio – Large Cap Growth Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*	First $0.5 Next $0.5 Next $0.5 Next $1.5 Next $3.0 Over $6.0		0.710 0.665 0.620 0.570 0.560 0.540	% % % % % %
Columbia Variable Portfolio – Mid Cap Value Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*	First $0.5 Next $0.5 Next $0.5 Next $1.5 Next $9.0 Over $12.0		0.760 0.715 0.670 0.620 0.620 0.620	% % % % % %
Columbia Variable Portfolio – Mid Cap Growth Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 1, 2011*	First $0.5 Next $0.5 Next $0.5 Next $1.5 Next $9.0 Over $12.0		0.760 0.715 0.670 0.620 0.620 0.620	% % % % % %
Columbia Variable Portfolio – Large Cap Index Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***	All		0.100	%
Columbia Variable Portfolio – U.S. Government Mortgage Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***	First $1.0 Next $1.0 Next $1.0 Next $3.0 Next $1.5 Next $1.5 Next $1.0 Next $5.0 Next $5.0 Next $4.0 Next $26.0 Over $50.0		0.360 0.355 0.350 0.345 0.330 0.315 0.310 0.300 0.290 0.280 0.260 0.240	% % % % % % % % % % % %

IMS - CFVSTII

Schedule – IMS – CFVST II


Fund	Agreement Adoption and Schedule A Effective Date	Net Assets (billions)	Annual rate at each asset level
Columbia Variable Portfolio - Seligman Global Technology Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 7, 2011	First $2.0 Next $2.0 Over $4.0		0.950 0.910 0.870	% % %
Columbia Variable Portfolio – Select Large-Cap Value Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $0.5 Next $0.5 Next $2.0 Next $3.0 Over $6.0		0.710 0.660 0.565 0.560 0.540	% % % % %
Columbia Variable Portfolio – Select Smaller - Cap Value Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $0.5 Next $0.5 Over $1.0		0.790 0.745 0.700	% % %
Columbia Variable Portfolio – Emerging Markets Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011**	First $0.25 Next $0.25 Next $0.25 Next $0.25 Next $1.0 Next $5.5 Next $2.5 Next $5.0 Next $5.0 Next $4.0 Next $26.0 Over $50.0		1.100 1.080 1.060 1.040 1.020 1.000 0.985 0.970 0.960 0.935 0.920 0.900	% % % % % % % % % % % %
Columbia Variable Portfolio – Select International Equity Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*	First $0.25 Next $0.25 Next $0.25 Next $0.25 Next $0.5 Next $1.5 Next $3.0 Next $6.0 Next $8.0 Next $4.0 Next $26.0 Over $50.0		0.800 0.775 0.750 0.725 0.700 0.650 0.640 0.620 0.620 0.610 0.600 0.570	% % % % % % % % % % % %
Columbia Variable Portfolio – U.S. Equities Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of May 1, 2015	First $0.50 Next $0.50 Over $1.0		0.790 0.745 0.700	% % %
Variable Portfolio –Sit Dividend Growth Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 1, 2011**	First $0.5 Next $0.5 Next $1.0 Next $1.0 Next $3.0 Over $6.0		0.730 0.705 0.680 0.655 0.630 0.600	% % % % % %
Variable Portfolio – Victory Established Value Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011**	First $0.5 Next $0.5 Next $1.0 Next $1.0 Next $3.0 Over $6.0		0.780 0.755 0.730 0.705 0.680 0.650	% % % % % %

IMS - CFVSTII

Schedule – IMS – CFVST II


Fund	Agreement Adoption and Schedule A Effective Date	Net Assets (billions)	Annual rate at each asset level
Variable Portfolio - DFA International Value Fund Variable Portfolio - Invesco International Growth Fund Variable Portfolio - Pyramis International Equity Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $1.0 Next $1.0 Over $2.0		0.850 0.800 0.700	% % %
Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio – TCW Core Plus Bond Fund Variable Portfolio - Wells Fargo Short Duration Government Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of July 1, 2013	First $1.0 Next $1.0 Next $1.0 Over $3.0		0.480 0.450 0.400 0.375	% % % %
Variable Portfolio – Loomis Sayles Growth Fund Variable Portfolio – Nuveen Winslow Large Cap Growth Fund Variable Portfolio - MFS Value Fund Variable Portfolio - NFJ Dividend Value Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $1.0 Next $1.0 Over $2.0		0.650 0.600 0.500	% % %
Variable Portfolio – Holland Large Cap Growth Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of May 1, 2013	First $1.0 Next $0.5 Next $0.5 Over $2.0		0.650 0.600 0.550 0.500	% % % %
Variable Portfolio - Eaton Vance Floating-Rate Income Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $1.0 Next $1.0 Over $2.0		0.630 0.580 0.530	% % %
Variable Portfolio - Jennison Mid Cap Growth Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $1.0 Next $1.0 Over $2.0		0.750 0.700 0.650	% % %
Variable Portfolio – Columbia Wanger International Equities Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of July 1, 2013	First $0.25 Next $0.25 Next $0.50 Next $2.00 Over $3.00		0.950 0.900 0.850 0.750 0.720	% % % % %
Variable Portfolio - Morgan Stanley Global Real Estate Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $1.0 Next $1.0 Over $2.0		0.850 0.800 0.750	% % %
Variable Portfolio - Partners Small Cap Growth Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011	First $0.25 Next $0.25 Over $0.50		0.900 0.850 0.800	% % %
Variable Portfolio – Partners Small Cap Value Fund	Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011**	First $0.25 Next $0.25 Next $0.25 Next $0.25 Over $1.0		0.970 0.945 0.920 0.895 0.870	% % % % %

When calculating asset levels for purposes of determining fee breakpoints, asset levels are based on net assets of the Fund, including assets invested in any wholly-owned subsidiary advised by the Investment Manager (“Subsidiaries”). Fees payable by the Fund under this agreement shall be reduced by any investment management service fees paid to the Investment Manager by any Subsidiaries under separate investment management services agreements with the Subsidiaries.

IMS - CFVSTII

Schedule – IMS – CFVST II

*	Reflects elimination of the Performance Incentive Adjustment and changes to the fee schedule.

**	Reflects elimination of the Performance Incentive Adjustment.

***	Reflects changes to the fee schedule.

The computation shall be made for each calendar day on the basis of net assets as of the close of the preceding day. In the case of the suspension of the computation of net asset value, the fee for each calendar day during such suspension shall be computed as of the close of business on the last full day on which the net assets were computed. Net assets as of the close of a full day shall include all transactions in shares of the Fund recorded on the books of the Fund for that day.

IMS - CFVSTII

Schedule – IMS – CFVST II

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of April 15, 2015, provided that the Agreement shall, with respect to each Fund, be deemed to have been executed as of the later of the Agreement adoption and Schedule A effective date for such Fund specified herein.

COLUMBIA FUNDS VARIABLE SERIES TRUST II


By:		/s/ Christopher O. Petersen
		Name: Christopher O. Petersen
		Title: President

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC


By:		/s/ Amy K. Johnson
		Name: Amy K. Johnson
		Title: Managing Director and Chief Operating Officer

IMS - CFVSTII

Distribution Agreement – Schedules – CFVST II

Schedule I

As of May 1, 2015

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Cash Management Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Bond Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Large Core Quantitative Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Mid Cap Value Fund

Columbia Variable Portfolio –Select International Equity Fund

Columbia Variable Portfolio – Select Large-Cap Value Fund

Columbia Variable Portfolio – Select Smaller-Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Equities Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – American Century Diversified Bond Fund

Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund

Variable Portfolio – Columbia Wanger International Equities Fund

Variable Portfolio – Conservative Portfolio

Variable Portfolio – DFA International Value Fund

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

Variable Portfolio – Holland Large Cap Growth Fund

Variable Portfolio – Invesco International Growth Fund

Variable Portfolio – J.P. Morgan Core Bond Fund

Variable Portfolio – Jennison Mid Cap Growth Fund

Variable Portfolio – Loomis Sayles Growth Fund

Variable Portfolio – MFS Value Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Morgan Stanley Global Real Estate Fund

Variable Portfolio – NFJ Dividend Value Fund

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

Variable Portfolio – Pyramis International Equity Fund

Variable Portfolio – Sit Dividend Growth Fund

Variable Portfolio – TCW Core Plus Bond Fund

Variable Portfolio – Victory Established Value Fund

Variable Portfolio – Wells Fargo Short Duration Government Fund

Distribution Agreement – Schedules – CFVST II

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule I as of May 1, 2015


COLUMBIA FUNDS VARIABLE SERIES TRUST II
on behalf of its respective Funds, if any

By:		/s/ Christopher O. Petersen
		Name: Christopher O. Petersen
		Title: President

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.

By:		/s/ Jeffrey F. Peters
Name:		Jeffrey F. Peters
	Title:	Managing Director and Head of
		Global Institutional Distribution

Distribution Agreement – Schedules – CFVST II

SCHEDULE II

COMPENSATION

COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be entitled to receive payments pursuant to any Distribution Plan and related agreement from time to time in effect between any Fund and Distributor or any particular class of shares of a Fund (“12b-1 Plan”).

Approved: Sept. 7, 2010

ASA – CFST II and CFVST II – Schedule A and Schedule B

Schedule A

Dated: May 1, 2015

Columbia Funds Series Trust II

Active Portfolios Multi-Manager Value Fund

Columbia Absolute Return Currency and Income Fund

Columbia AMT-Free Tax-Exempt Bond Fund

Columbia Asia Pacific ex-Japan Fund

Columbia Capital Allocation Aggressive Portfolio

Columbia Capital Allocation Conservative Portfolio

Columbia Capital Allocation Moderate Portfolio

Columbia Commodity Strategy Fund

Columbia Diversified Equity Income Fund

Columbia Dividend Opportunity Fund

Columbia Emerging Markets Bond Fund

Columbia European Equity Fund

Columbia Flexible Capital Income Fund

Columbia Floating Rate Fund

Columbia Global Bond Fund

Columbia Global Equity Value Fund

Columbia Global Opportunities Fund

Columbia Global Infrastructure Fund

Columbia High Yield Bond Fund

Columbia Income Builder Fund

Columbia Income Opportunities Fund

Columbia Inflation Protected Securities Fund

Columbia Large Core Quantitative Fund

Columbia Large Growth Quantitative Fund

Columbia Large Value Quantitative Fund

Columbia Limited Duration Credit Fund

Columbia Marsico Flexible Capital Fund

Columbia Minnesota Tax-Exempt Fund

Columbia Money Market Fund

Columbia Mortgage Opportunities Fund

Columbia Multi-Advisor Small Cap Value Fund

Columbia Select Global Equity Fund

Columbia Select Large-Cap Value Fund

Columbia Select Smaller-Cap Value Fund

Columbia Seligman Communications and Information Fund

Columbia Seligman Global Technology Fund

Columbia Short-Term Cash Fund

Columbia Small/Mid Cap Value Fund

Columbia U.S. Government Mortgage Fund

ASA – CFST II and CFVST II – Schedule A and Schedule B

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Cash Management Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Bond Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Large Core Quantitative Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Mid Cap Value Fund

Columbia Variable Portfolio – Select International EquityFund

Columbia Variable Portfolio – Select Large-Cap Value Fund

Columbia Variable Portfolio – Select Smaller-Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Equities Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – American Century Diversified Bond Fund

Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund

Variable Portfolio – Columbia Wanger International Equities Fund

Variable Portfolio – Conservative Portfolio

Variable Portfolio – DFA International Value Fund

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

Variable Portfolio – Holland Large Cap Growth Fund

Variable Portfolio – Invesco International Growth Fund

Variable Portfolio – J.P. Morgan Core Bond Fund

Variable Portfolio – Jennison Mid Cap Growth Fund

Variable Portfolio – Loomis Sayles Growth Fund

Variable Portfolio – MFS Value Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Morgan Stanley Global Real Estate Fund

Variable Portfolio – NFJ Dividend Value Fund

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

Variable Portfolio – Pyramis International Equity Fund

Variable Portfolio – Sit Dividend Growth Fund

Variable Portfolio – TCW Core Plus Bond Fund

Variable Portfolio – Victory Established Value Fund

Variable Portfolio – Wells Fargo Short Duration Government Fund

ASA – CFST II and CFVST II – Schedule A and Schedule B

Schedule B

As of May 1, 2015

Fee Schedule

Each Registrant is a Massachusetts business trust.

The fee is based on the net assets of the Fund as set forth in the following table:


FUNDS	Effective date of the fee schedule		ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule		0 - 500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 12,000,000,000			12,000,000,001 +
Schedule I				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Absolute Return Currency and Income				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Asia Pacific ex-Japan				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Commodity Strategy		April 14, 2011		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia European Equity				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Global Bond				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Select Global Equity				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Mortgage Opportunities Fund		April 21, 2014		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Multi-Advisor Small Cap Value				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Select Smaller-Cap Value				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio – Commodity Strategy		Jan. 16, 2013		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio – Global Bond				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio - Seligman Global Technology				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio-Emerging Markets				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio-Select International Equity				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio-Select Smaller-Cap Value				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio – U.S. Equities Fund				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – Columbia Wanger International Equities				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – DFA International Value				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – Invesco International Growth				0.080	%		0.075	%		0.070	%		0.060	%		0.050	%

ASA – CFST II and CFVST II – Schedule A and Schedule B


FUNDS	Effective date of the fee schedule	ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule	0 - 500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 12,000,000,000			12,000,000,001 +
Variable Portfolio – Morgan Stanley Global Real Estate			0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – Partners Small Cap Growth			0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – Partners Small Cap Value			0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – Pyramis International Equity			0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Schedule II			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia AMT-Free Tax-Exempt Bond			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Emerging Markets Bond	July 1, 2011		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Floating Rate			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia High Yield Bond			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Income Opportunities			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Inflation Protected Securities			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Limited Duration Credit			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia U.S. Government Mortgage			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Variable Portfolio – U.S. Government Mortgage			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Variable Portfolio – Emerging Markets Bond	Jan. 12, 2012		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Variable Portfolio – Limited Duration Credit			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Variable Portfolio-High Yield Bond			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Variable Portfolio-Income Opportunities			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Variable Portfolio – Intermediate Bond Fund			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Variable Portfolio – American Century Diversified Bond			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Variable Portfolio – Eaton Vance Floating-Rate Income			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Variable Portfolio – J.P. Morgan Core Bond			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Variable Portfolio – TCW Core Plus Bond			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Variable Portfolio – Wells Fargo Short Duration Government			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Variable Portfolio-BlackRock Global Inflation-Protected Securities			0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Schedule III			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Active Portfolios Multi-Manager Value Fund	Nov. 10, 2011		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Diversified Equity Income			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Dividend Opportunity			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Equity Value			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Global Infrastructure			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%

ASA – CFST II and CFVST II – Schedule A and Schedule B


FUNDS	Effective date of the fee schedule	ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule	0 -500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 12,000,000,000			12,000,000,001 +
Columbia Large Core Quantitative			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Large Growth Quantitative			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Large Value Quantitative			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Marsico Flexible Capital			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Mid Cap Value Opportunity			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Money Market			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Select Large-Cap Value			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Seligman Communications and Information			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Seligman Global Technology	March 1, 2011		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio-Balanced			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio-Cash Management			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio-Dividend Opportunity			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio – Large Cap Growth			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio-Large Core Quantitative			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio-Mid Cap Growth			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio-Mid Cap Value			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio-Select Large-Cap Value			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio – Jennison Mid Cap Growth			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio – Holland Large Cap Growth			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio – Loomis Sayles Growth			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio – NFJ Dividend Value			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio – Nuveen Winslow Large Cap Growth			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio –MFS Value			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio-Sit Dividend Growth			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio-Victory Established Value			0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Schedule IV			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Income Builder			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Capital Allocation Aggressive			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Capital Allocation Conservative			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Capital Allocation Moderate			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Variable Portfolio – Aggressive Portfolio			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%

ASA – CFST II and CFVST II – Schedule A and Schedule B


FUNDS	Effective date of the fee schedule	ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule	0 - 500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 12,000,000,000			12,000,000,001 +
Variable Portfolio – Conservative Portfolio			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Variable Portfolio – Moderate Portfolio			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Variable Portfolio – Moderately Aggressive Portfolio			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Variable Portfolio – Moderately Conservative Portfolio			0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Schedule V
Columbia Short-Term Cash			N/A			N/A			N/A			N/A			N/A
Columbia Variable Portfolio – Core Equity			N/A			N/A			N/A			N/A			N/A


FUNDS	Effective date of the fee schedule		ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule		0 - 250,000,000			250,000,001 – 500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 6,000,000,000			6,000,001 - 7,500,000			7,500,001 – 12,000,000			12,000,001 +
Schedule VI				0.070	%		0.065	%		0.065	%		0.060	%		0.050	%		0.050	%		0.050	%		0.040	%
Columbia Minnesota Tax-Exempt		March 1, 2011		0.070	%		0.065	%		0.065	%		0.060	%		0.050	%		0.050	%		0.050	%		0.040	%
Schedule VII				0.10%
Columbia Variable Portfolio – Large Cap Index Fund		April 30, 2011		0.10%

ASA – CFST II and CFVST II – Schedule A and Schedule B


FUNDS	Effective date of the fee schedule			ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule			0 - 500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 12,000,000,000			12,000,000,001 +
Schedule VIII
Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund		April 12, 2012	Assets invested in underlying funds (including ETFs) that pay an investment management fee to the Administrator or its affiliate		0.02%
			Assets invested in securities (other than underlying mutual funds (including any ETFs) that pay an investment management fee to the Administrator or its affiliate), including other funds administered by the Administrator that do not pay an administrative fee, derivatives and individual securities		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%

FUNDS	Effective date of the fee schedule			ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule			0 - 500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 12,000,000,000			12,000,000,001 +
Schedule IX
Columbia Global Opportunities Fund		April 12, 2012	Assets invested in underlying funds (including ETFs) that pay an investment management fee to the Administrator or its affiliate		0.00%
			Assets invested in securities (other than underlying mutual funds (including any ETFs) that pay an investment management fee to the Administrator or its affiliate), including other funds administered by the Administrator that do not pay an administrative fee, derivatives and individual securities		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%

ASA – CFST II and CFVST II – Schedule A and Schedule B


FUNDS	Effective date of the fee schedule	ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
FUNDS	Effective date of the fee schedule	0 - 500,000,000			500,000,001 – 1,000,000,000			1,000,000,001 – 3,000,000,000			3,000,000,001 – 6,000,000,000			6,000,000,001 +
Schedule X
Columbia Flexible Capital Income Fund	April 14, 2011		0.060	%		0.055	%		0.050	%		0.040	%		0.040	%

ASA – CFST II and CFVST II – Schedule A and Schedule B

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of April 15, 2015.

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE SERIES TRUST II

Each on behalf of its series listed on Schedule A


By:		/s/ Christopher O. Petersen
Name:		Christopher O. Petersen
Title:		President

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:		/s/ Amy K. Johnson
Name:		Amy K. Johnson
Title:		Managing Director and Chief Operating Officer

SCHEDULE A

As of May 1, 2015

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Cash Management Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Global Bond Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Large Core Quantitative Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Mid Cap Value Fund

Columbia Variable Portfolio – Select International Equity Fund

Columbia Variable Portfolio – Select Large-Cap Value Fund

Columbia Variable Portfolio – Select Smaller-Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Equities Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund)

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – American Century Diversified Bond Fund

Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund

Variable Portfolio – Columbia Wanger International Equities Fund

Variable Portfolio – Conservative Portfolio

Variable Portfolio – DFA International Value Fund

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

Variable Portfolio – Holland Large Cap Growth Fund

Variable Portfolio – Invesco International Growth Fund

Variable Portfolio – J.P. Morgan Core Bond Fund

Variable Portfolio – Jennison Mid Cap Growth Fund

Variable Portfolio – Loomis Sayles Growth Fund

Variable Portfolio – MFS Value Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Morgan Stanley Global Real Estate Fund

Variable Portfolio – NFJ Dividend Value Fund

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

Variable Portfolio – Pyramis International Equity Fund

Variable Portfolio – Sit Dividend Growth Fund

Variable Portfolio – TCW Core Plus Fund

Variable Portfolio – Victory Established Value Fund

Variable Portfolio – Wells Fargo Short Duration Government Fund

Transfer and Dividend Disbursing Agent Agreement

SCHEDULE B

Payments under the Agreement to CMISC shall be made in the first two weeks of the month following the month in which a service is rendered or an expense incurred.

Transfer agency fees for each of Class 1, Class 2 and Class 3 shares shall be calculated at the annual rate of 0.06% of the net assets attributable to such class.

Transfer agency fees for Class 2 for Columbia VP – Managed Volatility Moderate Growth Fund shall be calculated as follows:

0.00% - on assets invested in underlying funds that pay a transfer agency fee to CMISC; and

0.06% - on assets invested in securities (other than underlying mutual funds that pay a transfer agency fee to CMISC), including other funds that do not pay a transfer agency fee to CMISC, exchange-traded funds, derivatives and individual securities.

There is no Transfer agency services fee for Columbia VP – Core Equity Fund.

In addition, CMISC shall be entitled to retain as additional compensation for its services all CMISC revenues for fees for wire, telephone, and redemption orders, account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement.

All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds’ independent accountants.

Except as expressly provided in the Agreement, CMISC shall not be entitled to reimbursement for out-of-pocket expenses. The Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of April 15, 2015.

COLUMBIA FUNDS VARIABLE SERIES TRUST II

on behalf of its respective series listed on Schedule A


By:		/s/ Christopher O. Petersen
Name:		Christopher O. Petersen
Title:		President

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.


By:		/s/ Lyn Kephart-Strong
Name:		Lyn Kephart-Strong
Title:		President

Fee Waiver Schedule – CFST II and CFVST II

SCHEDULE A

As of May 1, 2015

Columbia Funds Series Trust II

Active Portfolios Multi-Manager Value Fund

Columbia Absolute Return Currency and Income Fund

Columbia AMT-Free Tax-Exempt Bond Fund

Columbia Asia Pacific ex-Japan Fund

Columbia Capital Allocation Aggressive Portfolio

Columbia Capital Allocation Conservative Portfolio

Columbia Capital Allocation Moderate Portfolio

Columbia Commodity Strategy Fund

Columbia Diversified Equity Income Fund

Columbia Dividend Opportunity Fund

Columbia Emerging Markets Bond Fund

Columbia European Equity Fund

Columbia Flexible Capital Income Fund

Columbia Floating Rate Fund

Columbia Global Bond Fund

Columbia Global Equity Value Fund

Columbia Global Opportunities Fund

Columbia Global Infrastructure Fund

Columbia High Yield Bond Fund

Columbia Income Builder Fund

Columbia Income Opportunities Fund

Columbia Inflation Protected Securities Fund

Columbia Large Core Quantitative Fund

Columbia Large Growth Quantitative Fund

Columbia Large Value Quantitative Fund

Columbia Limited Duration Credit Fund

Columbia Marsico Flexible Capital Fund

Columbia Minnesota Tax-Exempt Fund

Columbia Money Market Fund

Columbia Mortgage Opportunities Fund

Columbia Multi-Advisor Small Cap Value Fund

Columbia Select Global Equity Fund

Columbia Select Large-Cap Value Fund

Columbia Select Smaller-Cap Value Fund

Columbia Seligman Communications and Information Fund

Columbia Seligman Global Technology Fund

Columbia Short-Term Cash Fund

Columbia Small/Mid Cap Value Fund

Columbia U.S. Government Mortgage Fund

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio - Balanced Fund

Columbia Variable Portfolio - Cash Management Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio - Core Equity Fund

Columbia Variable Portfolio - Dividend Opportunity Fund

Columbia Variable Portfolio - Emerging Markets Bond Fund

Columbia Variable Portfolio - Emerging Markets Fund

Columbia Variable Portfolio - Global Bond Fund

Columbia Variable Portfolio - High Yield Bond Fund

Columbia Variable Portfolio - Income Opportunities Fund

Fee Waiver Schedule – CFST II and CFVST II

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio - Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Large Core Quantitative Fund

Columbia Variable Portfolio - Limited Duration Credit Fund

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio - Mid Cap Growth Fund

Columbia Variable Portfolio - Mid Cap Value Fund

Columbia Variable Portfolio - Select Large - Cap Value Fund

Columbia Variable Portfolio – Select International Equity Fund

Columbia Variable Portfolio - Select Smaller - Cap Value Fund

Columbia Variable Portfolio - Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Equities Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

Variable Portfolio - Aggressive Portfolio

Variable Portfolio - American Century Diversified Bond Fund

Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund

Variable Portfolio - Columbia Wanger International Equities Fund

Variable Portfolio - Conservative Portfolio

Variable Portfolio - DFA International Value Fund

Variable Portfolio - Eaton Vance Floating-Rate Income Fund

Variable Portfolio – Holland Large Cap Growth Fund

Variable Portfolio - Invesco International Growth Fund

Variable Portfolio - J.P. Morgan Core Bond Fund

Variable Portfolio - Jennison Mid Cap Growth Fund

Variable Portfolio – Loomis Sayles Growth Fund

Variable Portfolio - MFS Value Fund

Variable Portfolio - Moderate Portfolio

Variable Portfolio - Moderately Aggressive Portfolio

Variable Portfolio - Moderately Conservative Portfolio

Variable Portfolio - Morgan Stanley Global Real Estate Fund

Variable Portfolio - NFJ Dividend Value Fund

Variable Portfolio - Nuveen Winslow Large Cap Growth Fund

Variable Portfolio - Partners Small Cap Growth Fund

Variable Portfolio - Partners Small Cap Value Fund

Variable Portfolio - Pyramis ^® International Equity Fund

Variable Portfolio - Sit Dividend Growth Fund

Variable Portfolio – TCW Core Plus Bond Fund

Variable Portfolio - Victory Established Value Fund

Variable Portfolio - Wells Fargo Short Duration Government Fund

Fee Waiver Schedule – CFST II and CFVST II

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of April 15, 2015.


COLUMBIA FUNDS SERIES TRUST II COLUMBIA FUNDS VARIABLE SERIES TRUST II Each for itself and on behalf of its respective series listed on this Schedule A

By:		/s/ Christopher O. Petersen
Name:		Christopher O. Petersen
Title:		President

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:		/s/ Amy K. Johnson
Name:		Amy K. Johnson
Title:		Managing Director and Chief Operating Officer

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.

By:		/s/ Jeffrey F. Peters
Name:		Jeffrey F. Peters
Title:		Managing Director and Head of Global Institutional Distribution

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.

By:		/s/ Lyn Kephart-Strong
Name:		Lyn Kephart-Strong
Title:		President

12b-1 Schedule – CFVST II

Schedule A

May 1, 2015


Funds	Classes
Funds	Class 2	Class 3	Class 4
Columbia Funds Variable Series Trust II
Columbia Variable Portfolio – Balanced Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Cash Management Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Commodity Strategy Fund	Class 2	—	—
Columbia Variable Portfolio – Dividend Opportunity Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Emerging Markets Bond Fund	Class 2	—	—
Columbia Variable Portfolio – Emerging Markets Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Global Bond Fund	Class 2	Class 3	—
Columbia Variable Portfolio – High Yield Bond Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Income Opportunities Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Intermediate Bond Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Large Cap Index Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Large Cap Growth Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Large Core Quantitative Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Limited Duration Credit Fund	Class 2	—	—
Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund	Class 2	—	—
Columbia Variable Portfolio – Mid Cap Growth Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Mid Cap Value Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Select International Equity	Class 2	Class 3	—
Columbia Variable Portfolio – Select Large-Cap Value Fund	Class 2	Class 3	—
Columbia Variable Portfolio – Select Smaller-Cap Value Fund	Class 2	Class 3	—
Columbia Variable Portfolio - Seligman Global Technology Fund	Class 2	—	—
Columbia Variable Portfolio – U.S. Equities Fund	Class 2
Columbia Variable Portfolio - U.S. Government Mortgage Fund	Class 2	Class 3	—
Variable Portfolio – Aggressive Portfolio	Class 2	—	Class 4
Variable Portfolio – American Century Diversified Bond Fund	Class 2	—	—
Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund	Class 2	Class 3	—
Variable Portfolio – Columbia Wanger International Equities Fund	Class 2	—	—
Variable Portfolio – Conservative Portfolio	Class 2	—	Class 4
Variable Portfolio – DFA International Value Fund	Class 2	—	—
Variable Portfolio – Eaton Vance Floating-Rate Income Fund	Class 2	—	—
Variable Portfolio – Holland Large Cap Growth Fund	Class 2	—	—
Variable Portfolio – Invesco International Growth Fund	Class 2	—	—
Variable Portfolio – J.P. Morgan Core Bond Fund	Class 2	—	—
Variable Portfolio – Jennison Mid Cap Growth Fund	Class 2	—	—
Variable Portfolio – Loomis Sayles Growth Fund	Class 2	—	—
Variable Portfolio – MFS Value Fund	Class 2	—	—
Variable Portfolio – Moderate Portfolio	Class 2	—	Class 4
Variable Portfolio – Moderately Aggressive Portfolio	Class 2	—	Class 4
Variable Portfolio – Moderately Conservative Portfolio	Class 2	—	Class 4
Variable Portfolio – Morgan Stanley Global Real Estate Fund	Class 2	—	—
Variable Portfolio – NFJ Dividend Value Fund	Class 2	—	—
Variable Portfolio – Nuveen Winslow Large Cap Growth Fund	Class 2	—	—
Variable Portfolio – Partners Small Cap Growth Fund	Class 2	—	—
Variable Portfolio – Partners Small Cap Value Fund	Class 2	Class 3	—
Variable Portfolio – Pyramis International Equity Fund	Class 2	—	—
Variable Portfolio – Sit Dividend Growth Fund	Class 2	Class 3	—
Variable Portfolio – TCW Core Plus Bond Fund	Class 2	—	—

12b-1 Schedule – CFVST II


Funds	Classes
Funds	Class 2	Class 3	Class 4
Variable Portfolio – Victory Established Value Fund	Class 2	Class 3	—
Variable Portfolio – Wells Fargo Short Duration Government Fund	Class 2	—	—

Fee Schedule

The maximum fee for services under this Plan and Agreement shall be the lesser of the amount of expenses eligible for reimbursement (including any unreimbursed expenses) or a rate equal on an annual basis to the following percentage of the average daily net assets of the Fund attributable to the applicable class:


Class		Fee
Class 2		0.25%
Class 3		0.125%
Class 4		0.25%

Payments under the Plan and Agreement shall be made within five (5) business days after the last day of each month. At the end of each calendar year, Columbia Management Investment Distributors shall furnish a declaration setting out the actual expenses it has paid and accrued. Any money that has been paid in excess of the amount of these expenses shall be returned to the Funds.

12b-1 Schedule – CFVST II

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of April 15, 2015

COLUMBIA FUNDS VARIABLE SERIES TRUST II


By:	/s/ Christopher O. Petersen
	Name:	Christopher O. Petersen
	Title:	President

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.


By:	/s/ Jeffrey F. Peters
	Name:	Jeffrey F. Peters
	Title:	Managing Director and Head of Global Institutional Distribution

AMENDED AND RESTATED

RULE 18f-3 MULTI-CLASS PLAN

I.	Introduction.

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), this Rule 18f-3 Multi-Class Plan (“Plan”) sets forth the methods for allocating fees and expenses among the classes of shares (“Shares”) in the investment portfolios (the “Funds”) of Columbia Funds Variable Series Trust II (the “Trust”). Among other things, this Plan identifies expenses that may be allocated to a particular class of Shares to the extent that they are actually incurred in a different amount by the class or relate to a different kind or degree of services provided to the class. In addition, this Plan sets forth the maximum distribution fees, maximum shareholder servicing fees, maximum shareholder administration fees, conversion features, exchange privileges, other shareholder services and transfer agency fees, if any, applicable or allocated to each class of Shares of the Trust.

The Trust is an open-end series investment company registered under the 1940 Act, the Shares of which are registered on Form N-1A under the Securities Act of 1933. The Trust offers multiple classes of Shares in its Funds pursuant to the provisions of Rule 18f-3 and this Plan.

Each Fund and the classes of Shares representing interests in the Fund it issues are set forth in Schedule A hereto. Schedule A shall be updated by officers of the Trust from time to time as necessary to reflect the current classes and Funds offered by the Trust.

II.

Allocation of Expenses.

1. Except as otherwise set forth herein or as may from time to time be specifically approved the Trustees, all expenses of each Fund shall be allocated proportionately among the classes of such Fund pro rata based on the relative net assets of each class. Pursuant to Rule 18f-3, the Trust shall allocate to each class of Shares in a Fund any fees and expenses incurred by the Trust in connection with the distribution and/or the provision of shareholder services to holders of such class of Shares under any distribution plan, shareholder servicing plan and/or plan administration agreement (a “Distribution/Shareholder Servicing Plan”).

2. In addition, pursuant to Rule 18f-3, the Trust may allocate to a particular class of Shares the following fees and expenses, if any, but only to the extent they relate to (as defined below) the particular class of Shares:

(i)

transfer agency fees and expenses identified by the transfer agent or the officers as being fees and expenses that relate to such class of Shares;

(ii)

printing and postage expenses of preparing and distributing materials such as shareholder reports, prospectuses, reports and proxies to current shareholders of such class of Shares or to regulatory agencies that relate to such class of Shares;

(iii)

blue sky registration or qualification fees that relate to such class of Shares;

(iv)

Securities and Exchange Commission registration fees that relate to such class of Shares;

(v)

expenses of administrative personnel and services (including, but not limited to, those of a portfolio accountant, custodian or dividend paying agent charged with calculating net asset values or determining or paying dividends) as required to support the shareholders of such class of Shares;

(vi)

litigation or other legal expenses that relate to such class of Shares;

(vii)

fees of the Trustees of the Trust incurred as a result of issues that relate to such class of Shares;

(viii)

independent accountants’ fees that relate to such class of Shares; and

(ix)

any other fees and expenses that relate to such class of Shares.

Notwithstanding the foregoing, the Trust may not allocate advisory or custodial fees or other expenses related to the management of a Fund’s assets to a particular class, except that the Trust may cause a class to pay a different advisory fee to the extent that any difference in amount paid is the result of the application of the same performance fee provisions in the advisory contract of the Fund to the different investment performance of each class.

3. For all purposes under this Plan, fees and expenses “that relate to” a class of Shares are those fees and expenses that are actually incurred in a different amount by the class or that relate to a different kind or degree of services provided to the class. The officers of the Trust shall have the authority to determine, to the extent permitted by applicable law or regulation and/or U.S. Securities and Exchange Commission guidance, whether any or all of the fees and expenses described in paragraph 2 above should be allocated to a particular class of Shares. The Treasurer, any Deputy or Assistant Treasurer, or another appropriate officer of the Trust shall periodically or as frequently as requested by the Board report to the Board of Trustees regarding any such allocations.

4. For all purposes under this Plan, “Daily Dividend Fund” means any Fund that has a policy of declaring distributions of net investment income daily, including any money market fund that determines net asset value using the amortized cost method permitted by Rule 2a-7 under the 1940 Act.

5. Income and any expenses of Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the basis of the net assets of that class in relation to the net assets of the Fund, excluding the value of subscriptions receivable (the “Settled Shares Method”).

Realized and unrealized capital gains and losses of Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the basis of the net assets of that class in relation to the net assets of the Fund (the “Relative Net Assets Method”).

6. Income, realized and unrealized capital gains and losses, and any expenses of Funds that are not Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the Relative Net Assets Method.

7. Transfer agency fees for each Share class are charged at a rate set forth in the transfer agency agreement. There is no transfer agency service fees for Class 2 and Class 4 of Variable Portfolio – Aggressive Portfolio, Variable Portfolio – Conservative Portfolio, Variable Portfolio – Moderate Portfolio, Variable Portfolio – Moderately Aggressive Portfolio and Variable Portfolio – Moderately Conservative Portfolio.

8. In certain cases, a Fund service provider may waive or reimburse all or a portion of the expenses of a specific class of Shares of the Fund. The applicable service provider shall report to the Board of Trustees regarding any such waivers or reimbursements, including why they are consistent with the fair and equitable treatment of shareholders of all classes.

III.

Class Arrangements.

The following summarizes the maximum initial sales loads, contingent deferred sales charges, maximum distribution fees, maximum shareholder servicing fees, maximum plan administration and/or shareholder administration fees, if any, conversion features, exchange privileges and other shareholder service fees, if any, applicable or allocated to each class of Shares of the Trust. Additional details regarding such fees and services are set forth in the relevant Fund’s (or Funds’) current prospectus(es) and statement of additional information.

Class 1 Shares

Maximum Initial Sales Load : None

Maximum Contingent Deferred Sales Charge : None

Maximum Distribution/Shareholder Servicing Fees : None

Conversion Features/Exchange Privileges : Class 1 Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Other Shareholder Services : Class 1 Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class 2 Shares

Initial Sales Load : None

Maximum Contingent Deferred Sales Charge : None

Maximum Distribution/Shareholder Servicing Fees : Class 2 Shares may pay distribution and service fees pursuant to a Distribution/Shareholder Servicing Plan as described in the prospectuses as from time to time in effect. Such distribution fees may be in amounts up to 0.25% per annum of the average daily net assets attributable to such class.

Conversion Features/Exchange Privileges : Class 2 Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Other Shareholder Services : Class 2 Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class 3 Shares

Initial Sales Load : None

Maximum Contingent Deferred Sales Charge : None

Maximum Distribution/Shareholder Servicing Fees : Pursuant to a Distribution/Shareholder Servicing Plan, Class 3 Shares of each Fund may pay distribution fees of up to 0.125% of the average daily net assets of such Shares.

Conversion Features/Exchange Privileges : Class 3 Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Other Shareholder Services : Class 3 Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class 4 Shares

Initial Sales Load : None

Maximum Contingent Deferred Sales Charge : None

Maximum Distribution/Shareholder Servicing Fees : Pursuant to a Distribution/Shareholder Servicing Plan, Class 4 Shares of each Fund may pay distribution fees of up to 0.25% of the average daily net assets of such Shares.

Conversion Features/Exchange Privileges : Class 4 Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Other Shareholder Services : Class 4 Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

IV.

Board Review.

The Board of Trustees of the Trust shall review this Plan, including the application of the Relative Net Assets Method and the Settled Shares Method to the Funds, as frequently as it deems necessary. Prior to any material amendment(s) to this Plan, the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or Fund expenses), is in the best interests of each class of Shares of the Fund individually and the Fund as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Board of Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.


Adopted:		September 7, 2010
Amended and Restated:		April 17, 2013
Amended and Restated		April 11, 2014
Amended and Restated		May 1, 2015

Schedule A

Effective May 1, 2015

Funds and Authorized Classes of Shares

The Funds are authorized to issue those classes of Shares representing interests in the Funds as indicated in the following table:

F UNDS WITH C LASSES 1, 2, 3 AND 4

Classes

Funds

Class 1

Class 2

Class 3

Class 4

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Cash Management Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Commodity Strategy Fund

Class 1

Class 2

—

Columbia Variable Portfolio – Dividend Opportunity Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Emerging Markets Bond Fund

Class 1

Class 2

—

Columbia Variable Portfolio – Emerging Markets Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Global Bond Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – High Yield Bond Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Income Opportunities Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Intermediate Bond Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Large Cap Growth Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Large Cap Index Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Large Core Quantitative Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Limited Duration Credit Fund

Class 1

Class 2

—

Columbia Variable Portfolio – Mid Cap Growth Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Mid Cap Value Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Select International Opportunity Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Select Large-Cap Value Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio – Select Smaller-Cap Value Fund

Class 1

Class 2

Class 3

—

Columbia Variable Portfolio - Seligman Global Technology Fund

Class 1

Class 2

—

Columbia Variable Portfolio – U.S. Equities Fund

Class 1

Class 2

—

Columbia Variable Portfolio – U.S. Government Mortgage Fund

Class 1

Class 2

Class 3

—

Variable Portfolio – Aggressive Portfolio

—

Class 2

—

Class 4

Variable Portfolio – American Century Diversified Bond Fund

Class 1

Class 2

—

Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund

Class 1

Class 2

Class 3

—

A-1

Classes

Funds

Class 1

Class 2

Class 3

Class 4

Variable Portfolio – Columbia Wanger International Equities Fund

Class 1

Class 2

—

Variable Portfolio – Conservative Portfolio

—

Class 2

—

Class 4

Variable Portfolio – DFA International Value Fund

Class 1

Class 2

—

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

Class 1

Class 2

—

Variable Portfolio – Holland Large Cap Growth Fund

Class 1

Class 2

—

Variable Portfolio – Invesco International Growth Fund

Class 1

Class 2

—

Variable Portfolio – J.P. Morgan Core Bond Fund

Class 1

Class 2

—

Variable Portfolio – Loomis Sayles Growth Fund

Class 1

Class 2

—

Variable Portfolio – Jennison Mid Cap Growth Fund

Class 1

Class 2

—

Variable Portfolio – MFS Value Fund

Class 1

Class 2

—

Variable Portfolio – Moderate Portfolio

—

Class 2

—

Class 4

Variable Portfolio – Moderately Aggressive Portfolio

—

Class 2

—

Class 4

Variable Portfolio – Moderately Conservative Portfolio

—

Class 2

—

Class 4

Variable Portfolio – Morgan Stanley Global Real Estate Fund

Class 1

Class 2

—

Variable Portfolio – NFJ Dividend Value Fund

Class 1

Class 2

—

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

Class 1

Class 2

—

Variable Portfolio – Partners Small Cap Growth Fund

Class 1

Class 2

—

Variable Portfolio – Partners Small Cap Value Fund

Class 1

Class 2

Class 3

—

Variable Portfolio – Pyramis International Equity Fund

Class 1

Class 2

—

Variable Portfolio – Sit Dividend Growth Fund

Class 1

Class 2

Class 3

—

Variable Portfolio – TCW Core Plus Bond Fund

Class 1

Class 2

—

Variable Portfolio – Victory Establish Value Fund

Class 1

Class 2

Class 3

—

Variable Portfolio – Wells Fargo Short Duration Government Fund

Class 1

Class 2

—

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

INTRODUCTION

Barrow, Hanley, Mewhinney & Strauss, LLC (the “Firm” or “BHMS”) has adopted this Code of Ethics (“Code”) in compliance with the requirements of Sections 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Section 17(j) of the Investment Company Act of 1940. This Code was originally adopted on November 28, 1983, and was last amended on December 31, 2014. The Code requires the Firm’s Access Persons to comply with the federal securities laws, sets standards of business conduct required of the Firm’s supervised persons and addresses conflicts that arise from personal transactions and other activity by Access Persons. The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by the Firm and its Access Persons. As a fiduciary, the Firm and its employees (i) have the responsibility to render professional, continuous and unbiased investment advice, (ii) owe its clients a duty of honesty, good faith and fair dealing, (iii) must act at all times in the best interests of clients, and (iv) must avoid or disclose conflicts of interest.

A.	This Code of Ethics is designed to:

Set standards for ethical conduct based on fundamental principles of openness, integrity, honesty and trust;

Protect the Firm’s clients by deterring misconduct;

Educate the employees regarding the Firm’s expectations and the laws governing their conduct;

Remind employees that they are in a position of trust and must act with complete propriety at all times;

Protect the reputation of the Firm;

Guard against violations of the securities laws; and

Establish procedures for employees to follow so that the Firm may determine whether employees are complying with its ethical principles.


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B.	The Code of Ethics is based upon the principle that the directors, officers and employees of the Firm owe a fiduciary duty to the clients of the Firm to conduct their affairs, including their personal transactions, in such a manner as to avoid:

Serving their own personal interests ahead of clients;

Taking inappropriate advantage of their position with the Firm; and

Any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

C.	This fiduciary duty includes the duty of the Chief Compliance Officer (“CCO”) of the Firm to maintain, monitor and enforce the Code, periodically review and amend the Code, report material violations of this Code to the Firm’s Board of Managers and any client, as required.

The Code contains provisions reasonably necessary to prevent Access Persons from violating the standards, and procedures reasonably designed to prevent violations of the Code. Each Access Person at the commencement of their employment must certify, by their signature on Exhibit A, their understanding of the Code’s requirements and their acknowledgement to abide by all of the Code’s provisions. Each Access Person must re-certify their understanding and acknowledgement of the Code annually, and any time the Code is amended.

DEFINITIONS

The following terms are used throughout this Code and are defined here to describe, explain or make clear their use and purpose for the Code’s provisions and prohibitions.

“Access Person ” means any director, officer, general partner, Advisory Person, Investment Personnel, Portfolio Manager, or employee of the Firm. The CCO may, in her discretion, designate other individuals (e.g. consultants, interns and temporary employees) that have access to client information as Access Persons of the Firm. The CCO may exempt certain Access Person(s) that are subject to another code of ethics that has been approved by the CCO from certain provisions of this Code.

B.	“ Advisory Person ” means any person in a Control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a security by the Firm.

C.	“ Affiliated Company ” means a company which is an affiliate of the Firm through the OMAM Inc. relationship.


Code of Ethics		2		December 31, 2014

D.	“Black-out Period” means the number of days designated by the Code whereby an Access Person shall not trade a Reportable Security, as prohibited in Restrictions for Access Persons, Section D.

E.	“Business Entertainment ” means an Access Person’s participation in lunches, dinners, cocktail parties, sporting activities or similar business gatherings conducted for business purposes. Business Entertainment is not a Gift.

“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any Person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall generally be presumed to control such company. Any Person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. A Person shall be presumed not to be a Control Person.

G.	“Family Member” means an Access Person’s spouse, domestic partner, minor children, and relatives by blood or marriage living in the household of the Access Person.

H.	“Gift” means cash or any item of value.

“Government Entity” means any state or local government agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (i.e. defined benefit pension plan, separate account or general fund); and any participant-directed government plan.

J.	“Investment Personnel” means: (i) any Portfolio Manager of the Firm and (ii) securities analysts, traders, portfolio specialists and other personnel who provide information and advice to the Portfolio Manager or who help execute the Portfolio Manager’s decisions.

K.	“ Managed Fund ” means any Reportable Fund for which the Firm serves as an Investment Adviser or Sub-Adviser.

L.	“Person” means any Person or a company.

M.	“Political Action Committee” or “PAC” means an organization whose purpose is to solicit and make Political Contributions.

N.	“Political Contribution” means any Gift, subscription, loan, advance, or deposit of money (such as gift certificates or merchandise), or anything of value made for:

The purpose of influencing any election,

The payment of debt incurred in connection with any such election,


Code of Ethics		3		December 31, 2014

Transition or inaugural expenses of the successful candidate for office,

Coordinating contributions through bundling or facilitating the contributions of other persons or PACs.

Examples of contributions include the cost of attending fundraising events, payments to bond ballot campaigns, or expenses incurred in connection with fundraising or other volunteer activities (e.g., hosting a reception).

O.	“Political Fundraising Activities” include, but are not limited to, the following activities on behalf of a state or local candidate or official:

Coordinating contributions (generally, bundling, pooling, or otherwise facilitating the contributions made by other persons),

Soliciting contributions (generally, communicating, directly or indirectly, for the purpose of obtaining or arranging a Political Contribution), or

Directing fundraising efforts.

P.	“Portfolio Directional Trade” means a trade directed by a Portfolio Manager intended to increase or decrease a security weighting in a client account. This is a separate type of trade from a trade required to satisfy a client’s cash-flow request.

Q.	“Portfolio Manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions.

R.	“ Reportable Account ” means any account maintained with a bank, broker or other entity in which an Access Person or Family Member owns Reportable Securities or has the ability to transact in Reportable Securities, or has discretion over trading on behalf of another.

S.	“ Reportable Fund ” means any fund registered under the Investment Company Act where the Firm or an Affiliated Company acts as the investment adviser or principal underwriter for the fund. A list of Reportable Funds is available from the Compliance Department.

“Reportable Security” means any note, stock, treasury stock, bond, debenture, exchange-traded fund (ETF), evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, future, or privilege on any security, group or index of Reportable Securities, on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing,


Code of Ethics		4		December 31, 2014

Reportable Fund, limited offering, private placement or hedge fund. Reportable Security shall not include: direct obligations of the Government of the United States, high quality short-term debt instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, shares issued by mutual funds that are not Reportable Funds, and ETFs.

U.	“Solicit a Government Entity for Investment Advisory Services” means a direct or indirect communication with a state or local Government Entity for the purpose of obtaining or retaining investment advisory services business including, but not limited to, the following:

Leading, participating in or merely being present at a sales/solicitation meeting with a state or local Government Entity, such as a government pension plan or general fund;

Otherwise holding oneself out as part of the BHMS’ sales/solicitation effort with a state or local Government Entity;

Signing a submission to an RFP in connection with BHMS’ business;

Making introductions between government officials and BHMS.

“State or Local Official(s)” means any person, including any election committee for such person, who was, at the time of a Political Contribution, an official, incumbent, candidate, or successful candidate for elective office of a state or local government, including, but not limited to, any state or local agency, authority, or instrumentality.

INSIDER TRADING POLICY

The Firm’s Insider Trading Policy applies to every officer, director and employee and extends to activities within and outside of his/her duties at the Firm, and any questions regarding this policy and procedures should be referred to the Firm’s Chief Compliance Officer.

In compliance with Section 204A of the Advisers Act, the Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material non-public information or communicating material non-public information to others in violation of the law, frequently referred to as “insider trading”.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in Reportable Securities (whether or not one is an “insider”) or to communicate material non-public information to others. The term “insider information” includes non-public facts about a publicly traded company that may be used to a Person’s financial advantage when trading shares of the Company, and includes information about the firm’s securities recommendation, and client holdings and transactions. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

Trading by an insider, while in possession of material non-public information; or


Code of Ethics		5		December 31, 2014

Trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

Communicating material non-public information to others in a breach of fiduciary duty.

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his/her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities whether it is determined factual or spreading a rumor. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, debt service and liquidation problems, extraordinary management developments, write-downs or write-offs of assets, additions to reserves for bad debts, new product/services announcements, criminal, civil and government investigations and indictments. Material information does not have to relate to a company’s business. For example, material information about the contents of any upcoming newspaper column may affect the price of a security, and therefore may be considered material. Disclosure of a mutual fund client’s holdings or any client’s holdings that are not publicly available may be considered material information and therefore must be kept confidential. All employees of BHMS are subject to the Duty of Confidentiality of this Code.

Information is non-public until it has been effectively communicated to the marketplace. A Person must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in the media, internet or other publications of general circulation would be considered public. A Person should be particularly careful with information received from client contacts at public companies, or through their position with BHMS.

E.	Each Person must consider the following before trading for themselves or others in the Reportable Securities of a company about which that Person has potential inside information:

Is the information material? Is this information that an investor would consider important in making his/her investment decisions? Is this information that would substantially affect the market price of the Reportable Securities if generally disclosed?

Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

F.	The role of the Firm’s Chief Compliance Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. If, after consideration of


Code of Ethics		6		December 31, 2014

the above, a Person believes that the information is material and non-public, or if a Person has questions as to whether the information is material and non-public, that Person should take the following steps:

Report the matter immediately to the Firm’s Chief Compliance Officer or an Executive Director. After the CCO or Executive Director has reviewed the issue, the employee will be instructed to continue the prohibition against trading and communication, or will be allowed to trade and communicate the information.

Do not purchase or sell the securities on behalf of him/herself or others. The Firm may determine to restrict trading in the security for Access Persons, for the clients’ portfolios or both.

Do not communicate the information inside or outside the Firm, other than to the Firm’s Chief Compliance Officer or an Executive Director for reporting purposes.

“Insider information” may not be communicated to anyone, including Persons within the Firm, except as provided above. However, the Chief Compliance Officer or an Executive Director may communicate potential insider information to outside counsel and compliance/legal personnel at OMAM Inc., the Firm’s parent company for consultative purposes. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted. The Chief Compliance Officer will review and document appropriately each circumstance where the possibility of insider information has been reported.

DUTY OF CONFIDENTIALITY

Employees of the Firm shall keep confidential at all times any non-public information they may obtain in the course of their employment at the Firm. This information includes but is not limited to:

A.	Information about the clients’ accounts, including account holdings, recent or impending securities transactions by the clients and recommendations or activities of the Portfolio Managers for the clients’ accounts;

B.	Information about the Firm’s clients and prospective clients’ investments and account transactions;

C.	Information about other Firm personnel, including their pay, benefits, position level and performance rating; and

D.	Information about the Firm’s business activities, including new services, products, technologies, and business initiatives.


Code of Ethics		7		December 31, 2014

The Firm’s personnel have the highest fiduciary obligation not to reveal confidential company information to any party that does not have a clear and compelling need to know such information, and to safeguard all client information. Our Privacy Policy for safeguarding clients’ personal information is stated in our Compliance Policies & Procedures, Item 11.

RESTRICTIONS FOR ACCESS PERSONS

In an effort to comply with federal securities regulations and the high standards BHMS has set to avoid potential conflicts of interest, the following restrictions have been adopted:

A.	General Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

Prohibition on Accepting Gifts of More than de Minimis Value. Access Persons are prohibited from accepting any Gift, or other item(s) of more than de minimis value from any Person or entity that does business with or on behalf of the Firm without pre-approval of the Chief Compliance Officer. The de minimis amount for this Code shall be $100 per individual recipient and is considered to be the annual receipt of Gift(s) from the same source valued at up to $100, when the Gifts are in relation to the conduct of the Firm’s business. A Gift does not include Business Entertainment. However, no Access Person may accept extravagant or excessive Business Entertainment from any person or entity that does or seeks to do business with or on behalf of the Firm. Any exceptions to this policy must be approved by the Firm’s Chief Compliance Officer. Access Persons will report any Gift(s) received to the Compliance Department.

Prohibition on Giving Gifts of More than a De Minimis Value. Access Persons are prohibited from giving any Gift or other item(s) of more than de minimis value to any Person or entity that does business with or on behalf of the Firm without pre-approval of the Chief Compliance Officer. The de minimis amount for this Code shall be $250 per individual recipient and is considered to be the annual giving of Gifts to the same Person valued at up to $250 when the Gifts are in relation to the conduct of the Firm’s business. A Gift does not include Business Entertainment. However, no Access Person may provide extravagant or excessive Business Entertainment to a client, prospective client or any person or entity that does or seeks to do business with or on behalf of the Firm. Any exceptions to this policy must be approved by the Firm’s Chief Compliance Officer. Access Persons will report any Gift(s) given to the Compliance Department. ERISA and Taft Hartley regulations have specific limitations for Gifts and Entertainment and reporting requirements when Gifts are given, the Chief Compliance Officer should be notified when giving a gift to an ERISA or Taft Hartley client to ensure proper reporting to that client.

Prohibition on Service as a Director or Public Official. Investment Personnel are prohibited from serving on the board of directors of any publicly traded company, or any


Code of Ethics		8		December 31, 2014

for-profit company, without prior authorization of an Executive Director or the Chief Compliance Officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm’s clients. Authorization of board service shall be subject to the implementation by the Firm of a “Chinese Wall” or other procedures to isolate such Investment Personnel from making decisions about trading in that company’s securities.

B.	Personal Trading Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

Prohibition on Initial Public Offerings. Access Persons are prohibited from acquiring securities in an initial public offering.

Prohibition on Private Placements. Access Persons are prohibited from acquiring securities in a private placement without prior approval from the Firm’s Chief Compliance Officer. In the event an Access Person receives approval to purchase securities in a private placement, the Access Person must disclose that investment if he/she plays any part in the Firm’s later consideration of an investment in the issuer.

Prohibition on purchasing Old Mutual securities. Access Persons are prohibited from acquiring securities issued by the Firm’s parent company OMAM Inc., Old Mutual plc or any other related publicly traded securities.

Prohibition on Options. Access Persons are prohibited from acquiring or selling any option on any security.

Prohibition on Short-selling. Access Persons are prohibited from selling any security that the Access Person does not own, or otherwise engaging in “short-selling” activities.

Prohibition on Short-term Trading Profits. Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) Reportable Securities within 60 calendar days. Profits realized on such short-term trades shall generally be subject to disgorgement.

Prohibition on Short-term Trading of Managed Funds. Access Persons are prohibited from short-term trading of any Managed Fund shares. For the purpose of the Code short-term trading is defined as a purchase and redemption/sell of a Managed Fund’s shares within 30 calendar days. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases and/or Voluntary Deferral Plan “VDP” contributions.


Code of Ethics		9		December 31, 2014

C.	Political Contribution and Charitable Contribution Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:

Prohibition on Certain Political or Charitable Contributions. Access Persons may not make Political Contributions in the name of the Firm or personally for the purpose of obtaining or retaining advisory contracts with government entities or for any other business purpose. Access Persons also may not consider any of the Firm’s current or anticipated business relationships as a factor in soliciting or making Political or charitable Contributions. Charitable contributions made as part of the Firm’s formal charitable efforts and not for the purpose of obtaining or retaining advisory contracts with government entities may be made in the name of the Firm payable directly to the tax-exempt charitable organization.

Pre-clearance of Political Contributions and Fundraising Activities. All Access Persons and their Family Members must obtain approval in advance from the Chief Compliance Officer before: (i) making any Political Contribution to any state, or local candidate, or official running for state or local office, or candidate for a federal office who is currently a State or Local Official, and, (ii) participating in any Political Fundraising Activities. Political Contributions and Political Fundraising Activity will be approved on a case-by-case basis. Pre-clearance should be obtained prior to making a Political Contribution or participating in a Political Fundraising Activity by completing and submitting a Personal Political Contribution Pre-clearance Form for fundraising activity in the PTA system or Exhibit E. The Chief Compliance Officer will review each request to determine whether the Political Contribution or Political Fundraising Activity is permitted under applicable law and is consistent with this policy.

Political Contributions to Candidates for state or local office are limited to $350 where the Access Person or their Family Member is Eligible to Vote for such candidate. Contributions to candidates for state or local office are limited to $150 where the Access Person or their Family Member is not entitled to vote for such candidate. Access Persons and their Family Members are also required to obtain advance approval from the Chief Compliance Officer before they participate in any Political Fundraising Activity.

Indirect Action by an Access Person. Access Persons are prohibited from doing anything indirectly that, if done directly, would result in a violation of applicable law or this policy. For example, it is a violation of this policy for an Access Person to direct someone on their behalf to make a Political Contribution in excess of applicable limits.


Code of Ethics		10		December 31, 2014

D.	Black-out Restrictions for Access Persons. All Access Persons are subject to the following Black-out Period restrictions when their purchases and sales of Reportable Securities may coincide with trades by any client of the Firm:

Purchases and Sales on the Same Day as a Trade by a Client. Access Persons are generally prohibited from purchasing or selling any Reportable Security on the same day that a trade is executed in that same security for a client account.

Purchases and Sales Within Three Days Following a Trade by a Client. Access Persons are generally prohibited from purchasing or selling any security within three calendar days after any client has traded in the same security by a Portfolio Directional Trade. In the event that an Access Person makes a prohibited purchase or sale within the three-day period, the Chief Compliance Officer shall determine the course of corrective action.

Purchases Within Three Days Before a Purchase by a Client. Access Persons are generally prohibited from purchasing any security within three calendar days before any client has traded in the same security by a Portfolio Directional Trade. In the event that an Access Person purchases a security within three calendar days before any client purchases the same security, the Chief Compliance Officer shall determine the course of corrective action.

Sales Within Three Days Before a Sale by a Client. Access Persons are generally prohibited from selling any security within three calendar days before any client has traded in the same (or a related) security by a Portfolio Directional Trade. In the event an Access Person sells a security within three days before any client sells the same (or a related) security, the Chief Compliance Officer shall determine the course of corrective action.

EXEMPTED TRANSACTIONS

Certain prohibitions of Restrictions for Access Persons, Sections B. and D., shall not apply to:

A.	Purchases or sales affected in any account over which the Access Person has no direct or indirect influence or Control as defined in Definitions, Section F.

B.	Purchases or sales which are non-volitional on the part of either the Access Person or the Firm;

C.	Purchases which are part of an automatic dividend reinvestment plan or an automatic investment plan, such as 401(k) purchases and VDP contributions; and

D.	Purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its Reportable Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

E.	Purchases and sales in shares of unaffiliated mutual funds, or ETFs. ETF holdings must be reported annually and transactions must be reported quarterly; however, generally they do not require pre-clearance.


Code of Ethics		11		December 31, 2014

In addition to the above exemptions, the Chief Compliance Officer may make exceptions to the restrictions imposed upon Access Persons on a case-by-case basis, as deemed appropriate by the Chief Compliance Officer, and which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any client.

COMPLIANCE PROCEDURES

Sungard Protegent PTA System. All Access Persons should use the Sungard Protegent PTA (“PTA”) system for general reporting requirements under this Code. Certain transactions may require written pre-clearance and reporting on Reports identified as Code Exhibits A, B, C, D or E, and these forms may be obtained from the Chief Compliance Officer.

Records of Reportable Securities Transactions . All Access Persons must notify the Firm’s Chief Compliance Officer if they have opened a Reportable Account during the quarter. Access Persons must direct their brokers to provide the Firm’s Chief Compliance Officer with duplicate brokerage confirmations of their Reportable Securities transactions and duplicate statements of their Reportable Account(s).

C.	Pre-clearance of Reportable Securities Transactions. All Access Persons shall receive prior approval from the Firm’s Chief Compliance Officer, or Executive Director(s), before purchasing or selling Reportable Securities. E xclusions to this are:

Reportable Funds, ETFs and hedge funds;

Purchases and sales over which an Access Person has no direct or indirect influence or control;

Purchases or sales pursuant to an automatic investment plan;

Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired, acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

D.	Open end investment company shares other than Managed Funds; limited exception on Reportable Securities from pre-clearance and short-term trading profit requirements including: ETFs and hedge funds; (Reportable Funds must be held 30 days).

E.	Pre-clearance for Reportable Securities is valid for that trading day. Personal Reportable Securities transactions should be pre-cleared using the PTA system or form Exhibit D, Personal


Code of Ethics		12		December 31, 2014

Reportable Securities Transaction(s) Pre-clearance Form. The Chief Compliance Officer may approve transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any client.

Pre-clearance of any transaction in a Managed Fund. All Access Persons shall receive prior written approval from the Firm’s Chief Compliance Officer, or Executive Director(s), before purchasing or selling any Managed Fund. Pre-clearance for Managed Funds is valid for that trading day. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; (ii) effected on a regular periodic basis by automated means, such as 401(k) purchases and VDP transactions, or (iii) 401(k) investment reallocation.

Disclosure of personal holdings, and certification of compliance with the Code of Ethics. All Access Persons shall disclose to the Firm’s Chief Compliance Officer all personal Reportable Securities holdings at commencement of employment and thereafter on an annual basis as of December 31. Every Access Person shall certify on Exhibit A, Initial Report of Access Persons, or through the PTA system:

They have read and understand the Code and recognize that they are subject to all provisions of the Code;

They have complied with the requirements of the Code and have reported all personal Reportable Securities, Reportable Funds holdings and Personal Transactions;

Initial holdings report shall be made within ten days of hire.

Reporting Requirements. The Chief Compliance Officer of the Firm shall notify each Access Person that he or she is subject to these reporting requirements, shall deliver a copy of this Code to each Access Person upon their date of employment and at any time the Code is amended, and shall train each Access Person on appropriate compliance matters and on usage of the PTA system for personal reporting.

Reportable Securities managed by a third-party in a discretionary advisory account are subject to the annual reporting requirements contained in this Section and are excluded from certain other provisions of the Code. (This does not exclude IPOs or private placements.)

Reports, personal trades and holdings, and other information, submitted pursuant to this Code shall be reviewed periodically by the Chief Compliance Officer, shall be kept confidential, and shall be provided only to the Executive Director(s) of the Firm, our parent company’s compliance/legal personnel, Firm counsel or regulatory authorities upon appropriate request. The backup to the Chief Compliance Officer is responsible for reviewing and monitoring the personal securities transactions of the Chief Compliance Officer, and for taking on the responsibilities of the Chief Compliance Officer in her absence.


Code of Ethics		13		December 31, 2014

Every Access Person shall report to the Chief Compliance Officer all Reportable Accounts currently open at the time of his/her initial employment, and any new Reportable Account opened, including the name of the bank or brokerage, the account number and date the account was opened, and must disclose the new Reportable Account with his/her quarterly transaction report. Information reported on Exhibit A or in PTA must be current within 45 days of the date of his/her employment.

Every Access Person shall report to the Chief Compliance Officer of the Firm any/all Reportable Account(s) and any/all personal Securities holdings at the time of his/her initial employment with the Firm. A report shall be made through the PTA system or designated form, Exhibit A, Initial Report of Access Persons, with account statements attached containing the following information:

Name of the Reportable Security and ticker or cusip, number of shares, interest rate, maturity date, and principal amount of each Reportable Security.

Name and account number of the Reportable Account where the Reportable Security is held.

Name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

The date the Access Person submits the report.

Every Access Person shall report to the Chief Compliance Officer of the Firm the information described in Paragraph 4 of this Section with respect to transactions in any Reportable Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Reportable Security.

Quarterly transaction reports shall be made no later than thirty days after the end of the calendar quarter in which the transaction was executed. Every Access Person shall be required to submit a report for all periods, including those periods in which no Reportable Securities transactions were executed. A report shall be made through the PTA system or designated form, Exhibit C, Quarterly Report of Access Persons, account statements may be attached to the form for reporting purposes, containing the following information:

The date of the transaction, the Reportable Security name and/or cusip, the number of shares, interest rate, maturity date, and the principal amount of each Reportable Security transacted;


Code of Ethics		14		December 31, 2014

The nature of the transaction (i.e., purchase or sale);

The price at which the transaction was effected; and

The name of the broker, dealer or bank with or through whom the transaction was effected. Duplicate copies of the Reportable Securities transaction confirmation of all personal transactions and copies of periodic statements for all Reportable Accounts may be attached to Exhibit C to fulfill the reporting requirement.

The name of the broker, dealer or bank with whom the Access Person established a new Reportable Account during the period, the date the account was established.

The date that the report is submitted by the Access Person; and

Any such report may contain a statement that the report shall not be construed as an admission by the Person making such report that he/she has any direct or indirect Beneficial Ownership in the Reportable Security to which the report relates.

Every Access Person shall report to the Chief Compliance Officer of the Firm all Political Contributions described in Restrictions for Access Persons, Section C. of this Code made during the quarter, including Political Contributions made by their Family Members. A report shall be made in the PTA System or designated form, Political Contribution Pre-clearance Form, Exhibit E.

The Chief Compliance Officer shall periodically review the reports provided by the Firm’s Access Persons. Review shall include personal transactions and brokerage activity provided via the data feed into PTA, personal brokerage statements and holdings, and Political Contributions, among other things.

Conflict of Interest. Every Access Person shall notify the Chief Compliance Officer of any personal conflict of interest relationship which may involve the Firm’s clients, such as the existence of any economic relationship between their transactions and Reportable Securities held or to be acquired by any portfolio of the Firm. Such notification shall occur in the pre-clearance process or immediately upon becoming aware of the conflict.

F.	The Chief Compliance Officer shall implement and enforce the Code, maintain copies of the Code, keep records of Code violations, and maintain records of Access Persons reports as required by the Code.

G.	The President of BHMS, who is also an Executive Director, is named as the backup Compliance Officer in the absence of the Chief Compliance Officer; other compliance personnel may be


Code of Ethics		15		December 31, 2014

designated to perform certain functions of the CCO in her absence. The backup compliance officer may perform all duties of the CCO in her absence, as defined in the Code, and shall report to the CCO any disclosed conflicts or violations that may have occurred in her absence.

REPORTING OF VIOLATIONS

Any Access Person of the Firm who becomes aware of a violation of (i) this Code of Ethics, (ii) the Firm’s Compliance Policies & Procedures, (iii) the Governing Policies, (iv) the IT Department Policies & Procedures, (v) OM Affiliate Level Policies or (vi) other internal policies or procedures shall promptly report such violation to the Chief Compliance Officer or Executive Director(s). This reporting requirement includes self-reporting when an employee discovers he/she has violated an internal policy or reporting other violations of the Firm’s internal policies.

The Firm’s Chief Compliance Officer shall report to the Board of Managers all material violations of this Code or the Firm’s Compliance Policies and Procedures and the reporting requirements thereunder. Material violations shall be reported to the Chief Compliance Officer of any Managed Fund client, as required.

C.	The members of the Board of Managers or Chief Compliance Officer shall consider reports made to the Board and shall determine what sanctions, if any, should be imposed.

REPORTING TO THE BOARD OF MANAGERS

The Firm’s Chief Compliance Officer shall prepare an annual report relating to this Code to the board of Managed Funds, upon their request. Such annual report shall:

A.	Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

B.	Identify any violations requiring significant remedial action during the past year; and

C.	Identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its Code, evolving industry practices or developments in applicable laws or regulations.


Code of Ethics		16		December 31, 2014

SANCTIONS

A.	Upon discovering a violation of this Code, the Chief Compliance Officer and/or Executive Director(s) may impose such sanctions as they deem appropriate, including, among other things:

Disgorgement: The Firm generally requires that profits realized on transactions made in violation of the Code’s prohibitions be disgorged. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts.

Extended Holding Period: Purchases made during the black-out period may be prohibited from selling the security from six months.

Unwinding the transaction: Purchases or Sells made during the black-out period may be required to unwind the transaction and disgorge any profit.

B.	The Pay-to-Play Rule imposes a two-year ban on an adviser’s ability to receive compensation for advisory services if the Firm or certain of its supervised persons makes certain Political Contributions to a State or Local Official over the de minimus amount.

C.	A memo of correction, suspension or termination of employment.

RETENTION OF RECORDS

Code of Ethics Records . This Code (and prior versions in effect during the past five years), a copy of each report made by each Access Person, each memorandum made by the Firm’s Chief Compliance Officer, and a record of any violation and any action taken as a result of such violation, shall be maintained by the Firm for a minimum of five years.

Political Contribution Records . A list of: (i) all Access Persons, (ii) all government entities to which the Firm provides or has provided investment advisory services or which are or were investors in any covered investment pool to which the Firm has provided services in the past five years, (iii) all direct or indirect Political Contributions made by any Access Person to an official of a Government Entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a PAC, and (iv) the name and business address of each regulated Person to whom the Firm provides or agrees to provide, directly or indirectly, payment to Solicit a Government Entity for Investment Advisory Services on its behalf. Records relating to the Political Contributions must be listed in chronological order and must indicate: (i) the name and title of each contributor, (ii) the name and title of each recipient of a Political Contribution, (iii) the amount and date of each Political Contribution, and (iv) whether any such Political Contribution was the subject of the exception for returned Political Contributions.


Code of Ethics		17		December 31, 2014

Exhibit A

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

INITIAL REPORT OF ACCESS PERSONS

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC (“BHMS”), I certify:

1. I acknowledge receipt of the Code of Ethics for BHMS.

2. I have read, understand and recognize that I am subject to the Code as an Access Person.

3. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and Securities held or to be acquired by BHMS or any of its portfolios.

4. As of the date below I had a direct or indirect ownership in the following Reportable Securities ( brokerage or financial statements may be attached ):

SECURITY NAME / TYPE / TICKER /C USIP

INTEREST RATE & MATURITY D ATE

NUMBER OF
SHARES

PRINCIPAL
VALUE

TYPE OF
INTEREST
( DIRECT OR
INDIRECT )


Code of Ethics		18		December 31, 2014

Exhibit A

5. I have the following Reportable Accounts open and have directed the bank or brokerage to send duplicate confirmations and statements to BHMS:


NAME OF FIRM		TYPE OF INTEREST ( DIRECT OR INDIRECT )

6. I have made the following Political Contributions in the previous 2 years:


NAME OF CANDIDATE		DATE OF CONTRIBUTION		TYPE OF POLITICAL ACTIVITY / CONTRIBUTION

NOTE: Only report holdings in Reportable Securities.


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit B

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

CODE OF ETHICS

ANNUAL REPORT OF ACCESS PERSONS

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC, (“BHMS”), I certify:

1. I have read, understand and recognize that I am subject to the Code as an Access Person.

2. During the year ended December 31, 20 , I have complied with the reporting requirements of the Code regarding personal transactions.

3. I have not disclosed confidential information of the Firm to any Persons outside BHMS or OMAM, except where it was required for the execution of the Firm’s business.

4. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by BHMS or any of its portfolios.

5. As of December 31, 20 , I had a direct or indirect Beneficial Ownership in the following Reportable Securities:

SECURITY NAME / TYPE / TICKER /C USIP

INTEREST RATE & MATURITY D ATE

NUMBER OF
SHARES

P RINCIPAL
V ALUE

TYPE OF
INTEREST
( DIRECT OR
INDIRECT )

Exhibit B

6. I have the following Reportable Accounts open and have directed the bank or brokerage firm to send duplicate confirmations and statements to BHMS:


NAME OF FIRM		TYPE OF INTEREST (DIRECT OR INDIRECT)

NOTE: Only report holdings in Reportable Securities.


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit C

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

QUARTERLY REPORT OF ACCESS PERSONS

TRANSACTIONS REPORT

For the Calendar Quarter Ended:

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

1. During the quarter identified above, the following transactions were made in Reportable Securities and are required to be reported under the BHMS Code of Ethics:

S ECURITY NAME / TYPE / TICKER /C USIP

INTEREST RATE & M ATURITY D ATE

DATE OF
TRANS -
ACTION

NUMBER
OF
SHARES

DOLLAR
AMOUNT OF
TRANSACTION

NATURE OF
TRANSACTION
(Purchase, Sale,
Other)

PRICE

BROKER /
DEALER OR
BANK NAME

2. During the quarter identified above, the following Reportable Accounts were opened with direct or indirect beneficial ownership, and are required to be reported under the Code.


NAME OF FIRM		TYPE OF INTEREST ( DIRECT OR INDIRECT )		DATE ACCOUNT OPENED

Exhibit C

3. During the quarter identified above, the following Political Contributions were made, and are required to be reported under the Code.


NAME OF CANDIDATE		D ATE OF C ONTRIBUTION		TYPE OF POLITICAL ACTIVITY / CONTRIBUTION

NOTE: Only report transactions in Reportable Securities.


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit D

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

ACCESS PERSONS

PERSONAL REPORTABLE SECURITIES TRANSACTION PRE-CLEARANCE FORM

(See Code of Ethics, Restrictions for Access Persons, Section D)

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

Pre-clearance is requested for the following proposed transactions:

SECURITY NAME / TYPE / TICKER / CUSIP

INTEREST RATE & MATURITY D ATE

NUMBER
OF
SHARES

DOLLAR
AMOUNT
OF
TRANSACTION

NATURE
OF
TRANSACTION
(Purchase, Sale,
Other)

PRICE
(or
Proposed
Price)

BROKER
/ DEALER
OR BANK
THROUGH
WHOM
EFFECTED

AUTHORIZED

Y ES

N O


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

Exhibit E

BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC

ACCESS PERSONS

PERSONAL POLITICAL CONTRIBUTION PRE-CLEARANCE FORM

(See Code of Ethics, Restrictions for Access Persons, Section C.2,)

To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:

Pre-clearance is requested for the following proposed Political Contribution(s):

N AME OF C ANDIDATE

A MOUNT

S TATE AND COUNTY
OF E LECTION

W HAT O FFICE IS
C ANDIDATE
S EEKING ?

I S COVERED
PERSON
ELIGIBLE TO
VOTE FOR
CANDIDATE ?

AUTHORIZED

Y ES

N O


Date:	Signature:

	Print Name:

	Title:

	Employer:	B ARROW , H ANLEY , M EWHINNEY & S TRAUSS , LLC

Date:	Signature:
		Firm’s Chief Compliance Officer

CWAM Code of Ethics

Amended December 15, 2014

Amended February 24, 2014

Amended September 12, 2013

Amended October 12, 2012

Amended March 23, 2012

Amended August 23, 2011

Amended February 17, 2011

Amended January 25, 2011

Amended January 3, 2011

Amended August 17, 2010

Amended May 1, 2010

Amended March 12, 2010

Amended February 16, 2010

Amended February 10, 2010

Amended January 1, 2010

Amended October 27, 2009

Amended January 1, 2009

Amended August 25, 2008

Amended July 1, 2008

Amended November 20, 2007

(Effective January 2, 2007)


Overview			3
Part I - Statement of General Principles			5
A. Compliance with the Spirit of the Code			6
B. Federal Law Prohibits Fraudulent and Deceptive Acts			6
C. Compliance with other CWAM and Ameriprise Policies			7
D. Contacts for Questions and Reporting Violations of this Code			7

CWAM Code of Ethics

Revised 12/15/14


E. Training and Education			7
Part II - Prohibited Transactions and Activities			8
A. Prohibited Transactions in Mutual Funds			8
1. Short-Term Trading Prohibition.			8
2. Late Trading Prohibition.			8
3. Market Timing Prohibition.			8
B. Prohibited Transactions in Reportable Securities			9
1. Client Conflict.			9
2. Fifteen Calendar Day Blackout Period.			9
3. IPOs and Limited Offerings.			9
4. Short-Term Trading (60 Calendar Days).			10
5. Selling Short and Transactions Involving Certain Derivatives			10
6. Excessive Trading.			11
C. Other Prohibitions			11
1. Disclosure of Nonpublic Information.			11
2. Restriction on Service as Officer or Director by Covered Persons.			11
3. Participation in Investment Clubs.			11
4. Additional Restrictions for Specific Sub-Groups.			11
D. Additional Trading Restrictions Applicable to Investment Persons			11
1. IPOs and Limited Offerings.			11
2. Client Account Priority			12
3. Trade Restrictions Pertaining to Portfolio Managers			12
4. Trade Restrictions Pertaining to Analysts			13
5. Gifts			14
E. Exemptions			14
Part III - Pre-Clearance of Transactions			15
A. General Requirement to Pre-clear			15
B. Procedures			15
C. Exemptions			15
Part IV - Administration and Reporting Requirements			17
A. Annual Code Coverage Acknowledgment and Compliance Certification			17
B. Reporting Requirements for Covered Persons			17
C. Exceptions from the above Reporting Requirements			18
D. Code Administration			18
Part V - Penalties for Non-Compliance			19
Part VI - Code Requirements for Ameriprise/CMIA and Threadneedle Associates
A. Pre-clearance of Transactions
B. Reporting and Certifications
C. Penalties for Non-Compliance
Appendix A - Beneficial Ownership			21
Appendix B - Definitions			23
Appendix C – Other CWAM and Ameriprise Policies			26


Part I		2

CWAM Code of Ethics

Revised 12/15/14

Overview

This Code of Ethics (the “Code”) covers a wide range of ethical conduct with a focus on obligations with respect to personal securities trading. You are obligated to comply with the terms of this Code, and thus you are a “ Covered Person ” for purposes of this Code, if you have been notified by the Compliance Department (“Compliance”) of Columbia Wanger Asset Management (“CWAM”) that this Code applies to you.

You will be notified by Compliance that this Code applies to you if you are a director, officer or employee of CWAM.

All Columbia Management Group and Threadneedle Asset Management employees and contractors as well as any other person deemed appropriate by Columbia Management Investment Advisers LLC (“CMIA”) Compliance are subject to the Ameriprise Global Asset Management Personal Account Dealing and Code of Ethics Policy (the “GAM Code”). The GAM Code, among other things, prohibits the misuse of confidential information and requires the pre-clearance of certain personal securities transactions. To accomplish effective administration of the prohibitions contained in the CWAM Code, CWAM has delegated to CMIA Compliance the responsibility of administering personal trade monitoring and reporting with respect to these individuals by establishing policies and procedures that require pre-clearance of applicable personal transactions against CWAM’s client transactions. Compliance with the GAM Code in all other respects shall be deemed sufficient compliance under the CWAM Code. CMIA Compliance will report any violations of the GAM Code relating to CWAM to CWAM’s Code of Ethics Committee and, where appropriate, will impose sanctions and penalties consistent with the CWAM Code of Ethics.

Certain Covered Persons, including but not limited to portfolio managers and research analysts, may also be designated by Compliance as “ Investment Persons ” and have heightened responsibility under this Code. Investment Persons are obligated to comply with all provisions of the Code applicable to Covered Persons and additional provisions applicable to Investment Persons. If you are registered with the Financial Industry Regulatory Authority (“FINRA”) you may have additional obligations not identified in this Code due to such registration.

If you believe you should have been notified by Compliance that this Code applies to you and have not been so notified, you are obligated to contact Compliance.

Certain provisions of this Code apply to securities you beneficially own, or securities that you intend to beneficially acquire. Beneficial Ownership is defined in Appendix A and includes, among other things, securities held by members of your immediate household.

Part I of this Code sets forth certain general principles relating to the Code. Part II identifies certain prohibited transactions and activities. Part III identifies your obligation to pre-clear your personal security transactions. Part IV identifies your reporting obligations with respect to your personal securities transactions and holdings. Part V sets forth sanctions for failure to comply with this Code.


Part I		3

CWAM Code of Ethics

Revised 12/15/14

The CWAM Code of Ethics Committee (the “Committee”) is responsible for enforcing compliance with this Code. Failure to comply with this Code may result in disciplinary action, including termination of employment.

This Code is intended to satisfy the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”). In addition, this Code is intended to satisfy certain FINRA requirements for registered personnel.

Terms used herein that are both capitalized and bolded have the meaning set forth in Appendix B.


Part I		4

CWAM Code of Ethics

Revised 12/15/14


		Part I - Statement of General Principles

Our relationship with our Clients is fiduciary in nature. A fiduciary has an affirmative duty of care, loyalty, honesty and good faith. A number of specific obligations flow from the fiduciary duty we owe to our Clients, including:

•

To act solely in the best interests of Clients and to make full and fair disclosure of all material facts, particularly where CWAM’s interest may conflict with those of its Clients;

•

To have a reasonable, independent basis for our investment advice;

•

To ensure that our investment advice is suitable to the Client’s investment objectives, needs and circumstances;

•

To refrain from effecting personal securities transactions inconsistent with our Clients’ interests;

•

To obtain best execution for our Clients’ securities transactions;

•

To refrain from favoring the interest of a particular Client over the interests of another Client;

•

To keep all information about Clients (including former Clients) confidential, including the Client’s identity, Client’s securities holdings information, and other non-public information; and

•

To exercise a high degree of care to ensure that adequate and accurate representations and other information is presented.

All Covered Persons are in a position of trust and that position of trust dictates that you act at all times with the utmost integrity, avoid any actual or potential conflict of interest (described below), and not otherwise abuse that position of trust. As a fiduciary, you are required to put the interests of our Clients before your personal interests. All Covered Persons have a fiduciary duty with respect to each and all of our Clients.

A conflict of interest is any situation that presents an incentive to act other than in the best interest of a Client. A conflict of interest may arise, for example, when a Covered Person engages in a transaction that potentially favors: (i) CWAM’s interests over a Client’s interest, (ii) an associate’s interest over a Client’s interest, or (iii) one Client’s interest over another Client’s interest.

CWAM has adopted various policies designed to prevent, or otherwise manage, conflicts of interest. To effectively manage conflicts of interest, all Covered Persons must seek to prevent conflicts of interest, including the appearance of a conflict. Covered Persons must be vigilant about circumstances that present a conflict of interest and immediately seek assistance from their manager or one of the other resources identified in Part I.D of this Code.

Independence in the investment decision-making process is paramount. All Covered Persons must avoid situations that might compromise or call into question their exercise of independent judgment in the interest of Clients. For example, Covered Persons should not take personal advantage of unusual or limited investment opportunities appropriate for Clients.


Part I		5

CWAM Code of Ethics

Revised 12/15/14

The general principles discussed in this section govern all conduct, regardless of whether or not such conduct is also covered by more specific standards and procedures set forth in other sections of this Code.

A.	Compliance with the Spirit of the Code

The Committee recognizes that sound, responsible personal securities investing is an appropriate activity when trading is not excessive in nature, when it is conducted consistent with the Code and when it does not cause any actual, potential or apparent conflict of interest. Such personal securities transactions should be made in amounts consistent with the normal investment practice of the person involved and with an investment, rather than trading, outlook. In making personal investment decisions with respect to any security, however, extreme care must be exercised by Covered Persons to ensure that the prohibitions of this Code are not violated. Further, personal investing by a Covered Person should be conducted in such a manner so as to eliminate the possibility that the Covered Person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of a Client Accounts.

The Committee will not tolerate personal securities trading activity that is inconsistent with duties to our Clients or that injures the reputation and professional standing of our organization. Technical compliance with the specific requirements of this Code will not insulate you from sanction should a review of your personal securities trades indicate breach of your duty of loyalty to a Client or otherwise pose harm to our organization’s reputation.

The Committee has the authority to grant written waivers of the provisions of this Code. It is expected that this authority will be exercised only in rare instances.

B.	Federal Law Prohibits Fraudulent and Deceptive Acts

All Covered Persons are required to comply with all Federal Securities Laws , including but not limited to Rule 204A-1 of the Advisers Act , Rule 17j-1 of the Investment Company Act and the anti-fraud provisions of both the Advisers Act and Investment Company Act.

The Advisers Act makes it unlawful for any investment adviser, directly or indirectly, to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in any transaction or practice that operates as a fraud or deceit on such persons.

The Investment Company Act makes it unlawful for any director, trustee, officer or employee of an investment adviser of an investment company, as well as certain other persons, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by the investment company:

To employ any device, scheme or artifice to defraud the fund;

To make to the fund any untrue statement of a material fact or omit to state to the fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;


Part I		6

CWAM Code of Ethics

Revised 12/15/14

To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the fund; or

To engage in any manipulative practice with respect to the fund.

C.	Compliance with other CWAM and Ameriprise Policies

Compliance with this Code is in addition to your obligation to comply with other CWAM and Ameriprise policies that may be applicable to you.

Covered Persons are subject to additional policies, including but not limited to those set forth in Appendix C.

D.	Contacts for Questions and Reporting Violations of this Code

Each Covered Person must promptly report any conduct that he or she reasonably believes constitutes or may constitute a violation of the Code. Covered Persons must promptly report all relevant facts and circumstances relating to such potential violation of the Code to the Chief Compliance Officer (“ CCO ”; currently, Joe LaPalm at 312-634-9829).You will not be retaliated against for reporting information in good faith in accordance with this policy.

In addition, if you have any questions relating to a personal securities transaction, you may call Compliance directly or send an email to “DG_227W-Compliance_Dept_Members” and if you have any questions relating to the conflict of interest provisions of this Code, you may contact Joe LaPalm at 312-634-9829.

E.	Training and Education

Training on this Code will occur periodically. All Covered Persons are required to complete all assigned training and read any applicable materials.


Part I		7

CWAM Code of Ethics

Revised 12/15/14


		Part II - Prohibited Transactions and Activities

Part II of the Code focuses on personal securities trading and identifies certain prohibited transactions and activities. In the event there is a stated exception to a prohibited transaction and you qualify for the exception, you are not relieved of any other obligation you may have under this Code, including any requirement to pre-clear (see Part III) and report (see Part IV) the transaction.

A.	Prohibited Transactions in Mutual Funds

1.	Short-Term Trading Prohibition.

No Covered Person may engage in the purchase and subsequent sale or exchange of the same class of shares of a Reportable Fund advised or sub-advised by CWAM within 60 calendar days of one another. Therefore, if a Covered Person purchases shares of a Reportable Fund advised or sub-advised by CWAM, he or she will not be permitted to sell or exchange any shares of that fund, including shares previously purchased, for at least 60 calendar days. Day 1 of the 60-day holding period is the day a Covered Person purchases shares of a Reportable Fund advised or sub-advised by CWAM. The Covered Person may sell or exchange the shares on Day 61. The CCO has the authority to grant exceptions to the requirements of this section; however, such exceptions will be granted in only rare cases of hardship or other unusual circumstances, or where shares were purchased as part of an Automatic Investment Plan.

2.	Late Trading Prohibition.

Late Trading of mutual funds, wherein an order for mutual fund shares is placed after the fund is closed for the day and the transaction is priced using the closing price for that day, is illegal. No Covered Person shall engage in any such Late Trading transaction in mutual fund shares. In addition to being illegal, Late Trading presents a conflict of interest and a violation of fiduciary duty.

3.	Market Timing Prohibition.

No Covered Person shall engage in mutual fund Market Timing activities. The Committee believes that the interests of a mutual fund’s long-term shareholders and the ability of a mutual fund to manage its investments may be adversely affected when fund shares are repeatedly bought, sold or exchanged by any individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice, known as Market Timing can occur in direct purchases and sales of mutual fund shares, through rapid reallocation of funds held in a 401(k) plan or similarly structured retirement plan or other accounts invested in mutual fund assets, or through the rapid reallocation of funds held in variable annuity and variable life policies invested in mutual fund assets. In addition to being prohibited by this Code, mutual fund Market Timing presents a conflict of interest and is a violation of fiduciary duty.


Part II		8

CWAM Code of Ethics

Revised 12/15/14

B.	Prohibited Transactions in Reportable Securities

1.	Client Conflict.

No Covered Person shall purchase or sell, directly or indirectly, any Reportable Security (all corporate securities, Closed-end Funds , and exchange traded funds, further defined in Appendix B) in which such person had, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership when, at the time of such purchase or sale, the Covered Person knew, or should have known, that the same class of security:

•

is the subject of an open buy or sell order for a Client Account ; or

•

is Being Considered for Purchase or Sale by a Client Account.

2.	Fifteen Calendar Day Blackout Period.

No Covered Person shall purchase or sell any Reportable Security within a period of seven calendar days before or after a purchase or sale of the same class of security by a Client Account . For example, if a security is traded in a Client Account on a Monday, then Tuesday will be considered Day 1 and the following Monday will be considered Day 7. A Covered Person may trade the security on Day 8 (Tuesday). Similarly, if a Covered Person trades a security on a Monday, a violation will occur if the security is traded in a Client Account prior to the following Tuesday. The spirit of this Code requires that no Covered Person intentionally delay trades on behalf of a Client Account so that their own personal trades avoid falling within the fifteen day blackout period. In addition to these blackout period restrictions, Compliance will confirm the public disclosure of client ownership prior to approving personal trades.

3.	IPOs and Limited Offerings.

No Covered Person shall acquire Beneficial Ownership of securities in an IPO or Limited Offering except with the prior written approval of the CCO. Covered Persons registered with FINRA are prohibited from investing in IPOs. Investment Persons may invest in IPOs but are subject to the additional restrictions outlined in Part II.D.1, below. In approving such acquisition, the CCO must determine that the acquisition does not conflict with the Code or its underlying policies, that the investment opportunity could not instead be reserved for Clients, and that the opportunity has not been offered to the Covered Person because of the Covered Person’s relationship with Ameriprise, CWAM, or a Client. The CCO may approve acquisition under certain circumstances, such as:

•

An opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the Covered Person’s ownership of an insurance policy issued by the IPO company or an affiliate of the IPO company conveys the investment opportunity;

•

An opportunity resulting from the Covered Person’s pre-existing ownership of an interest in the IPO company or status of an investor in the IPO company; or

•

An opportunity made available to the Covered Person’s spouse, in circumstances permitting the CCO reasonably to determine that the opportunity is being made available for reasons other than the Covered Person’s relationship with Ameriprise, CWAM, or its Clients (for example, because of the spouse’s employment).


Part II		9

CWAM Code of Ethics

Revised 12/15/14

4.	Short-Term Trading (60 Calendar Days).

Covered Persons may not profit from any purchase and sale of the same class of Reportable Security within any period of 60 calendar days or less. Note, regarding this restriction, that:

(a)

The 60 calendar day restriction period commences on the day of purchase of any Reportable Security. The Covered Person may sell the Reportable Security for a profit on Day 61, where Day 1 was the day of the purchase of the Reportable Security.

(b)

The 60-day restriction applies on a “last in, first out basis.” As a result, a Covered Person (or Family/Household Member ) may not buy and sell the same class of Reportable Security within 60 days even though the specific shares or other securities involved may have been held longer than 60 days, when doing so will result in a profit to the Covered Person .

(c)

Purchase and sale transactions in the same security within 60 days that result in a loss to the Covered Person (or Family/Household Member) are not restricted.

(d)

The 60-day restriction does not apply to the exercise of options to purchase shares of BAC or Ameriprise stock, or stock of another company whose options have been awarded as part of a compensation program, and the immediate sale of the same or identical shares, including so-called “cashless exercise” transactions.

(e)

Strategies involving corporate securities options with expirations of less than 60 days may result in violations of the short-term trading ban.

(f)

Involuntary transactions that are the result of unforeseen corporate activity occurring within 60 days of purchase are not restricted.

(g)

Exceptions to the short-term trading ban may be requested in writing, addressed to the CCO, in advance of a trade and will generally be granted only in rare cases of hardship, gifting of securities or other unusual circumstances where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. Circumstances that could provide the basis for an exception from short-term trading restriction might include, for example, among others:

•

the disclosure of a previously nonpublic, material corporate, economic or political event or activity that could cause a reasonable person in like circumstances to sell a security even if originally purchased as a long-term investment; or

•

the Covered Person’s economic circumstances materially change in such a manner that enforcement of the short-term trading ban would result in the Covered Person being subjected to an avoidable, inequitable economic hardship.

•

An irrevocable charitable gift of securities provided no abuse is intended.

•

Instances where the purchase was part of an Automatic Investment Plan.

5.	Selling Short and Transactions Involving Certain Derivatives

No Covered Person may sell short any Reportable Security; provided, however, that Covered Persons may sell short against broad market indexes and “against the box.”

No Covered Person may write a “naked” call option on any Reportable Security or purchase a put option on any Reportable Security; provided, however, that Covered Persons may write a covered call or buy a protective put on a Reportable Security.


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6.	Excessive Trading.

Covered Persons are strongly discouraged from engaging in excessive trading for their personal accounts. Trading activity of Covered Persons that, by the sole determination of management, interferes with daily responsibilities is prohibited. Covered Persons who are warned of excessive trading by Compliance must appropriately reduce trading activity or will be subject to disciplinary action.

C.	Other Prohibitions

•

Disclosure of Nonpublic Information.

Covered Persons are prohibited from disclosing to persons outside of CWAM any material nonpublic information about any Client, the securities investments made on behalf of a Client, information about contemplated securities transactions, or information regarding our trading strategies, except as required to effectuate securities transactions on behalf of a Client or for other legitimate business purposes. Disclosure of nonpublic information is a breach of fiduciary duty.

•

Restriction on Service as Officer or Director by Covered Persons.

Covered Persons are prohibited from serving as an officer or director of any publicly traded company, other than Ameriprise or its affiliates, absent prior authorization from Compliance based on a determination that the board service would not be inconsistent with the interests of any Client. A Covered Person serving as a director or officer of a private company may be required to resign, either immediately or at the end of the current term, if the company goes public during his or her term as director or officer.

•

Participation in Investment Clubs.

Covered Persons (including with respect to assets that are beneficially owned by the Covered Person) may participate in private investment clubs or other similar groups only upon advance written approval from Compliance, subject to such terms and conditions as Compliance may determine to impose. Investment Persons may not begin participation in private investment clubs or other similar groups.

•

Additional Restrictions for Specific Sub-Groups.

Specific sub-groups in the organization may be subject to additional restrictions, as determined by Compliance. Compliance shall keep separate applicable procedures and communicate accordingly to these groups.

D.	Additional Trading Restrictions Applicable to Investment Persons

1.	IPOs and Limited Offerings.

All Investment Persons are required to obtain written manager pre-approval for personal investments in IPOs and Limited Offerings. This means you are required to obtain approval from your immediate manager or their designee. After obtaining manager pre-approval, Investment Persons must obtain pre-approval from the CCO.


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Investment Persons who have been authorized to acquire securities in a Limited Offering are required to disclose that investment to their manager when the Investment Person plays a role in any Client’s subsequent consideration of an investment in the issuer. In such circumstances, the decision to purchase securities of the issuer for the Client should be made either by another employee or, at a minimum, should be subject to an independent review by investment personnel with no personal interest in the issuer.

2.	Client Account Priority

The Funds and Client Accounts under management shall be given priority when investment opportunities arise. Portfolio Managers and Analysts may not execute transactions for their personal accounts without first determining whether the transaction is appropriate for a Fund or Client Account.

Analysts at CWAM are assigned industry coverage areas. Portfolio Managers at CWAM are also assigned coverage areas, in addition to their overall responsibility for Funds and Client Accounts. All Portfolio Managers and Analysts must comply with the pre-clearance and reporting restrictions of this Code, and are, in addition, subject to the following restrictions. A security is “followed by CWAM” for purposes of this Section if it has been entered into CWAM’s Equity Research Data Base.

3.	Trade Restrictions Pertaining to Portfolio Managers

(a)

Purchases

i. Portfolio Managers may not purchase any securities owned by CWAM and within the coverage area of that Portfolio Manager, or not within the coverage area of that Portfolio Manager but held by the Funds or Client Accounts managed by the Portfolio Manager.

ii. Portfolio Managers may not purchase any security that is within the investment parameters established by the Funds or Client Accounts managed by the Portfolio Manager UNLESS:

•

It is outside the Portfolio Manager’s coverage area;

•

The Analyst responsible for that coverage area declines the investment opportunity on behalf of the Funds and Client Accounts advised by the Portfolio Manager; and

•

The Analyst’s conclusion is provided in writing to Compliance in advance of the transaction.

•

OR the security is an Exchange-Traded Fund and the Portfolio Manager notifies all other Portfolio Managers of his or her intent to invest in an Exchange-Traded Fund in his or her coverage area. The Portfolio Manager must send this notification by email, copy the Compliance Department, and explain whether an investment review meeting is warranted to discuss the industry, region, or coverage area. Any Portfolio Manager may decide whether to hold such a meeting.


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(b)

Sales

Absent a showing of hardship or other extraordinary circumstances, a Portfolio Manager who owns a security that is later purchased by the Fund or Client Accounts advised by that Portfolio Manager may not sell that security unless and until the Fund or Client Accounts completely dispose of that security.

(c)

Securities Later Proposed for Fund or Client Accounts

A Portfolio Manager may purchase a security that at the time of purchase is not a suitable investment for that Portfolio Manager’s Funds or Client Accounts, or is not recommended for the Funds or Client Accounts by the Analyst responsible for that coverage area. If at a later date the security becomes suitable and the Analyst wishes to recommend it for the Funds or Client Accounts, and the Portfolio Manager does not wish to invest in the security for the Funds or Client Accounts, then the Portfolio Manager must provide this conclusion in writing to Compliance and the Chief Investment Officer. The CIO shall determine the appropriate course of action regarding the potential investment.

4.	Trade Restrictions Pertaining to Analysts

(a)

Purchases

i. Analysts may not purchase any security within their coverage areas that is owned by the Funds or Client Accounts.

ii. Analysts may not purchase any security within their coverage areas UNLESS:

•

The investment is inappropriate for Funds or Client Accounts because it is not within their investment parameters or is otherwise unsuitable;

•

The purchase is approved in advance and in writing by the CIO based on that person’s independent decision to decline the investment opportunity on the basis that the security is inappropriate for Funds or Client Accounts, or is otherwise unsuitable; and

•

The Chief Investment Officer’s conclusion is provided in writing to Compliance in advance of the transaction.

•

The security is an Exchange-Traded Fund and the Analyst notifies all of the Portfolio Managers of his or her intent to invest in an Exchange-Traded Fund in his or her coverage area. The Analyst must send this notification by email, copy the Compliance Department, and explain whether an investment review meeting is warranted to discuss the industry, region, or coverage area. Any Portfolio Manager may decide whether to hold such a meeting.

(b)

Sales

Absent a showing of hardship or other extraordinary circumstances, an Analyst who owns a security within his or her coverage area that is later purchased by the Fund or Client Accounts may not sell that security unless and until the Fund or Client Accounts completely dispose of that security.


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Gifts

Notwithstanding the restrictions above, an Investment Person may make an irrevocable gift of securities to a charitable organization, provided any such gift is first approved by Compliance.

E.	Exemptions

The following transactions are exempt from the prohibitions contained in this Part II:

•

Transactions effected pursuant to an Automatic Investment Plan . Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan.

•

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

•

Transactions that are involuntary on the part of the Covered Person (e.g., stock splits and automatic conversions including redemptions, mergers and acquisitions).

•

Transactions effected in any account in which the Covered Person may have a beneficial interest, but no direct or indirect Influence or Control of investment or trading activity, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

•

Such other transactions as the Committee shall approve in their sole discretion, provided that Compliance shall find that such transactions are consistent with the Statement of General Principles of this Code and applicable law. The Committee shall maintain a record of the approval and will communicate to the Covered Person’s manager(s).


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LOGO

Part III - Pre-Clearance of Transactions

A.	General Requirement to Pre-clear

Covered Persons must pre-clear all transactions, except as exempted below, in Reportable Securities in which they have, or intend to acquire, Beneficial Ownership. In addition, Covered Persons must pre-clear all redemptions or exchanges of Reportable Funds advised or sub-advised by CWAM.

B.	Procedures

In order to pre-clear a transaction, Covered Persons shall log into Financial Tracking, enter all required information, and shall not effect a trade until approval is granted by CWAM Compliance. Pre-clearance approvals are valid until 3:00 pm central time of the next business day after approval. For example, if a pre-clearance approval is granted on Tuesday, the approval is valid until 3:00 pm central time Wednesday. In certain rare instances when a trade cannot be completed during the time allowed, CWAM Compliance may elect to issue an extended approval.

C.	Exemptions

The following transactions are exempt from the pre-clearance requirement:

•

Transactions in Reportable Funds not advised or sub-advised by CWAM.

•

Transactions in BAC and Ameriprise Retirement Plans (excluding the PCRA 401(k) option, as transactions in this account DO require pre-clearance).

•

Transactions in Company-Directed 401(k) Plans (provided they are not transactions of Reportable Securities or Sales of Reportable Funds advised or sub-advised by CWAM).

•

Transactions in municipal securities and foreign government debt obligations.

•

Opening a 529 Plan, or transactions in 529 Plans.

•

Transactions by Covered Persons on leave that do not have home access to CWAM’s data; provided, however, that transactions by Covered Persons on leave with home access are not exempt from the pre-clearance requirements.

•

Transactions effected in any account in which the Covered Person may have a beneficial interest, but no direct or indirect Influence or Control of investment or trading activity, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

•

Transactions effected pursuant to an Automatic Investment Plan. Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan. This will include individual transactions effected pursuant to a 10b-5-1 Plan implemented for corporate executives who qualify for such plans, however the initial plan must be submitted to Compliance for approval, and Compliance must be notified if any changes are made to the pre-determined investment scheme.


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•

Transactions that are involuntary on the part of the Covered Person (e.g., stock splits, automatic conversions).

•


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LOGO

Part IV - Administration and Reporting Requirements

A.	Annual Code Coverage Acknowledgment and Compliance Certification

All Covered Persons will annually furnish acknowledgment of coverage (including Family/Household Members) under, and certification of compliance with, this Code. Copies of this Code and any amendments to the Code are required to be provided to all Covered Persons. All Covered Persons are required to provide acknowledgment of their receipt of the Code and any amendments.

B.	Reporting Requirements for Covered Persons

You must report holdings of Reportable Securities and Reportable Funds owned by you and/or your Family/Household Members.

You must also report accounts in which you or any Family/Household Member have direct or indirect ownership interest that are capable of holding Reportable Securities or Reportable Funds, including accounts such as those with broker-dealers, banks, fund companies and insurance companies (“ Investment Accounts ”), as well as 529 Plans. Therefore, even if an Investment Account does not currently contain Reportable Securities or Reportable Funds, you are obligated to report the existence of such Investment Account if it has the capacity to hold such securities.

The information you report regarding your Investment Accounts and holdings of Reportable Securities and Reportable Funds must not be more than 45 days old. Reporting by all Covered Persons is required as follows:

•

By the 10 ^th calendar day after becoming a Covered Person, you must report such holdings, acknowledge that you have read and understand this Code, that you understand that it applies to you and to your Family/Household Members and that you understand that you are a Covered Person (and, if applicable, an Investment Person) under the Code.

•

By the 30 ^th calendar day following the end of the calendar quarter, all Covered Persons are required to provide Compliance with a report of their Investment Accounts (including Investment Accounts opened during the quarter) and all transactions, whether automatic or voluntary, in Reportable Securities and Reportable Funds during the quarter.

•

By the 30 ^th calendar day after the end of the calendar year, Covered Persons are required to provide Compliance with a detailed annual report of their holdings of any Reportable Securities and Reportable Funds.

Each Covered Person shall cause every broker-dealer or investment services provider with whom he or she (or a Family/Household Member) maintains an Investment Account to provide duplicate periodic statements and trade confirmations to Compliance for all accounts holding or transacting trades in Reportable Securities or Reportable Funds, with the exception of 529 Plans, which must be reported but do not necessitate providing duplicate statements. All duplicate statements and confirmations should be sent to the following address:

Compliance Department

Columbia Wanger Asset Management

227 W. Monroe Street, Suite 3000

Chicago, IL 60606


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C.	Exceptions from the above Reporting Requirements

The designation of any Covered Person on an official leave of absence will be reviewed by the CCO to determine whether the individual should still be considered a Covered Person. The CCO will consider factors such as whether the employee continues to have password access to electronic firm and client data and whether the employee continues to be in contact with other Covered Persons at the firm. If the CCO determines the individual is not a Covered Person, the individual will be exempt from the above reporting requirements while on leave. However, any Covered Person on an official leave of absence with such access will be responsible for the above reporting.

The following Investment Accounts do not need to be reported, and therefore transactions within these accounts also do not need to be reported:

•

BAC and Ameriprise Retirement Plans (excluding the PRCA 401(k) option, which DOES need to be reported)

•

Company-Directed 401(k) Plans (provided they are not capable of holding any Reportable Funds or Reportable Securities)

•

Accounts in which a Covered Person has Beneficial Ownership but not investment discretion, Influence or Control, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

D.	Code Administration

The Committee has charged Compliance with the responsibility of day-to-day administration of this Code. Compliance will quarterly provide reports to the Committee that will include all material violations noted during the period. The quarterly report will include associate name, job title, manager name, description of the violation, and a record of any recommended sanction.

The CCO shall report any relevant issues to the respective Fund CCO and mutual fund board of trustees as required by Rule 17j-1 of the Investment Company Act and such fund’s code of ethics.


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		Part V - Penalties for Non-Compliance

Upon discovering a violation of the Code, Compliance shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal, etc.). Following those corrective efforts, the Committee may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate. The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. It is important to note that violations of the Code may occur without employee fault (e.g., despite pre-clearance). In those cases, punitive action may not be warranted, although remedial steps may still be necessary. Violations of the Code include, but are not limited to the following:

•

Execution of a personal securities transaction without pre-clearance;

•

Execution of a personal securities transaction with pre-clearance, but Client account activity in the same issuer occurs within seven days of the employee’s personal securities transaction;

•

Execution of a personal securities transaction after being denied approval;

•

Profiting from short-term trading of Reportable Securities (60 calendar days);

•

Trading Reportable Funds advised or sub-advised by CWAM in violation of the 60 day restriction;

•

Failure to disclose the opening or existence of an Investment Account;

•

Failure to obtain prior approval of a purchase of an IPO or shares in a Limited Offering; and

•

Failure to timely complete and submit periodic certifications and acknowledgments.

The Committee will consider the specific facts and circumstances of any violations and will determine appropriate sanctions. Factors to be considered during any review would include but are not limited to:

•

Whether the act or omission was intentional or voluntary;

•

Whether mitigating or aggravating factors existed;

•

The person’s history or prior violations of the Code;

•

The person’s cooperation, acknowledgment of transgression and demonstrable remorse;

•

The person’s position within the firm (i.e., whether the employee is deemed to be a Covered Person or Investment Person);

•

Whether the person transacted in the security of an issuer in which his/her product area has invested or could invest;

•

Whether the person was aware of any information concerning an actual or contemplated investment in that same issuer for any Client account; and

•

Whether the price at which the personal securities transaction was effected was more advantageous than the price at which the Client transaction in question was effected.

The type of sanctions to be imposed include, but are not limited to, oral or written warnings, trade reversals, disgorgement of profits, monetary fines, suspension or termination of personal


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trading privileges and employment suspension or termination. Failure to adhere to the Code provisions and cooperate with Compliance could also affect a person’s performance review, potentially having an impact on compensation.


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Appendix A - Beneficial Ownership

You should carefully read this Appendix A to determine securities that are deemed to be beneficially owned by you for purposes of the Code. The definition of “Beneficial Ownership” for purposes of the Code is very broad and may include securities you would not intuitively consider to be owned by you. You should review this entire Appendix A and if you have any questions as to whether you beneficially own a security for purposes of the Code, contact the Compliance Department

For purposes of this Appendix A, the term “you” includes members of your immediate family sharing the same household with you. Your “immediate family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). The term “you” also includes any immediate family member not living in your household if the family member is economically dependent upon you.

Definitions

Beneficial Ownership . For purposes of the Code, you are deemed to have “Beneficial Ownership” of a security if you have: (i) a Pecuniary Interest in such security and Influence or Control over such security or (ii) Influence or Control over such security and such Influence or Control arises outside of your regular employment duties.

Pecuniary Interest . The term “Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of securities to reach the substance of a particular arrangement. You not only have a Pecuniary Interest in securities held by you for your own benefit, but also securities held (regardless of whether or how they are registered) by others for your benefit, such as securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any security owned by an entity directly or indirectly controlled by you.

Influence or Control . To have “Influence or Control” over a security, you must have an ability to prompt, induce or otherwise effect transactions in the security. Whether you have influence or control over a security is based upon the facts and circumstances of each case; however, the determining factor in each case will be whether you have an ability to prompt, induce or otherwise effect transactions in the security.


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Examples of How the Definition of Beneficial Ownership is Applied

Set forth below are some examples of how the definition of Beneficial Ownership is applied in different contexts.

•

Family Holdings. You are deemed to have Beneficial Ownership of securities held by members of your immediate family sharing the same household with you. Your “immediate family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). You are deemed to have Beneficial Ownership of securities held by an immediate family member not living in your household if the family member is economically dependent upon you.

•

Partnership and Corporate Holdings. You are deemed to have Beneficial Ownership of securities held by an entity you directly or indirectly control. If you are a limited partner in a partnership, you will generally not be deemed to have Beneficially Ownership of securities held by such limited partnership, provided that you do not own a controlling voting interest in the partnership. If you own or otherwise control a corporation, limited liability company or other legal entity, you will be deemed to have Beneficial Ownership of such entity’s securities.

•

Trusts. You are deemed to have Beneficial Ownership of securities held by a trust if you control the trust or if you have the ability to prompt, induce or otherwise effect transactions in securities held by the trust. For example, you would be deemed to have Beneficial Ownership of securities held by a trust if you have the power to revoke the trust without the consent of another person, or if you have actual or de facto investment control over the trust. In a typical blind trust, you would not be deemed to have Beneficial Ownership of the securities held by the trust.

•

Estates. You are typically not deemed to have Beneficial Ownership of securities held by executors or administrators in estates in which you are a legatee or beneficiary unless, under the facts and circumstances, you have the ability to prompt, induce or otherwise effect transactions in the securities held by the estate. You are typically deemed to have Beneficial Ownership of securities held by an estate if you act as the executor or administrator of such estate and, under the facts and circumstances, you have the ability to prompt, induce or otherwise effect transactions in the securities held by the estate.

•

Where You Have Given Investment Discretion to Another Party. You are typically not deemed to have Beneficial Ownership of securities managed by someone other than yourself where you have given such party sole investment discretion. For example, you are not deemed to have Beneficial Ownership of securities held in an account at the Private Bank or BAI if the Private Bank or BAI exercises sole investment discretion with respect to such securities.

•

Where You Have Received Investment Discretion from Another Party Outside of Your Employment. You are typically deemed to have Beneficial Ownership of securities held in an account or other vehicle if you manage such account or other vehicle outside of your employment, even if you do not have an economic interest in such securities. For example, you are deemed to have Beneficial Ownership of securities held in a brokerage account if you have a power of attorney with respect to the account. Similarly, you are deemed to have Beneficial Ownership of securities held in an Education Trust if you have an ability to prompt, induce or otherwise effect transactions in such securities, even if you do not have an economic interest in the asset of the trust.


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Appendix B - Definitions

Terms used in this Code that are capitalized and bolded have a special meaning. To understand the Code, you need to understand the definitions of these terms below.

“ Ameriprise Retirement Plan ” means any retirement plan sponsored by Ameriprise for the benefit of its employees.

“Automatic Investment Plan ” means a plan or other program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a pre-determined schedule and allocation. These may include payroll deduction plans, issuer dividend reinvestment programs, 401(k) automatic investment plans, or the annual vesting of units into shares in a Mutual Fund Incentive Program.

“ BAC ” means Bank of America Corporation and its affiliates.

“ Being Considered for Purchase or Sale ” – a security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated or, with respect to the person making the recommendation, when such person decides to make the recommendation.

“ Beneficial Ownership ” has the meaning set forth in Appendix A, and refers to securities not only held by a Covered Person for his or her benefit, but also held by others for his or her benefit in an account over which the Covered Person has Influence or Control.

“ CCO ” means CWAM’s Chief Compliance Officer or his/her designee.

“ Client ” means any entity to which CWAM provides financial services.

“ Client Account ” means any investment management account or fund for which CWAM acts as investment advisor or sub-advisor.

“ Closed-end Fund ” refers to a registered investment company whose shares are publicly traded in a secondary market rather than directly with the fund.

“CMIA” means Columbia Management Investment Advisers, LLC.

“ Company-Directed 401(k) Plan” means a 401(k) plan that offers a limited number of investment options consisting solely of mutual funds in which one directs their investments. A 401(k) plan whereby the participant may direct stock investments is not a Company-Directed 401(k) Plan for purposes of this Code.

“ Covered Person ” is a person to whom this Code applies, including but not limited to CWAM officers, employees, and support partners.

“ Family Holdings ” and “ Family/Household Member ” refer to immediate family, sharing the same household as a Covered Person, or a family member outside of the household who is economically dependent on the Covered Person.


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“ Federal Securities Laws ” means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a –mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999)), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 –5314; 5316 – 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of Treasury.

“ Influence or Control ” has the meaning set forth in Appendix A, and refers to a person’s direct or indirect ability to affect the management of securities.

“ Investment Account ” means an account comprising all or a part of a person’s portfolio, held with a broker-dealer, bank, fund company, insurance company, or other entity capable of administering holdings of securities and funds on behalf of a client.

“ Investment Person ” refers to a Covered Person whose knowledge and influence on Client Accounts as a portfolio manager or research analyst necessitates the imposition of additional obligations and responsibilities under the Code.

“ IPO ” generally refers to a company’s first offer of shares to the public. Specifically, an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“ Late Trading ” is the illegal trading of mutual funds wherein an order is placed after the fund is closed for the day and the transaction is priced using the closing price for that day.

“ Limited Offering ” generally refers to an offering of securities that is not offered to the public and includes an offering that is exempt from registration under the Securities Act of 1933 pursuant to Sections 4(2) or 4(6) of, or Regulation D under, the Securities Act of 1933.

“ Market Timing ” is the repeated buying, selling, or exchanging of fund shares by an individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice can occur in direct purchases and sales of fund shares, or through rapid reallocation of funds held in 401(k) plans or variable annuity or life policies.

“ Reportable Fund ” means shares of any open-end mutual fund registered under the Investment Company Act, other than money market funds or other short-term bond funds, whose investment adviser, sub-adviser or principal underwriter is controlled by Ameriprise Financial. The following companies are deemed to be controlled by Ameriprise for purposes of this Code: RiverSource, Seligman, Threadneedle, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Pte. Ltd., Columbia Wanger Asset Management LLC.

“ Reportable Security ” includes corporate securities, Closed-end Funds, options on securities, warrants, rights, exchange traded funds, foreign government debt obligations, and municipal securities, including 529 Plans. Reportable Securities therefore include anything that is considered a “security” under the Investment Advisers Act, but do not include:

1.	Direct obligations of the United States Federal Government.


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

3.	Insurance company general accounts (short-term cash equivalent options of a variable life insurance policy).

4.	Shares of a money market fund or other short-term income or short-term bond funds.

5.	Shares of any open-end mutual fund, including any shares of a Reportable Fund.

6.	Futures and options on futures. However, a proposed trade in a “single stock future” (a security future which involves a contract for sale for future delivery of a single security) is subject to the Code’s pre-clearance requirement.

If you have any question or doubt about whether an investment is a Reportable Security under this Code, ask Compliance.


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Appendix C – Other CWAM and Ameriprise Policies

•

CWAM Statement of Operations and Supervisory Procedures Manual

•

CWAM Information Wall Policy

•

CWAM Misuses of Material Nonpublic Information Policy

•

CWAM Portfolio Holdings Disclosure Policy

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CWAM Gifts and Entertainment Policy

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CWAM Pay to Play Policy

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CWAM Public Appearance and Media Interview Policy

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Social Media Policy - Ameriprise


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Effective Date: January 1, 2015

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A Message from Our Co-CEOs

The success of Dimensional Fund Advisors can be traced directly back to our firm’s first two guiding principles: Act in the best interest of clients, and act ethically and legally. These beliefs have helped us set the industry standard in exceptional service and build lasting partnerships with our clients.

These strong relationships, some spanning over 20 years, are built on trust – treating our clients as we would want to be treated and always doing what we say we are going to do. We take our fiduciary obligation seriously and continually work to act as stewards of our clients’ assets, free from conflicts of interest.

Our firm’s commitment to integrity makes us stand out in a financial industry where competitive pressures are intense to behave otherwise. Dimensional will never compromise its principles or its compliance with laws and regulations, and we depend on our employees, as representatives of the firm, to uphold our ideals.

Please read this guide to learn the rules that influence our decisions and enable us to maintain the highest legal and ethical standards. Your cooperation with our code of ethics and standard of conduct will guarantee our reputation well into the future. We would like to thank you for your continued dedication to Dimensional and to our clients, which in turn allows us to continue providing for your success.

[Digital signatures]

David Booth and Eduardo Repetto

TABLE OF CONTENTS


STANDARD OF CONDUCT			4
R EPORTING C ODE V IOLATIONS			4

CODE OF ETHICS			5
W HO IS SUBJECT TO THE C ODE OF E THICS ?			5
C OVERED A CCOUNTS			5
N ON -R EPORTABLE A CCOUNTS			5
P ERSONAL S ECURITIES T RANSACTIONS			6
D ESIGNATED O FFICERS			6
R EPORTABLE T RANSACTIONS			6
P ERSONAL T RADING R ESTRICTIONS AND P ROHIBITED A CTIVITIES			7
E XCEPTIONS TO C ODE R ESTRICTIONS			7
C ERTIFICATION R EQUIREMENTS			8
R EPORTING R EQUIREMENTS			8
Summary of Reporting Obligations			8
S ANCTIONS			9
C OMMUNICATIONS WITH D ISINTERESTED T RUSTEES AND O UTSIDE D IRECTORS			9
J APAN S UPPLEMENT			9

OUTSIDE ACTIVITIES			10
G UIDELINES			10
A PPROVAL PROCESS			11

GIFTS AND BUSINESS ENTERTAINMENT			12
G IFTS			12
B USINESS E NTERTAINMENT			12

POLITICAL CONTRIBUTIONS			14

OTHER POLICY HIGHLIGHTS			16
P OLICY A GAINST B RIBERY AND C ORRUPTION			16
P RIVACY P OLICIES			16

GLOSSARY OF TERMS			17

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Standard of Conduct

All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensional’s Code of Ethics (the “Code”) is designed to help ensure that our actions are consistent with these high standards.

The Code has been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:

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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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full, fair, accurate, timely and understandable disclosure in reports and documents filed with relevant global regulatory agencies and in other public communications made by Dimensional;

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compliance with applicable governmental laws, rules, and regulations;

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the prompt internal reporting of violations of the Code to the Global Chief Compliance Officer (“Global CCO”) and the Deputy Chief Compliance Officer (“Designated Officer”); and

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accountability for adherence to the Code.

Adherence to the Code is a basic condition of employment. Whether or not a specific situation is addressed, employees must conduct themselves in accordance with its general principles and in a manner that is designed to avoid any actual or potential conflicts of interest . Failure to comply could result in disciplinary action, up to and including termination.

Reporting Code Violations

Dimensional is committed to fostering a culture of compliance. If you have any questions or concerns, or become aware of a violation or potential violation of the Code, you are required to report the matter to one of the following:

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The Global CCO and/or Designated Officer

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General Counsel or

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a member of the Ethics Committee

The Global CCO will receive reports on all violations of the Code reported to a Designated Officer and/or a member of the Ethics Committee.

Employees have the option of reporting compliance related matters on a confidential basis through the Compliance Reporting System (“CRS”), or email Compliance@dimensional.com.

Retaliation against any employee for reporting compliance related issues is cause for appropriate corrective action up to and including termination of the retaliating employee.

General Code or Standard of Conduct questions should be directed to your local Compliance Team members.

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Code of Ethics

Who is subject to the Code of Ethics?

The Code applies to all Dimensional employees, directors/ trustees, officers and general partners, all of whom have been designated as Access Persons . In addition, certain provisions of the Code also applies to Immediate Family Member(s) living in the same household.

Other restrictions on personal investment transactions may also be applied to temporary personnel (i.e. interns, contractors or consultants), whose tenure exceeds 90 days and/or who are deemed to have access to nonpublic systems.

Covered Accounts

All Access Persons are required to report all investment accounts (i.e. Covered Accounts ) with which they, their spouse, domestic partner, child or any other Immediate Family Member maintain an account in which they have Beneficial Ownership or interests. Covered Accounts include but are not limited to the following:


• Brokerage Accounts	• Discretionary Accounts ¹	• Employee Stock Compensation Plans

• Retirement Accounts (IRAs or local equivalent)	• Transfer Agent Accounts	• UTMAs or UGMAs

• Mutual Fund Accounts (i.e. collective investment schemes)	• 529 accounts, in which you direct investments in Dimensional Managed Funds	• Contract for Difference Accounts (CDAs)

• Self-Invested Personal Pension (SIPPs) (UK specific)	• Superannuation Accounts (managed, SMSF or Super Wrap e.g. IOOF) (Australia specific)	• Nippon (Japan) Individual Savings Account (NISA) (Japan specific)

• Stock & Shares ISAs (UK specific)	• Wrap Accounts (Australia specific)

Non-Reportable Accounts

Employees do not need to report the following accounts:

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Dimensional 401k account (or local equivalent);

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Dimensional Managed Fund accounts established through Fund Operations; and

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If applicable, holdings in Dimensional’s privately issued shares.

Although these accounts do not need to be reported, investment activities in these accounts must comply with the standards of conduct embodied in the Code.

¹	Discretionary Accounts must be disclosed and supporting documentation must be provided to Compliance.

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Personal Securities Transactions

All Access Persons (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of Dimensional) must pre-clear their personal securities transactions in covered securities prior to execution. This also applies to transactions by any Immediate Family Member of the Access Person .

All personal securities transaction reports and requests for pre-clearance must be processed through the CRS, a web-based compliance system. Compliance will evaluate and review each pre-clearance transaction request and notification will be provided to employees through the CRS, in a timely manner.

Pre-clearance approval is valid for T+1 (i.e. market orders), from the time of approval.

Covered securities ² include but are not limited to the following:


• Stocks/Shares (common, preferred or restricted)	• Derivatives ² (options, futures, forwards, CDA trades, etc.)	• Private Placements ² (documentation must be provided)

• Closed-End Funds and REITs	• Warrants & Rights	• Convertible Securities

• Voluntary Corporate Actions	• Depository Receipts (ADRs or GDRs)	• Limited Partnerships and limited liability company interests ²

• Fixed Income Securities (excluding certain Sovereign Government issuances) ²	• Exchanged Traded Funds (ETFs) must be pre-cleared if the value of the transaction is > $10,000 (USD)

In addition, Access Persons are required to provide confirmations (or the local equivalent) for each approved and executed transaction.

Designated Officers

Designated Officers (other than the Global CCO) are required to receive prior written approval of their personal securities transactions from Dimensional’s Global CCO. The Global CCO is required to receive prior approval of his personal securities transactions from one of the Dimensional Co-Chief Executive Officers.

Reportable Transactions (which do not require pre-clearance)

All Access Persons must report security transactions in the following:

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Dimensional Managed Funds (through a third party service provider or financial advisor);

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Investments in 40-Act Funds sub-advised by Dimensional;

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529 Accounts that hold or are exclusively made up of Dimensional Funds;

Transactions in certain types of securities may require additional analysis. Example: An Access Person may not purchase a private placement unless approved by the Global CCO or Designated Officer . Approval would be based upon a determination that the investment opportunity was not being offered to the Access Person due to their employment with Dimensional, along with other relevant factors. Each pre-clearance is reviewed on a case-by-case basis. Covered securities do not include Exempt Securities

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Exchange Traded Funds (ETFs) ³ where the principal value of the transaction is less than USD $10,000 ; and

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Automatic Investment Plans (including dividend reinvestment plans) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.

Personal Trading Restrictions and Prohibited Activities

The Code prohibits certain transactions (purchase or sale) in covered securities:

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Initial public offering (IPO) investments;

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Short selling of securities;

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Securities that are subject to firmwide restriction; and

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Transactions in a security while in possession of insider information (reference the Global Insider Trading Policy, the Singapore Supplemental Insider Trading Policy , and the Japan Insider Trading Management Policies ), is unethical and illegal and will be dealt with decisevely if it occurs.

All employees are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients. Therefore, Compliance may request the name of the account contact (or agent), before processing the pre-clearance request.

Blackout Period Restriction

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A pre-clearance request involving a covered security will be denied if Dimensional has traded in the same or equivalent security within the past (7) calendar days, and the pre-clearance is in an amount over USD $10,000. Please note that transactions in an amount less than USD $10,000 must be pre-cleared and reported.

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Compliance will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interest on non-Discretionary Accounts.

Short Term Trading Restrictions

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Access Persons cannot profit from the purchase and sale (or sale and purchase) of the same or equivalent security within (60) calendar days.

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Gains are calculated based on a last-in, first-out (LIFO) method.

Excessive Trading of Dimensional Managed Funds

Employees are prohibited from engaging in excessive trading of any Dimensional Managed Funds , in order to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.

Exceptions to Code Restrictions

In cases of hardship, the Global CCO or Designated Officer may grant an exception (or waiver) to the personal trading restrictions of the Code. The decision will be based on a determination that a hardship exists and the transaction for which the exception (or waiver) is requested would not result in a conflict with our clients’ interests or violate any other policy embodied in the Code. Any exception (or waiver) will be evidenced in writing and will be reported to the Ethics Committee.

³	Post-trade review will be performed and all other Code provisions will still apply, such as the (60) day profit restriction.

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Certification Requirements

All employees are required to complete a Code of Ethics Acknowledgement Form upon commencement of their employment with Dimensional, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand and shall comply with the Code. In addition, all material amendments to, or any new interpretations of the Code, shall be conveyed to employees (which may include temporary personnel) and require their acknowledgment of receipt and understanding of the amendments or interpretations.

Reporting Requirements

All Access Persons’ personal securities transactions and holdings reports will be reviewed by Compliance. The records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.

Summary of Reporting Obligations


New Hires ⁴	Access Persons	All Employees
Upon joining the firm (Due in 10 calendar days)	Quarterly (Due 30 calendar days after the quarter)	Annually (Due 45 calendar days after each calendar year)

New Hire Questionnaire (Disciplinary Action Disclosure)	Code of Ethics Certification	Annual Compliance Questionnaire

Initial Holdings Report (include private placements)	Quarterly Transactions and Holdings Report (even if you did not make a personal transaction)	Annual Holdings Certification & Quarterly Transaction Report

Provide Covered Account statement(s) (current, within 45 days prior to start date)		Covered Account(s) Certification

Code of Ethics, Insider Trading and Compliance Manual Acknowledgements		Code of Ethics, Insider Trading and Compliance Manual Acknowledgements

New Accounts

All Access Persons must promptly report any new Covered Account for themselves, their spouse, domestic partner, child or any other Immediate Family Member. Unless the account has been reported, no personal securities transactions can occur within the account.

⁴	Access Persons who fail to submit the Initial Holdings Report/Questionnaire within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transaction until such report is submitted, and may be subject to other sanctions.

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The US Compliance Team will send a standard letter to US broker-dealer(s) or bank(s), requesting duplicate statements and confirmations. However, it is the employee’s responsibility to ensure that duplicate statements and confirmations (or the local equivalent) are provided promptly. Confirmations should be provided within (10) calendar days.

Sanctions

Depending on the severity of the infraction, you may be subject to sanctions for violating the Code of Ethics and related personal trading controls (e.g., failing to pre-clear transactions, reporting accounts, and submitting statements and/or initial, quarterly and annual certification forms). Sanctions may include but are not limited to:

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verbal or written warnings,

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letters of reprimand,

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suspension of personal trading activity,

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disgorgement and forfeiture of profits,

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suspension, and/or

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termination of employment

Repeated immaterial violations will be communicated to your supervisor, Department Head and the Global CCO for corrective action. Material violations will be escalated to the Ethics Committee and subsequently reported to the Board of Directors of Dimensional and other sub-advised boards as required.

Communications with Disinterested Trustees and Outside Directors

Dimensional attempts to keep directors/ trustees informed with respect to Dimensional’s investment activities through reports and other information provided to them in connection with board meetings and other events. However, it is Dimensional’s policy not to communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients). Any information requests by Disinterested Trustees or Outside Directors should be reported to General Counsel or the Global CCO.

Disinterested Trustees are not subject to the reporting requirements except to the extent the Disinterested Trustee knew or, or in the ordinary course of fulfilling his or her duties as a director, should have known that during the 15 days immediately before or after the Disinterested Trustee’s transaction in a Covered Security, a US Mutual Fund purchased or sold the covered security, or an Advisor considered purchasing or selling the covered security for a US Mutual Fund.

Japan Supplement

Pursuant to local rules and regulations, Japanese employees have additional restrictions on personal trading (see the Japanese Code of Ethics Addendum ).

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Outside Activities

Certain types of outside business activities may cause a conflict of interest or an appearance of a conflict of interest. There is no absolute prohibition on a Dimensional employee participating in certain outside activities such as charitable foundations and endowments, provided your participation does not present a conflict of interest and you comply with the Code. For example, serving on the board of directors of a publicly-traded company presents clear potential for a conflict of interest, while serving on a board of directors of a charitable organization generally does not. However, as a practical matter there may be circumstances in which it would not be in Dimensional’s best interest to allow an employee to participate in activities with an outside organization, even if the employee’s participation did not violate Dimenisonal’s policies and procedures. Such as whether the activity would absorb a good part of the employee’s time, potentially affecting their performance at Dimensional.

It is impossible to anticipate every conflict of interest that may arise, but activities with outside organizations should be limited to those that either do not present or have the least potential of presenting conflicts of interest. As a result, Dimensional requires that outside business and charitable activities must be approved by your supervisor and Compliance prior to the acceptance of such a position (or if you are new, upon joining the firm).

Guidelines

Serving on the Boards of Public Companies

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As a general matter, directorship or (an equivalent position) in an unaffiliated public company (or companies reasonable expected to become public companies) will not be authorized because of the potential conflicts.

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If you wish to accept a directorship or (an equivalent position), you must obtain prior approval from the Boards of Directors of the Dimensional entities in which you are an employee and/or an officer.

Activities with a private organization

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If you wish to be involved with a private organization (non-Dimensional) in an official capacity (officer, directorship or an equivalent position), you must obtain approval from the Co-CEOs and the Global CCO.

Activities with a non-profit organization

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If you wish to be involved with a non-profit organization in an official capacity (directorship or an equivalent position), you must notify Compliance in writing as further approval may be required.

Compensation

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If you receive compensation from an outside organization, you must obtain prior written approval from your supervisor and Compliance.

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Approval process

Outside activity requests will be evaluated on a case-by-case basis and approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Obtain written approval from your Supervisor with the activity details and copy your local Compliance Team Designee(s). If any additional information is required, Compliance will reach out to you.

In instances where you receive authorization to serve as a director on an outside organization, you are expected to refrain from any direct (or indirect) involvement in the consideration by a Dimensional client of any purchase or sale for securities of that outside organization (or any affiliates of the outside organization) for which you serve as a director.

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Gifts and Business Entertainment ⁵

Employees who accept or provide gifts or business entertainment relating to Dimensional business must comply with regulatory requirements, Dimensional’s business practices, and the Code. The giving (or accepting) of gifts and entertainment may create (or appear to create) a conflict of interest and place Dimensional or a client in a difficult or embarrassing position. Therefore, embarrassing gifts should never be given (or accepted), and you always should use your best judgment when giving (or accepting) any gift or entertainment to determine whether it is appropriate.

Gifts

In general, you may give (or accept) gifts that do not exceed the annual aggregate amount of USD $100 (or the local currency equivalent). However, you must be mindful that some clients (or prospective clients) may be subject to additional regulatory restrictions or prohibitions on the acceptance of gifts or entertainment and may have to comply with related disclosure requirements. Therefore, you should inquire about any restrictions or disclosure requirements, prior to giving any gifts (or providing business entertainment).

Gifts include logo items (e.g. pens, hats, etc.), tickets for events, gift baskets, meals and transportation.

This policy does not apply to gifts or charitable donations made by you outside the scope of your responsibilities with Dimensional.

Gift Restrictions

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You may not give (or accept) gifts in excess of USD $100 (or the local currency equivalent).

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You may not give (or accept) gifts in the form of cash or cash equivalents.

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Gifts valued in excess of USD $100 must be reported to Compliance and returned unless an exception is granted by the Global CCO or Compliance Designee.

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No exceptions will be granted for gifts subject to FINRA’s USD $100 gift limit.

Business Entertainment

Business entertainment includes any event meal or activity whose primary purpose is business and is offered by and attended by a person who has (either directly or through their employer or affiliate) a current or prospective business relationship with Dimensional. This also includes instances where a Dimensional employee is offering the meal, event or activity on behalf of a current or prospective Dimensional client or vendor.

Providing Business Entertainment

You may provide business entertainment as long as it is appropriate and reported in writing to your supervisor. Business entertainment provided to a current or a prospective client or vendor will be overseen by your supervisor through the Dimensional expense reporting and approval process. If the business entertainment exceeds USD $100 per person, you will need to provide a written explanation along with the name of the client, business vendor or organization.

⁵	The giving (or accepting) of all Gifts and Business Entertainment must be reported and logged promptly. Contact a member of your local Compliance Team. US employees refer to the designee(s) list on Be.Dimensional .

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Receiving Business Entertainment ⁶

You may receive business entertainment as long as it is appropriate and reported in writing to your supervisor. If the estimated value of the business entertainment you receive is expected to exceed USD $100 per person, you will need to report the event in writing to the head of your department. Certain types of business entertainment will require pre-approval by your department head. These include:

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Attending business related events with an expected value in excess of USD $100 per person (or the local equivalent);

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Meals or events in which family members or friends are present; and

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Attending meals or events in which 5 or more Dimensional employees are in attendance.

Unions and Union Officials

Special reporting rules apply when Dimensional employees furnish any gift or entertainment in excess of USD $250 in any calendar year to labor unions, union officials, agents or consultants of a Taft-Hartley plan. Please report all gifts or entertainment involving a union or union official to either Legal or Compliance. If applicable, Legal will be responsible for filing the required LM-10 form with the Department of Labor.

Supplemental Policies

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U.K. Supplemental Gift & Business Entertainment Policy

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Singapore Supplemental Gift and Entertainment Policy

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Japan Addendum to Gift and Entertainment

⁶	If the person (or entity) paying for the entertainment does not have a representative in attendance, the event constitutes as a gift and is subject to the gift restrictions.

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Political Contributions

The U.S. Securities and Exchange Commission’s political contribution regulation, known as the “pay to play” rules ⁷ , limits contributions ⁸ by investment advisers and certain of their employees to certain Covered Government Officials . In addition, Dimensional is subject to a variety of Federal, state and local restrictions regarding political contributions, as well as contractual restrictions between Dimensional and certain clients.

Although Dimensional encourages civic and community involvement by its directors, officers and employees, Dimensional desires to avoid any situation that could curtail Dimensional’s current business or business prospects, raise potential or actual conflicts of interest, or create an appearance of impropriety in the context of Dimensional’s business relationships. Accordingly, all contributions by a director, officer, employee or Immediate Family Member of a director, officer or employee of Dimensional (each a “Contributor”), must be made on the Contributor’s behalf, entirely voluntary, and should not be in an amount (determined by Contributor taking into account the Code) that is likely to influence a candidate’s judgment regarding any continued or future business with Dimensional.

Specifically, this policy prohibits a Contributor from making political contributions when the solicitation or request for such contributions implies that continued or future business with Dimensional depends on making such contributions. Similarly, no contributions should be made that create the appearance that Dimensional stands to benefit in its business relations because of the Contributor’s contribution. If a Contributor is unsure if a particular political contribution would be in compliance with this policy, they should consult Dimensional’s U.S. Legal and/or Compliance Department.

More specifically, the following actions are prohibited:

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Contributors are prohibited from making political or charitable contributions for the purpose of obtaining or retaining potential or existing public entity clients;

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Contributors are prohibited from making any contributions that create the appearance that Dimensional stands to benefit in its business relations because of such contribution; and

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Contributors from Dimensional’s non-U.S. based advisor affiliates are prohibited from making any political contributions to Federal, state or local candidates for elective office in the United States.

In order to prevent an inadvertent violation of the “pay to play” rules, Contributors are prohibited from making political contributions, with the exception of contributions to incumbent candidates for Federal offices, without prior approval from the Global CCO to any of the following:

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Covered Government Officials

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Political Action Committees (PACs)

Requests for approval of political contribution must be submitted through the CRS and cannot exceed Federal, state or client limitations. Dimensional’s Compliance Department will be responsible for maintaining

⁷	Rule 206(4)-5

⁸	Contributions include, but are not limited to, monetary contributions, gifts and loans (including in-kind contributions, such as donation of goods or services).

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the required books and records associated with employee political contributions to ensure the reports are kept confidential. In addition, Dimensional’s Global CCO or a Chief Executive Officer may grant exceptions to the contribution limitation on a case-by-case basis. Violations of this policy will not necessarily be deemed to be violations of the “pay to play” rules; all violations of this policy will be discussed by Dimensional’s Global Legal and Compliance Officers in making that determination.

If you have any questions about the policy, please contact the U.S. Legal and/or Compliance Department.

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Other Policy Highlights

Policy Against Bribery and Corruption

Dimensional employees are prohibited from giving, offering or promising anything of value to a non-U.S. Government official with the intent to improperly obtain (or retain) any advantage.

For a full explanation of the policy, please refer to the Bribery and Corruption Policy and the supplemental policies for the following:

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Anti-Corruption Policy (U.K.)

Privacy Policies

You should be aware of your local privacy policies Dimensional Privacy Policy and Procedures , Dimensional Fund Advisors Ltd. , Australian Supplemental Privacy Policy Statement and the Singapore Supplemental Privacy Policy . Information concerning Dimensional’s clients that you acquire in connection with your employment at Dimensional is proprietary . As an employee, contractor or consultant you have access to computers, systems and corporate information in order to do your job. This access means that you have an obligation to use these systems responsible and follow company policies to protect information and systems.

You are prohibited from sending or forwarding sensitive or confidential data to your personal email address.

If you have any general questions about the Code, please contact a member of your local Compliance Team.

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Glossary of Terms

The following definitions apply to the bold terms used throughout the brochure:

1940 Act means the Investment Company Act of 1940.

529 Account(s) (or 529 Plans) which have the ability to hold Dimensional Managed Funds are listed on Be.Dimensional.

Access Person means:

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any director/trustee, officer or general partner of the US Mutual Funds or Dimensional Entities;

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any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of covered securities for any registered investment company for which the Distributor acts as the principal underwriter;

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employees of Dimensional who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of covered securities, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;

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any natural persons in a control relationship with one or more of the U.S. Mutual Funds or Advisors who obtain information concerning recommendations made to such the U.S. Mutual Funds or other advisory clients with regard to the purchase or sale of covered securities, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to U.S. Mutual Funds or advisory clients regarding the purchase or sale of covered securities; and

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any Supervised Person (which may include contractors or consultants) who has access to nonpublic information regarding client securities transactions, research or portfolio holdings of any Dimensional Managed Funds.

Advisers Act means the Investment Advisers act of 1940.

Advisor means Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.

Beneficial Ownership means the employee has or shares a direct or indirect pecuniary interest in the securities held in an account. Employees have pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction. It is presumed that you have beneficial ownership interests in any account held individually or jointly, by you or by your Immediate Family Member or domestic partner ( or an unrelated adult with whom you share your home and contribute to each other’s support) including but not limited to family trusts and family partnerships (’34 Act, rule 16a-1).

Covered Account includes any broker-dealer, investment adviser, bank or other financial institutions in which an Access Person maintains an account in which any securities are held or the account has the ability to hold securities for the direct or indirect benefit of such Access Person.

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Covered Government Official means any person who is, at the time of the contribution, an incumbent or a candidate for state or local government office (including any candidate for a federal office currently holding a state or local office).

Designated Officer means the Global Chief Compliance Officer or any employee from the Dimensional Entities designated by the Global CCO .

Dimensional means (i) DFA Investment Dimensions Group Inc., the DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the “US Mutual Funds” ), (ii) Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Retirement Plan Services LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd (collectively, the “ Dimensional Entities” ); and (iii) DFA Securities LLC (the “Distributor” ).

Dimensional Managed Funds means any series/portfolio of the US Mutual Funds or any other fund advised by or sub-advised by any of the Advisors.

Discretionary Account means a personal account in which you have completely turned over decision-making authority to a professional money manager (who is not an Immediate Family Member or not otherwise covered by the Code) and you have no direct or indirect influence or control over the account. Such accounts are often referred to “professionally managed” or “managed accounts.”

Disinterested Trustee means a director/trustee of the US Mutual funds who is not considered to be an “interested person” of the US Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.

Ethics Committee means the Ethics Committee appointed by the directors/trustees of the Dimensional Entities and consists of the following officers of Dimensional Fund Advisors LP: Co-Chief Executive Officers, General Counsel, Co-Head of Portfolio Management and Trading and the Global Chief Compliance Officer.

Exempt Security means the following:

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direct obligations of the U.S. Government, or direct obligations of a “ Sovereign Government” (e.g. Government of the United Kingdom, Commonwealth Government of Australia, etc.);

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bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreements);

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shares of money market funds;

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shares of registered open-end investment companies;

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shares issued by unit investment trust that are invested exclusively in one or more registered open-end investment companies (none of which are Dimensional Managed Funds); and

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privately issued shares of the Advisor.

Immediate Family Member of an employee means any of the following person(s) sharing the same household with the employee:

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spouse, civil union or domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, adoptive relationships and legal guardianships;

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someone who holds account(s) in which the employee is a joint owner, has trading authority, or Beneficial Ownership; and/or

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someone for whom the employee contributes to the maintenance of the household and the financial support of such person.

Outside Director means a director of any Advisor who is not considered to be an “interested person” of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.

SEC Rules include but are not limited to Rule 206(4)-5 and Rule 204A-1 under the Advisers Act, Rule 17j-1 under the Investment Company Act of 1940

Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act.

CODE OF ETHICS

Applicable to:

Eaton Vance Corp.

Eaton Vance Management

Boston Management and Research

Eaton Vance Investment Counsel

Eaton Vance Australia Pty. Ltd.

Eaton Vance Management Canada Ltd.

Eaton Vance Advisers (Ireland) Limited

Eaton Vance Management (International) Limited

Eaton Vance Management International (Asia) Pte. Ltd.

Eaton Vance Trust Company

Eaton Vance Distributors, Inc.

(each of the foregoing entities,

an “Eaton Vance Entity”

and collectively “the Eaton Vance Entities”)

and

Eaton Vance Funds

Effective: September 1, 2000

(as revised December 31, 2014)

TABLE OF CONTENTS

Table of Contents ¹


Overview		3

Part I.	Standards of Business Conduct	5

Part II.	Policy on Personal Securities Transactions	7

General Provisions		22

Appendix 1.	Procedures for Policy on Personal Securities Transactions

Appendix 2.	Eaton Vance Funds Policies and Procedures in Prevention of Insider Trading

Appendix 3.	Eaton Vance Policies and Procedures in Prevention of Insider Trading

¹	The policies and procedures attached to this Code of Ethics as Appendices provide additional guidance on certain topics addressed in the Code but are not a part of the Code.

OVERVIEW ²

Applicability

Eaton Vance Personnel. You are subject to this Code of Ethics if you are an employee, officer, director, consultant or intern of any Eaton Vance Entity.

Eaton Vance Funds ³ Managed or Distributed by an Eaton Vance Entity. You are subject to this Code of Ethics if you are an “access person” (as defined in Part II below) of a Fund (as defined in Part II below) for which an Eaton Vance Entity provides day-to-day investment management or acts as principal distributor.

Eaton Vance Funds Managed by Advisers and Sub-Advisers Other Than Eaton Vance Entities. If you are an “access person” (as defined in Part II below) of a Fund (as defined in Part II below) and employed by an adviser or sub-adviser that provides the Fund with day-to-day investment management and that is not an Eaton Vance Entity (“unaffiliated adviser”), you are not subject to this Code provided that:

•

you are subject to a code of ethics adopted by the unaffiliated adviser that the Fund’s Chief Compliance Officer has determined meets all the requirements of and complies with Rule 17j-1 under the Investment Company Act of 1940, as amended (“Rule 17j-1”), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended; and

•

the Fund Board has approved the unaffiliated adviser’s code of ethics pursuant to and in compliance with Rule 17j-1.

Material exceptions to any such unaffiliated adviser’s Code as applied to a Fund access person are required to be reported to the Fund Chief Compliance Officer promptly.

Independent Trustees of Eaton Vance Funds. Independent Fund Trustees (as defined in Part II) are access persons of the Funds. If you are an Independent Fund Trustee, you are subject to the “Overview - Governing Principles” and “General Provisions” sections of the Code and your obligations under the “Policy on Personal Securities Transactions” section of the Code are set forth in Part II, Section D.

Governing Principles

Independent Trustees of Eaton Vance Funds . If you are subject to this Code as an access person of the Fund, you have a duty at all times to place the interests of the Fund first. You are required to conduct all your personal securities transactions consistent with the letter and spirit of this Code and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of your position of trust and responsibility with respect to the Funds. You are expected not only to follow the specific rules, but also the spirit of the Code.

²	Capitalized terms used in this Overview have the meanings assigned to them in Part II of the Code.

³	For the ease of reference, the Board of Trustees or Board of Directors of an Eaton Vance Fund is referred to collectively herein as the Board of Trustees and Trustees and Directors are referred to collectively herein as Trustees.

In that connection, you may not engage in any activities which directly or indirectly:

•

defrauds a Fund;

•

misleads a Fund, including statements that omit material facts;

•

operates or would operate as a fraud or deceit on a Fund;

•

functions as a manipulative practice with respect to a Fund; or

•

functions as a manipulative practice with respect to a security.

Eaton Vance Personnel and Eaton Vance Funds Managed or Distributed by an Eaton Vance Entity. If you are subject to this Code as an employee, officer, director, consultant or intern of any Eaton Vance Entity you have the same duties outlined above with respect to the Fund as well as to the other Clients (as defined in part II below) of the Eaton Vance Entities.

PART I

STANDARDS OF BUSINESS CONDUCT

If you are subject to this Code:

You are expected to comply with the following standards of business conduct:

•

you must comply with all applicable laws and regulations including the federal securities laws;

•

you must comply with the fiduciary obligations outlined below; and

•

you must comply with this Code of Ethics.

You have a duty to promptly report any violation or apparent violation of the Code of Ethics to the Chief Compliance Officer. This duty exists whether the violation or apparent violation is yours or that of another person subject to this Code. Retaliation against individuals who report violations or apparent violations of the Code in good faith is not permitted. Violators of the Code are subject to sanctions.

Fiduciary Obligations

You have a duty to act in utmost good faith with respect to each Client (as defined in Part II below), and to provide full and fair disclosure of all material facts, particularly where the interests of the Company (as defined in Part II below) may be in conflict with those of a Client. The Company has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation/administration of these rules:

•

The interests of Clients must be placed first at all times.

•

All your personal trading transactions must be conducted consistent with the rules contained in Part I and Part II of this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.

•

You should never use your position with the Company, or information acquired during your employment, in your personal trading in a manner that may create a conflict – or the appearance of a conflict – between your personal interests and the interest of the Company or its Clients. If such a conflict or potential conflict arises, you must report it immediately to the Chief Compliance Officer.

In connection with providing investment management services to Clients, this includes prohibiting any activity which directly or indirectly:

•

defrauds a Client in any manner;

•

misleads a Client, including any statement that omits material facts;

•

operates or would operate as a fraud or deceit on a Client;

•

functions as a manipulative practice with respect to a Client; and

•

functions as a manipulative practice with respect to securities.

These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of Part I and Part II of the Code of Ethics will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.

Additional Standards of Business Conduct

If you are an employee, officer, director, consultant or intern of any Eaton Vance entity listed on the cover page of this Code of Ethics, you are also subject to the Eaton Vance Corp. Code of Business Conduct and Ethics. Any violation of the Eaton Vance Corp. Code of Business Conduct and Ethics may also be deemed a violation of this Code of Ethics.

PART II

POLICY ON

PERSONAL SECURITIES TRANSACTIONS

DEFINITIONS

Company refers to each Fund and each of Eaton Vance Corp. ( EVC ), Eaton Vance Management ( EVM ), Boston Management and Research ( BMR ), Eaton Vance Investment Counsel ( EVIC ), Eaton Vance Management (International) Limited ( EVMI ), Eaton Vance Management International (Asia) Pty. Ltd. ( EVMIA ), Eaton Vance Australia Pty. Ltd. ( EV Australia ),, Eaton Vance Management Canada Ltd. ( EVMC ), Eaton Vance Advisers (Ireland) Limited ( EVAI ), Eaton Vance Australia Pty. Ltd. ( EV Australia ), Eaton Vance Management Canada Ltd. ( EVMC ), Eaton Vance Advisers (Ireland) Limited (EVAI) , Eaton Vance Trust Company ( EVTC ) and Eaton Vance Distributors, Inc. ( EVD ).

Fund is each Fund that is an investment company registered under the Investment Company Act of 1940 in the Eaton Vance Fund complex.

Sub-advised Fund is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment sub-adviser.

Client is any person or entity, including a Fund or a Sub-advised Fund, for which EVM, BMR, EVIC, EVMI, EV Australia, EVMC, EVAI or EVTC provides investment advisory services.

Access Person is each of the following:

(1)

a director, trustee, or officer of (i) a Fund to whom this Code is applicable as described in the Overview above, (ii) EVM, (iii) BMR, or (iv) EVIC;

(2)

an employee, consultant, or intern of (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who, in connection with his or her regular functions or duties, makes, participates in, or has access to nonpublic information regarding the purchase or sale of Securities by a Client, or whose functions relate to the making of any recommendations with respect to the purchases or sales (including a portfolio manager, investment counselor, investment analyst ⁴ , member of a trading department, most administrative personnel in EVIC, the equity department, and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department and fund administration department) or who, in connection with his or her regular functions has access to nonpublic information regarding such recommendations (including certain members of the fund administration department and information technology department);

⁴

As used in this Policy on Personal Securities Transactions, the term “investment analyst” includes any person that performs financial and/or quantitative analysis of securities that results in a recommendation to a portfolio manager or investment counselor regarding an investment in such securities.

(3)

an employee, consultant, or intern of (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who, in connection with his or her regular functions or duties, has access to nonpublic information regarding portfolio holdings of a Fund or Sub-advised Fund (including a portfolio manager, investment analyst, member of a trading department, most administrative personnel in the equity investment department and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department, brand marketing department, media relations department, and fund administration department);

(4)

a natural person in a control relationship to (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who obtains nonpublic information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client;

(5)

a Reporting Person; and

(6)

a director, officer or employee of EVD who is not a Reporting Person but who, in the ordinary course of business, makes, participates in, obtains or, in EVD’s judgment, is able to obtain nonpublic information regarding, the purchase or sale of Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Securities.

Investment Professional is each of the following:

(1)

an employee of (i) a Fund to whom this Code is applicable as described in the Overview above, (ii) a Sub-advised Fund or (iii) any of EVC, EVM, BMR or EVIC who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities by the Fund, Sub-advised Fund or other Client (including a portfolio manager, an investment counselor, and an investment analyst); and

(2)

a natural person who controls (i) a Fund to whom this Code is applicable as described in the Overview above, or (ii) any of EVC, EVM, BMR and who obtains information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client.

Every Investment Professional is also an Access Person.

Reporting Person is each employee of EVD or EVM who is a registered representative or registered principal of EVD.

Independent Fund Trustee is a trustee or director of a Fund who is not an “interested person” of the Fund (as determined under the Investment Company Act of 1940).

Immediate Family of any person includes his or her spouse, [minor] children, and relatives living in his or her principal residence.

Designated Broker is any one of the following broker-dealer firms:

Charles Schwab;

E*Trade;

Fidelity;

Merrill Lynch;

Morgan Stanley Smith Barney;

TD Ameritrade;

UBS; or

Wells Fargo.

Securities means anything that is considered a “security” under the Investment Company Act of 1940, including most kinds of investment instruments, including:

stocks and bonds;

shares of exchange traded funds;

shares of closed-end investment companies, including shares of Eaton Vance closed-end Funds;

options on securities, on indexes and on currencies;

investments in all kinds of limited partnerships;

investments in non-U.S. unit trusts and non-U.S. mutual funds;

investments in private investment funds, hedge funds, private equity funds, venture capital funds and investment clubs.

The term “Securities” does not include:

direct obligations of the U.S. Government;

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements; and

shares of open-end investment companies that are registered under the Investment Company Act of 1940 (mutual funds), other than shares of Funds or Sub-advised Funds.

Shares of Funds and Sub-advised Funds that are not money market funds are Securities for the purposes of this Policy.

Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. As used in this Policy, the term “Initial Public Offering” shall also mean a one time offering of stock to the public by the issuer of such stock which is not an initial public offering.

Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(5) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933. A Limited Offering thus includes an offering commonly referred to as a private placement, as well as a non-public offering in limited amounts available only to certain investors. A Limited Offering includes any offer to you to purchase any Securities, whether stock, debt securities, or partnership interests, from any entity, unless those Securities are registered under the Securities Act of 1933 (that is, are publicly offered/publicly traded Securities).

Large Cap Issuer is an issuer of Securities with an equity market capitalization of more than $3 billion.

Chief Legal Officer, Chief Compliance Officer, Treasurer, Compliance Manager, Compliance Attorney, Investment Compliance Officer and Treasury Manager mean the persons identified as such in the Procedures. Questions or comments regarding the Code may be emailed to codeofethics@eatonvance.com .

Procedures means the Procedures for Policy on Personal Securities Transactions attached to this Code as Appendix 1.

A. Applicability of the Policy

1. Who is Covered . One or more parts of this Policy apply to Company officers, employees, consultants and interns. Certain parts apply only to Access Persons, Independent Fund Trustees, Investment Professionals, or Reporting Persons. The Company will notify you if you are in one of these categories.

This Policy covers not only your personal Securities transactions, but also those of your Immediate Family (your spouse, minor children, and relatives living in your principal residence).

2. What Accounts are Covered . This Policy applies to Securities transactions in all accounts in which you or members of your Immediate Family have a direct or indirect beneficial interest, unless the Compliance Manager or Compliance Attorney determines that you or they have no direct or indirect influence or control over the account. Normally, an account is covered by this Policy if it is (a) in your name, (b) in the name of a member of your Immediate Family, (c) of a partnership in which you or a member of your Immediate Family are a partner with direct or indirect investment discretion, (d) of a trust of which you or a member of your Immediate Family are a beneficiary and a trustee with direct or indirect investment discretion, and (e) of a closely held corporation in which you or a member of your Immediate Family hold shares and have direct or indirect investment discretion. ⁵

3. When You Must Use a Designated Broker . All Securities accounts of (a) Reporting Persons or Access Persons (other than Access Persons who are Independent Fund Trustees) must be maintained with one or more Designated Brokers, unless the account:

(1)

holds only shares of EVC Securities that are publicly traded and is held with Wells Fargo (formerly A.G. Edwards) or Computershare;

⁵	Please note that any securities accounts managed by EVIC in which an Access Person or the Immediate Family of an Access Person has a direct or indirect beneficial interest are subject to this Policy. Securities transactions in such accounts must be pre-cleared.

(2)

includes only shares of Funds and Sub-advised Funds and is held with such Fund’s transfer agent;

(3)

the account includes only shares of Funds purchased through the Company’s retirement plans;

(4)

is a retirement account you established through a prior employer, or as part of a DRIP or ESOP investment program; or

(5)

the account is subject to a code of ethics or similar policy applicable to a member of your Immediate Family requiring an account be held at an entity other than a Designated Broker.

Persons who become Reporting Persons or Access Persons must initiate movement of existing accounts to one or more Designated Brokers within thirty (30) calendar days of the Company notifying them of their status as a Reporting Person or Access Person. ⁶

B. Rules Applicable to All Employees ⁷

If you are a Company officer, employee, consultant or intern, you are subject to the following rules.

1. Pre-clearance: EVC Securities . You must pre-clear all purchases, sales or other transactions involving EVC Securities that are publicly traded with the Treasurer or Treasury Manager, except that you do not have to pre-clear (1) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (2) bona fide gifts of such EVC Securities that you receive, (3) bona fide gifts of such EVC Securities that you make to nonprofit organizations qualified under Section 501(c)(3) of the Internal Revenue Code, or (4) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. NOTE: The purchase or sale of publicly traded options on Eaton Vance Securities is prohibited.

⁶	You may maintain an existing account you opened with a broker, dealer or bank that is not a Designated Broker if:

(a)

(1) you were an Access Person prior to October 1, 2008 and (2) the account was established with such broker, dealer or bank prior to October 1, 2008; or

(b)

(1) you became an Access Person on October 1, 2009, (2) immediately prior to becoming an Access Person you were a Reporting Person, and (3) the account was established with such broker, dealer or bank prior to October 1, 2009.

⁷

Reminder: When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest. See section A, “Applicability of the Policy,” above. The procedure for obtaining pre-clearance is explained in the Procedures.

There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of earnings information. Normally you will be notified of these blackout periods.

2. Pre-clearance: Eaton Vance Closed-End Funds. You must pre-clear all purchases and sales of shares of closed-end investment companies, including Eaton Vance closed-end Funds. You may obtain a list of all of Eaton Vance closed-end Funds from the Senior Compliance Administrator.

3. Reporting Requirements. You must ensure that the broker-dealer you use sends to the Senior Compliance Administrator copies of confirmations of all purchases and sales of EVC Securities that are publicly traded and of Eaton Vance closed-end Funds that you were required to pre-clear. If you are an Access Person required to file reports of personal Securities transactions, these purchases and sales must be included in your reports.

4. Prohibited Transactions. You are prohibited from purchasing or selling any security, either personally or for any Client, while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 3 to the Code of Ethics, Eaton Vance Policies and Procedures in Prevention of Insider Trading.

5. Transactions in Shares of Funds and Sub-advised Funds. You must comply with all prospectus restrictions and limitations on purchases, sales or exchanges of Fund or Sub-advised Fund shares when you purchase, sell or exchange such shares.

C. Rules Applicable to Access Persons ⁸

If you are an Access Person, you are subject to the following rules, in addition to the “Rules Applicable to All Employees” in section B above, provided that Access Persons who are Independent Fund Trustees are only subject to the Access Person rules in section D of this Part II.

1. Pre-Clearance: All Securities . You must pre-clear all purchases and sales of Securities, except that you do not have to pre-clear:

(1)

unless you are a trader in the equity department ⁹ , a purchase of equity Securities of a Large Cap Issuer (with a market capitalization of more than $3 billion), if the value of such purchase, together with the value all of your purchases of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000;

⁸

Reminder : When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest, and over which you or they exercise direct or indirect influence or control. See section A, “Applicability of the Policy,” above and check the definition of “Securities” and of other capitalized terms in the “Definitions” section above.

⁹

Traders in the equity department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000.

(2)

unless you are a trader in the equity department ¹⁰ , a sale of equity Securities of a Large Cap Issuer, if the value of such sale, together with the value all of your sales of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000;

(3)

a purchase of investment grade, non-convertible debt Securities, if the value of such purchase, together with the value all of your purchases of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $50,000;

(4)

a sale of investment grade, non-convertible debt Securities, if the value of such sale, together with the value all of your sales of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $50,000;

(5)

a purchase (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund;

(6)

a redemption (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund;

(7)

a purchase of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such purchase together with the notional value of all such purchases with respect to a given currency in the previous six (6) calendar days would not exceed $50,000;

(8)

a sale of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such sale together with the notional value of all such sales with respect to a given currency in the previous six (6) calendar days would not exceed $50,000;

(9)

a bona fide gift of Securities that you receive or a bona fide gift of Securities that you make to any nonprofit organization qualified under Section 501(c)(3) of the Internal Revenue Code;

(10)

an automatic, non-voluntary transaction, such as a stock dividend, stock split, spin-off, and automatic dividend reinvestment; or

(11)

a transaction pursuant to a mandatory tender offer or bond call that is applicable pro rata to all stockholders or bond holders, respectively.

The exemptions from pre-clearance in clauses (1) through (4) above do not apply to trading in any Security that is placed on a restricted list pursuant to the Eaton Vance Policies and Procedures in Prevention of Insider Trading. Further, the Chief Compliance Officer may suspend your ability to rely on the exemptions from pre-clearance in clauses (1) through (8) if he or she concludes that you have engaged in excessive personal trading or that pre-clearance by you is otherwise warranted.

You are responsible for determining if an issuer is a Large Cap Issuer; you may consult an appropriate Internet website for this purpose, such as Yahoo: Finance. Remember that you must always pre-clear all purchases and sales of EVC Securities that are publicly traded even if EVC is a Large Cap Issuer. See section B.1, “Pre-Clearance: EVC Securities,” above. Investment Professionals have additional pre-clearance obligations. See section F, “Additional Rules Applicable to Investment Professionals and Certain Other Persons,” below.

¹⁰

You will not receive pre-clearance of a transaction for any Security at a time when the Chief Compliance Officer or Chief Legal Officer believes circumstances warrant prohibiting a transaction in a particular Security. This may include when there is a pending buy or sell order for the same Security for a client. Remember that the term “Security” is broadly defined. For example, an option on a Security is itself a Security, and the purchase, sale and exercise of the option is subject to pre-clearance. A pre-clearance approval normally is valid only during the day on which it is given. Pre-clearance procedures are set forth in the Procedures.

2. Holding Period: Eaton Vance Closed-End Funds . Trustees, directors and officers of closed-end Funds, and certain Access Persons involved in managing such Funds, are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Senior Compliance Administrator will notify you and assist you in filing these Forms, and you will not receive pre-clearance for any purchase or sale that would violate the six-month restriction. Therefore, if you are in this category, you should expect to hold the shares you purchase for at least six (6) months.

3. Prohibited and Restricted Transactions . The following transactions are either prohibited without prior approval, or are discouraged, as indicated. The procedures for obtaining approval are in the Procedures.

a. Initial Public Offerings . You may not purchase or otherwise acquire any Security in an Initial Public Offering. You may apply to the Chief Compliance Officer and the Investment Compliance Officer for prior written approval to purchase or acquire a Security in an Initial Public Offering, but approval will be granted only in rare cases that involve extraordinary circumstances. Accordingly, the Company discourages such applications. You might be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form.

b. Limited Offerings . You may not purchase or otherwise acquire any Security in a Limited Offering, except with the prior approval from the Chief Compliance Officer and the Investment Compliance Officer. (Remember that a Limited Offering, as defined, includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Limited Offering is appropriate for purchase by a Client, or when your participation in the Limited Offering is suggested by a person who has a business relationship with any Company or expects to establish such a relationship). Examples where approval might be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend.

c. Short Sales . You may not sell short any Security, except that you may (i) sell short a Security if you own at least the same amount of the Security you sell short (selling short “against the box”) and (ii) sell short U.S. Treasury futures and stock index futures based on the S&P 500 or other broad based stock indexes. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

d. Naked Options . You may not engage in option transactions with respect to any Security, except that (i) you may purchase a put option or sell a call option on Securities that you own and, (ii) in order to close such a transaction, you may sell a put option or purchase a call option on Securities that you own. You may not engage in the purchase or sale of publicly-traded options on shares of EVC Securities. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

e. Short-term Trading . You are strongly discouraged from engaging in excessive short-term trading of Securities. The purchase and sale, or sale and purchase, of the same or equivalent Securities within sixty (60) calendar days are generally regarded as short-term trading. Such transactions are subject to pre-clearance.

4. Prohibited Transactions:

a. Designated Issuers. If you are an Access Person who:

•

has been designated as a Limited Person under the Non-Public Information and Ethical Wall Policy (the “Ethical Wall Policy”) with respect to a Designated Issuer (as defined in the Ethical Wall Policy); or

•

has otherwise been permitted access to the investment portfolio records relating to a Designated Issuer pursuant to clauses (x) and (z) of section 2 of the Ethical Wall Policy,

you may not purchase or sell any Security issued by such Designated Issuer until the ethical wall concerning such Designated Issuer has been lifted in accordance with the Ethical Wall Policy.

b. Equity Department and EVIC . If you are an Access Person in the equity department or EVIC, you may not purchase or sell any Security until the seventh (7 ^th ) calendar day after any (a) Analyst Select Portfolio activity regarding that Security (whether an addition, increased position, deletion, decreased position, or rating change), or (b) addition or deletion of such Security from the Counselors Focus Portfolio, or (c) change in the rating of that Security on Code Red (i) from a “strong buy”, “buy” or “neutral” to a “sell” or “strong sell”, (ii) from a “neutral”, “sell” or “strong sell” to a “buy” or “strong buy”, or (iii) an invalidation of the investment case, in each case to provide sufficient time for Client transactions in that Security before personal transactions in that Security. In addition, the Chief Compliance Officer may require other Access Persons with access to any of the Analyst Select Portfolio, Counselors Focus Portfolio or Equity Department research on Code Red or other investment department research to adhere to the restrictions in this paragraph upon written notice to such Access Person by the Chief Compliance Officer.

In addition, Access Persons that are traders in the equity department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000.

c. Investment Operations Department and Separately Managed Account Operations Department . If you are an Access Person in the investment operations department or separately managed account operations department, you may not purchase or sell any Security from the day of any communication or notice (verbal or written) of a pending program trade until the second (2 ^nd ) business day after execution of that pending program trade by all participating separately managed accounts.

5 . Investment Clubs . You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Policy as your personal account, and it is usually impracticable for you to comply with the rules of this Policy, such as pre-clearance of transactions, with respect to that investment club. If you were a member of an investment club and a Company employee on September 1, 2000, you may either (i) resign from the club by January 31, 2001 or promptly upon becoming an Access Person, and until your resignation is effective you may not influence or control the investment decisions of the club, or (ii) you may continue as a member, but only if the club is regarded as your personal account and you (and the club) meet all of the requirements of this Policy with respect to every securities transaction by the club, including pre-clearance, prohibited and restricted transaction, and reporting requirements.

6 . Reporting Requirements ¹¹ . You are required to provide the following reports of your Security holdings and transactions to the Senior Compliance Administrator. Please refer to the Procedures for reporting procedures and forms.

a. Initial Report of Holdings. Within ten (10) calendar days after you become an Access Person, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than forty-five (45) calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

b. Annual Report of Holdings. After January 1 and before January 31st of each year, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, current within forty-five (45) calendar days before the report is submitted, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held. Your report must include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

¹¹	*Reminder:* Your reports also relate to members of your Immediate Family and the accounts referred to under section A, “Applicability of the Policy,” above. Please review the definition of Securities in the “Definitions” section above.

c. Quarterly Transaction Report. Within thirty (30) calendar days after the end of each calendar quarter, you must submit to the Senior Compliance Administrator a report of your transactions in Securities during that quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. If you established an account with a broker, dealer or bank in which any Security was held during that quarter, (i) the broker, dealer or bank must be a Designated Broker and (ii) you must state the name of the broker, dealer or bank and the date you established the account on your report. The report must state the date on which you submit it to the Senior Compliance Administrator.

You do not have to submit a quarterly transaction report if (i) copies of all of your transaction confirmations and account statements are provided to the Senior Compliance Administrator for that quarter (see paragraph 9, “Confirmations of Transactions and Account Statements,” below), or (ii) all of the information required in such report is, on a current basis, already in the records of the Company (as, for example, in the case of transactions in EVC Securities through the EVC employee stock purchase plan or by the exercise of stock options).

7. Confirmations of Transactions and Account Statements . You must ensure that each broker, dealer or bank with which you maintain an account send to the Senior Compliance Administrator, as soon as practicable, copies of all confirmations of your Securities transactions and of all monthly, quarterly and annual account statements. See section A.2., “Applicability of the Policy – What Accounts are Covered,” above.

This requirement does not apply to Securities transactions involving shares of a Fund where EVD acts as your broker.

If you certify to the Compliance Assistance that the Senior Compliance Administrator has received all of your confirmations and account statements by the date your quarterly transaction report is due, and if those confirmations and statements contain all of the information required in your quarterly transaction report, you do not have to submit that report.

D. Rules Applicable to Access Persons Who Are Independent Fund Trustees

If you are an Access Persons who is an Independent Fund Trustee, you are subject to the following rules:

1. Prohibited Transactions. You are prohibited from purchasing or selling any security while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 2 to the Code of Ethics, Eaton Vance Funds Policies and Procedures in Prevention of Insider Trading.

2. Reporting . As an Independent Fund Trustee you are generally exempt from the reporting requirements applicable to Access Persons (see section C.6.). However, if you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) day period immediately before or after your transaction in a Security, the Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security, you must file a quarterly transaction report with the Fund Chief Compliance Officer within thirty (30) calendar days after the end of such calendar quarter. The report must include the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. The report also must state the date on which you submit it to the Fund Chief Compliance Officer.

3. Holding Period: Eaton Vance Closed-End Funds . Trustees of closed-end Funds are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Fund Chief Compliance Officer (or his designee) will notify you and assist you in filing these Forms. Therefore, you should expect to hold the shares you purchase for at least six (6) months.

E. Rules Applicable to Reporting Persons ¹²

In addition to the “Rules Applicable to All Employees” and “Rules Applicable to Access Persons” in sections B and C above, if you are a Reporting Person, you are required to submit a written notice to the Senior Compliance Administrator prior to establishing any new Securities account covered by the Policy or placing an order for the purchase or sale of any Security with any broker, dealer or bank. The notice must identify the broker, dealer or bank (which must be a Designated Broker) on such account. Please refer to the Procedures for reporting procedures and forms.

¹²	*Reminder:* Your reports also relate to members of your Immediate Family and the accounts referred to under section A, “Applicability of the Policy,” above. Please review the definition of Securities in the “Definitions” section above.

F. Additional Rules Applicable to Investment Professionals and Certain Other Persons ¹³

If you are an Investment Professional, or a member of a portfolio management team in the case of section F.2 below, you may be subject to the following rules, in addition to the “Rules Applicable to Access Persons” in section C above. Before engaging in any personal Securities transactions, please review those rules, which include pre-clearance and reporting requirements, as well as restricted transactions.

The following rules relate to the requirement that transactions for Clients whose portfolios you manage, or for whom you make recommendations, take precedence over your personal Securities transactions, and therefore Clients must be given the opportunity to trade before you do so for yourself. In addition, it is imperative to avoid conflicts, or the appearance of conflicts, with Clients’ interests. While the following Securities transactions are subject to pre-clearance procedures, you are responsible for avoiding all prohibited transactions described below, and you may not rely upon the pre-clearance procedures to prevent you from violating these rules.

1. Prohibited Transactions: All Investment Professionals . You may not cause or recommend a Client to take action for your personal benefit. Thus, for example, you may not trade in or recommend a security for a Client in order to support or enhance the price of a security in your personal account, or “front run” a Client.

2. Prohibited Transactions: Portfolio Managers, Members of Portfolio Management Teams, Investment Counselors, et al . For each of the prohibited transactions listed below in this section F.2, you are deemed to “manage” and/or be part of the “portfolio management team” for each Client account for which (i) you are a named portfolio manager or investment counselor or (ii) you have regular access to nonpublic information regarding the actual purchase or sale of Securities for the account prior to the placement of an order to purchase or sell such Securities with the relevant trading personnel for execution. You are deemed to have such regular access to nonpublic information regarding the actual purchase or sale of Securities for a Client account if you have the authority to: (x) complete trade tickets (or other documentation) required in order to place an order to purchase or sell Securities for the account with the relevant trading personnel for execution; (y) place such an order for the account with the relevant trading personnel for execution; or (z) review such trade tickets (or other documentation) prior to submission to the relevant trading personnel for execution, in each case whether in hard copy or by electronic means. ¹⁴

¹³

Reminder : When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest. See section A, “Applicability of the Policy,” above and check the definition of “Securities” and of other capitalized terms in the “Definitions” section above.

¹⁴

The prohibited transactions in this section E.2 are not intended to apply to (1) persons with access to nonpublic information regarding only potential purchases or sales of Securities in Client accounts, such as in connection with additions, deletions or rating changes of securities through the Analyst Select Portfolio, Counselors Focus Portfolio or on Code Red (see section C.5 for the prohibitions that relate to such persons and such situations) or (2) persons in Eaton Vance Investment Counsel who have the type of authority identified in clause (x), (y) or (z) of this section E.2 solely to facilitate client service in the event of the absence from the office of the primary investment counselor(s) or other Eaton Vance Investment Counsel employee with primary responsibility for the account.

a. Personal Trades in Same Direction as Client . If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not purchase any Security for your personal account until one (1) calendar day after you have purchased that Security for any Client account that you manage. You may not sell any Security for your personal account until one (1) calendar day after you have sold that Security for any Client account that you manage.

b. Personal Trades in Opposite Direction as Client: Seven-Day Blackout. If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not sell any Security for your personal account until the eighth (8 ^th ) calendar day after you have purchased that Security for any Client account that you manage. You may not purchase any Security for your personal account until the eighth (8 ^th ) calendar day after you have sold that Security for any Client account that you manage.

c. Trading Before a Client.

(i) If you are a portfolio manager or an investment counselor, before you place an order to purchase a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have purchased that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, there may be no impact on your prior purchase, or you may be required to sell that Security before it is purchased for the Client, or you may have to pay to the Client’s account the difference between your and the Client’s purchase price for the Security, if your price was lower.

(ii) If you are a portfolio manager or an investment counselor, before you place an order to sell a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have sold that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, you may or may not be required to pay to the Client’s account the difference between your and the Client’s sales price for the Security, if your price was higher.

(iii) As a member of a portfolio management team, if you enter into a Security transaction for your personal account of a type described in section F.2.c(i) or (ii) you must disclose such transactions to the Investment Compliance Officer (to the extent you have actual knowledge of the transaction for the Client account). Depending upon the circumstances, you may or may not be subject to the relevant requirements described in such sections.

d. General Prohibition. Because your responsibility is to put your Client’s interests ahead of your own, if you are a portfolio manager, an investment counselor or a member of a portfolio management team you may not delay taking appropriate action for a Client account that you manage in order to avoid potential adverse consequences in your personal account.

3. Prohibited Transactions: Investment Analysts . If you are an investment analyst, before you purchase or sell a Security, Clients must be afforded the opportunity to act upon your recommendations regarding such Security. You may not purchase or sell any Security for which you have coverage responsibility unless either (i) you have first broadly communicated throughout the relevant investment group your research conclusion regarding that Security (through an Analyst Select Portfolio recommendation or Security rating, including ratings communicated through Code Red or other research system) and afforded suitable Clients sufficient time to act upon your recommendation (as set forth in 3(a) and 3(b) below), or (ii) you have first determined, with the prior concurrence of the Investment Compliance Officer, that investment in that Security is not suitable for any Client. If your research conclusions are not communicated through an Analyst Select Portfolio recommendation or Security rating, before you purchase or sell a Security for which you have coverage responsibility, you must first obtain the approval of the Investment Compliance Officer.

a. Personal Trades Consistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the third (3 ^rd ) business day after you have broadly communicated a new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, and then only if your transaction is consistent with your recommendation or rating.

b. Personal Trades Inconsistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the tenth (10 ^th ) calendar day after you have broadly communicated your new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, if your transaction is inconsistent with your recommendation or rating. You must pre-clear any such transaction and disclose to the Investment Compliance Officer the reasons you desire to make a trade inconsistent with your recommendation or rating.

c. Trading before Communicating a Recommendation or Rating. If you are an investment analyst who is in the process of making a new or changed recommendation or rating for a Security for which you have coverage responsibility, but you have not yet broadly communicated your research conclusions and recommendations or ratings for such Security to the Investment Professionals in the relevant department, you are prohibited from trading in that Security.

4. Required Disclosures: Investment Analysts . If you are an investment analyst, before you make a recommendation that a Security be purchased, sold or held by a Client, you must disclose to the Investment Compliance Officer and to any Investment Professionals to whom you make the recommendation any direct or indirect beneficial interest you may have in that Security.

GENERAL PROVISIONS

1. Maintenance of List of Access Persons and Investment Professionals: Notification . The Senior Compliance Administrator shall maintain a list of all Access Persons and Investment Professionals, shall notify each of his or her status, and shall ensure that each has received a copy of the Code of Ethics.

2. Review of Securities Reports . The Chief Compliance Officer shall ensure that all Initial and Annual Reports of Securities Holdings and Quarterly Transaction Reports, together with all Securities Transaction Confirmations and Account Statements received by the Senior Compliance Administrator, will be reviewed in accordance with the attached Procedures.

3. Certifications by Employees . Each employee of a Company must certify at the time of hire and annually thereafter (within the timeframes established from time to time by the legal department) that he or she has read and understood the Code of Ethics and has complied and will comply with its provisions. In addition upon any revision to a Company’s Code of Ethics, each employee of that Company must certify that he or she has read the Code, as revised, and understands and will comply with its provisions.

4. Fund Board Approval . The Board of Trustees of each Fund, including a majority of the Independent Fund Trustees, has approved this Code of Ethics and must approve any material change hereto within six months after such change is adopted.

5. Annual Report to Fund Board . At least annually (i) each of EVM, BMR and EVD shall submit to the Board of Trustees of each Fund and (ii) EVM shall submit to each Sub-advised Fund for consideration a written report that (a) describes any issues arising under the Code of Ethics or the Procedures since the last report the Board, including information about material violations of the Code of Ethics or the Procedures and the sanctions imposed in response to material violations, and (b) certifies that each such Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

6. Recordkeeping Requirements . On behalf of each Company, EVC shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange Commission (“SEC”) or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

(1)

copies of the Code of Ethics currently in effect and in effect at any time within the past five (5) fiscal years;

(2)

a record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five (5) years after the end of the fiscal year in which the violation occurred;

(3)

copies of each report referred to in sections C or D.2 of the Policy on Personal Securities Transactions (“Policy”), Part II above, to be maintained for at least five (5) years after the end of the fiscal year in which the report is made or information provided (notwithstanding the foregoing, any confirmation relating to a Securities transaction subsequently reported in a monthly, quarterly or annual account statement may be disposed of following the receipt of such account statement);

(4)

a record of any approval to acquire a Security in an Initial Public Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(5)

a record of any approval to acquire a Security in a Limited Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(6)

a record of all persons, currently or within the past five (5) fiscal years, who are or were required to make reports referred to in section D.2 of the Policy and who are or were responsible for reviewing such reports;

(7)

copies of each certification referred to in paragraph 3 of these General Provisions made by a person who currently is, or in the past five (5) years was, subject to this Code of Ethics, to be maintained for at least five (5) years after the fiscal year in which the certification made; and

(8)

a copy of each Annual Report to a Fund Board referred to in paragraph 5 of these General Provisions, to be maintained for at least five (5) years after the end of the fiscal year in which it was made.

7. Confidentiality . All reports and other documents and information supplied by any employee of a Company or Access Person in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of EVC, by representatives of the SEC, or otherwise as required by law, regulation, or court order.

8. Interpretations . If you have any questions regarding the meaning or interpretation of the provisions of this Code of Ethics, please consult with the Compliance Attorney.

9. Violations and Sanctions . Any employee of a Company who violates any provision of this Code of Ethics shall be subject to sanction, including but not limited to censure, a ban on personal Securities trading, disgorgement of any profit or taking of any loss, fines, and suspension or termination of employment. Each sanction shall be recommended by the Compliance Officer in consultation with the Chief Compliance Officer and approved by the Chief Legal Officer or Management Committee of EVC. In the event the Chief Compliance Officer violates any provisions of this Code of Ethics, the Chief Legal Officer shall recommend the sanction to be imposed for approval by the Management Committee of EVC.

If the Chief Compliance Officer believes that any Fund trustee who is not an employee of a Company has violated any provision of the Policy, he or she shall so advise the trustees of the Fund, providing full particulars. The Fund trustees, in consultation with counsel to the Fund and/or counsel to the Independent Fund Trustees, shall determine whether a material violation has occurred and may impose such sanctions as they deem appropriate.

In adopting and approving this Code of Ethics, the Company and the Fund Boards of Trustees do not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 17j-1 under the Investment Company Act or Rule 204A-1 of the Investment Advisers Act.

Invesco Advisers, Inc.

CODE OF ETHICS

January 1, 2015


*Code of Ethics*		1

TABLE OF CONTENTS


Section	Item	Page

I.	Introduction	3

II.	Statement of Fiduciary Principles	3

III.	Compliance with Laws, Rules and Regulations; Reporting of Violations	4

IV.	Limits on Personal Investing	4
	A. Personal Investing	4
	1 Pre-clearance of Personal Securities Transactions	4
	2 Blackout Period	5
	• De Minimis Exemptions	6
	3 Prohibition of Short-Term Trading Profits	7
	4 Initial Public Offerings	7
	5 Prohibition of Short Sales by Investment Personnel	7
	6 Restricted List Securities	8
	7 Other Criteria Considered in Pre-clearance	8
	8 Brokerage Accounts	8
	9 Private Securities Transactions	9
	10 Limited Investment Opportunity	9
	11 Excessive Short-Term Trading in Funds	9

	B. Invesco Ltd. Securities	9
	C. Limitations on Other Personal Activities	10
	1 Outside Business Activities	10
	2 Gifts and Entertainment	10
	• Gifts	10
	• Entertainment	10
	3 U.S. Department of Labor Reporting	10
	D. Parallel Investing Permitted	11

V.	Reporting Requirements	11
	a. Initial Holdings Reports	11
	b. Quarterly Transaction Reports	12
	c. Annual Holdings Reports	12
	d. Gifts and Entertainment Reporting	13
	e. Certification of Compliance	13

VI.	Reporting of Potential Compliance Issues	13

VII.	Administration of the Code of Ethics	14

VIII.	Sanctions	14

IX.	Exceptions to the Code	14

X.	Definitions	14

XI.	Invesco Ltd. Policies and Procedures	17

XII.	Code of Ethics Contacts	17

Invesco Advisers, Inc.


*Code of Ethics*		2

CODE OF ETHICS

(Originally adopted February 29, 2008; Amended effective January 1, 2015)

I.	Introduction

Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.

This Code of Ethics (“the Code”) applies to Invesco Advisers, Inc., Invesco Advisers, Inc’s. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all of their Covered Persons. Covered Persons include:

•

any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations, or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.;

•

all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and

•

any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be deemed to be Covered Persons by Compliance.

Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Persons under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual funds.

II.

Statement of Fiduciary Principles

The following fiduciary principles govern Covered Persons:

•

the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of his or her positions; and

•

all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual’s position of trust and responsibility; and


*Code of Ethics*		3

•

this Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.

III.

Compliance with Laws, Rules and Regulations; Reporting of Violations

All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.’s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section VI. of this Code under “Reporting of Potential Compliance Issues.”

IV.

Limits on Personal Investing

A. Personal Investing

1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance, using the automated review system, all personal security transactions involving Covered Securities in which they have a Beneficial Interest. A Covered Person may be considered to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.

Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.

Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.

Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities.


*Code of Ethics*		4

Requirements for Invesco Affiliated Mutual Funds :

Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds’ transfer agent or in the Invesco Ltd. 401(k) or Money Purchase Plan (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process.

Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA mus t be pre-cleared through the automated review system.

Requirements for Exchange Traded Funds (ETFs) :

Employees are exempt from pre-clearing ETFs listed on the Pre-clearance Exempt ETF List , and any derivatives of these securities such as options. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared . ETFs are Covered Securities and are still subject to requirements and limits on personal investing as described in Section IV. and V. of the Code, irrespective of whether pre-clearance is required.

Requirements for Invesco Ltd. Securities and Other Employer Stock :

All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employer’s company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.

Exempted Securities:

Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust. (Please refer to the “Definitions” section of this Code for more information on the term, Covered Security.)

If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at codeofethicsnorthamerica@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.

Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:

2. Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.


*Code of Ethics*		5

•

Non-Investment Personnel.

•

may not buy or sell a Covered Security within two trading days after a Client trades in that security.

•

may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.

•

Investment Personnel .

•

may not buy or sell a Covered Security within three trading days before or after a Client trades in that security.

•

may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.

For practical purposes, an Employee without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Employees, trading with pre-clearance approval granted prior to a Client transaction will not be considered a violation of this Code of Ethics. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while he or she was aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code of Ethics.

De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person’s proposed personal securities transaction:

•

Equity de minimis exemptions .

•

If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index or any of the main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link:

http://sharepoint/sites/Compliance-COE-

NA/Training/Documents/De%20Minimis%20Indices%20List.pdf

•

If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting Client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day.

•

Fixed income de minimis exemption . If a Covered Person does not have knowledge of Client trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period.


*Code of Ethics*		6

The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have potential access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.

Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:

•

A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent.

•

Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations.

3. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.’s choice and a letter of education may be issued to the Covered Person.

4. Initial Public Offerings . Covered Persons are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Person’s business unit.

5. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in his or her personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.

6. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.


*Code of Ethics*		7

7. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

8. Brokerage Accounts.

a. Covered Persons may only maintain brokerage accounts with:

•

full service broker-dealers,

•

discount broker-dealers. discount broker-dealer accounts are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to Compliance as detailed below in Section d.

•

Invesco Advisers, Inc’s. -affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.)

b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.’s Compliance Department. All Covered Persons must arrange for his or her broker-dealers to forward to Compliance on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.

c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of his or her brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.

d. Firms that provide electronic feeds to Invesco’s Compliance Department:

Please refer to the following link on the Invesco intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:

http://sharepoint/sites/Compliance-COE-

NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf

e. Discretionary Managed Accounts. In order to establish a discretionary managed account, a Covered Person must grant the manager complete investment discretion over a Covered Persons account. Pre-clearance is not required for trades in this account; however, a Covered Person may not participate, directly or indirectly, in individual investment


*Code of Ethics*		8

decisions or be aware of such decisions before transactions are executed. This restriction does not preclude a Covered Person from establishing investment guidelines for the manager, such as indicating industries in which a Covered Person desires to invest, the types of securities a Covered Person wants to purchase or a Covered Persons overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that a Coverd Person is actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.

9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnel’s business unit when they are involved in a Client’s subsequent consideration of an investment in the same issuer. The business unit’s decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.

10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a limited investment opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance.

11. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations outlined in the respective prospectus and other fund disclosure documents.

Invesco Ltd. Securities

1. No Employee may effect short sales of Invesco Ltd. securities.

2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd’s securities, on an exchange or any other organized market.

3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to “black-out” periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.


*Code of Ethics*		9

4. Holdings of Invesco Ltd. securities in Covered Persons’ accounts are subject to the reporting requirements specified in Section IV.A.8 of this Code.

Limitations on Other Personal Activities

1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.’s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.

2. Gift and Entertainment . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which Employees may accept or give Gifts or Entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.

Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.

An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.

•

Gifts . Employees are prohibited from accepting or giving the following: a single Gift valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 in the aggregate during a calendar year period.

•

Entertainment . Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance.

Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.

3. U.S. Department of Labor Reporting: Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as “union officials”). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.’s Employees to a union or union official is considered a payment reportable to the DOL.


*Code of Ethics*		10

Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official that do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.’s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.’s policy to require that ALL Gifts or Entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Department’s expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.

Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.

If you have any question whether a payment to a union or union official is reportable, please contact Compliance. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.

Parallel Investing Permitted

Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.

V .	Reporting Requirements

a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):

•

A list of all security holdings, including the security name, the number of shares (for equities) and the principal amount (for debt securities) in which the Covered Person has direct or indirect Beneficial Interest. A Covered Person may have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements;

•

The security identifier for each Covered Security (CUSIP, symbol, etc.);

•

The name of any broker-dealer or bank with which the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person; and

•

The date that the report is submitted by the Covered Person to Compliance.


*Code of Ethics*		11

b. Quarterly Transaction Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions during the quarter in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:

•

The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

•

The nature of the transaction (buy, sell, etc.);

•

The security identifier (CUSIP, symbol, etc.);

•

The price of the Covered Security at which the transaction was executed;

•

The name of the broker-dealer or bank executing the transaction; and

•

The date that the report is submitted by the Covered Person to Compliance.

All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money Purchase Plan (MPP), or accounts held directly with Invesco in the Quarterly Transaction Report.

Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:

•

The date the account was established;

•

The name of the broker-dealer or bank; and

•

The date that the report is submitted by the Covered Person to Compliance.

Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.

c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:

•

A list of all security holdings, including the security name, the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest;


*Code of Ethics*		12

•

The security identifier for each Covered Security (CUSIP, symbol, etc.);

•

The name of the broker-dealer or bank with or through which the security is held; and

•

The date that the report is submitted by the Covered Person to Compliance.

d. Gifts and Entertainment Reporting.

•

Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. The requirement to report Entertainment includes dinners or any other event with a business partner of Invesco Advisers, Inc. in attendance.

•

Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employee’s business unit. All Employee’s should contact his or her manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner.

e. Certification of Compliance. All Covered Persons must certify annually in writing that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify in writing annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by Invesco Advisers, Inc. and the relevant funds’ boards. All Covered Persons must certify in writing within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.

VI.

Reporting of Potential Compliance Issues

Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with his or her supervisor, department head or with Invesco Advisers, Inc.’s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.

In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Whistleblower Hotline at 1-855-234-9780. This hotline is available to employees of multiple operating units of Invesco Ltd. Employees may also report his or her concerns by visiting the Invesco Whistleblower Hotline website at:


*Code of Ethics*		13

www.invesco.ethicspoint.com . To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.

VII. Administration of the Code of Ethics

Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.

No less frequently than annually, Invesco Advisers, Inc. will furnish to the Affiliated Mutual Funds’ Boards of Trustees a written report that:

•

describes significant issues arising under the Code since the last report to the funds’ board, including information about material violations of the Code and sanctions imposed in response to material violations; and

•

certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code.

VIII.

Sanctions

Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.

Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.

IX.

Exceptions to the Code

Invesco Advisers, Inc.’s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.

X.	Definitions

•

“Affiliated Mutual Funds” generally includes all open-end or closed-end mutual funds advised or sub-advised by Invesco Advisers, Inc.

•

“Automatic Investment Plan/Dividend Reinvestment Plan” means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.

•

“Beneficial Interest” has the same meaning as the ownership interest of a “beneficial owner” pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (“the ’34 Act”). To have a Beneficial Interest, Covered Persons must have directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a


*Code of Ethics*		14

“direct or indirect pecuniary interest,” which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.

•

“Client” means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds.

•

“Control” has the same meaning as under Section 2(a)(9) of the Investment Company Act.

•

“Covered Person” means and includes:

•

any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.

•

all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.

•

any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be so deemed to be Covered Persons by Compliance.

Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Person under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual Funds.

•

“Covered Security” means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note: exchange traded funds (ETFs) are considered Covered Securities):

•

Direct obligations of the Government of the United States or its agencies;

•

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


*Code of Ethics*		15

•

Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.;

•

Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust;

•

Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.’s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd.

•

“Employee” means and includes:

•

Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.

•

All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.

•

Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance.

•

“Gifts”, “Entertainment” and “Business Partner” have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy.

•

“Independent Trustee” means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act.

•

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the ’34 Act.

•

“Invesco Advisers, Inc.’s -affiliated Broker-dealer” means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors.

•

“Investment Personnel” means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who


*Code of Ethics*		16

Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1.

•

“Non-Investment Personnel” means any Employee that does not meet the definition of Investment Personnel as listed above.

•

“Private Securities Transaction” means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

•

“Restricted List Securities” means the list of securities that are provided to the Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit).

•

“Trustee” means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc.

XI.

Invesco Ltd. Policies and Procedures

All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Political Contributions Policy and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.

XII.

Code of Ethics Contacts

•

Telephone Hotline: 1-877-331-CODE [2633]

•

E-Mail: codeofethicsnorthamerica@invesco.com

Last Revised: January 1, 2015


*Code of Ethics*		17

Policy

Code of Ethics for JPMAM

Effective Date: 02/01/2005 | Last Revision Date: 07/11/2014

Last Review Date: 05/06/2014

For distribution only to clients


TABLE OF CONTENTS

1.	Summary		3

2.	Amendments to Previous Version Distributed May 6, 2014		3

3.	Scope		3

4.	Policy Statements		4

5.	Reporting Requirements		4

	5.1.	Holdings Reports	4
	5.2.	Transaction Reports	5
	5.3.	Consolidated Report	5
	5.4.	Exceptions from Transaction Reporting Requirements	6

6.	Pre-approval of Certain Investments		6

7.	Personal Trading Policies and Procedures		6

	7.1.	Designated Broker Requirement	6
	7.2.	Blackout Provisions	7
	7.3.	Minimum Investment Holding Period and Market Timing Prohibition	7
	7.4.	Trade Reversals and Disciplinary Action	7

8.	Books and Records to be Maintained by Investment Advisers		8

9.	Privacy		8

10.	Conflicts of Interest		8

	10.1.	Trading in Securities of Clients	9
	10.2.	Trading in Securities of Suppliers	9
	10.3.	Pre-clearance Procedures for Value-Added Investors	9
	10.4.	Gifts	9
	10.5.	Entertainment	9
	10.6.	Political Contributions and Activities	10
	10.7.	Charitable Contributions	10
	10.8.	Outside Business Activities	10

11.	Training		10

12.	Escalation Guidelines		11

	12.1.	Violation Prior to Material Violation	11
	12.2.	Material Violations	11

13.	Defined Terms		12

LOGO

1.	Summary

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:

Standards of business conduct that are required of Supervised Persons and reflect the investment adviser’s fiduciary obligations to clients;

Provisions requiring Supervised Persons to comply with applicable Federal Securities Laws ;

Provisions requiring all Access Persons to report their personal securities transactions and holding periodically to the investment adviser for review;

Provisions requiring Supervised Persons to report any violation of the Code of Ethics promptly to the Chief Compliance Officer (“CCO”), or to other persons designated in the Code of Ethics; and

Provisions requiring the investment adviser to provide Supervised Persons with a copy of this Code and any amendments, and requiring Supervised Persons to provide written acknowledgement of receipt of the Code of Ethics and any amendments

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.

2.	Amendments to Previous Version Distributed May 6, 2014

•

Designated Broker Requirement (Section 7.1)

•

Updated the Designated Broker List to include TD Ameritrade and Wells Fargo

•

Defined Terms

•

Updated the definition of “JPMAM” to include the Investment Advisors.

Scope

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)

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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 .

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.

4.	Policy Statements

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:

•

Reporting Requirements

•

Pre-Approval of Certain Investments

•

Personal Trading Policies and Procedures

•

Books and Records to be Maintained by Investment Advisers

•

Privacy

•

Conflicts of Interest

•

Training

•

Escalation Guidelines

5.	Reporting Requirements

5.1.

Holdings Reports

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

Content of Holdings Reports

Each holdings report must contain, at a minimum:

Account Details

The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.).

Account Statements

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership.

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Submission Date

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

Submission of Holdings Reports

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

Initial 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 .

Annual Report

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

5.2.

Transaction Reports

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:

Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership :

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

The price of the security at which the transaction was effected;

The name of the broker, dealer or bank with or through which the transaction was effected; and

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

Timing of Transaction Reports

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

5.3.

Consolidated Report

At the discretion of the Compliance Department, the form of annual holdings report may be combined with the form of the concurrent quarterly transaction report, provided that such consolidated holdings and transaction report meets, at a minimum, the timing requirements of both such reports if submitted separately.

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5.4.

Exceptions from Transaction Reporting Requirements

An Access Person need not submit:

Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

A transaction report with respect to transactions effected pursuant to an Automatic Investment Plan;

A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Compliance Department holds in its records so long as the Compliance Department receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter;

Any report with respect to transactions in Reportable Funds .

6.	Pre-approval of Certain Investments

Supervised Persons must obtain approval from the Compliance Department before 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.

7.	Personal Trading Policies and Procedures

In furtherance of the standards for personal trading set forth herein, JPMAM shall maintain a Personal Trading Policy with respect to the trading restrictions and corrective actions discussed under this section, and such other restrictions as may be deemed necessary or appropriate by JPMAM.

7.1.

Designated Broker Requirement

Any Associated Account , except as otherwise indicated in the Personal Trading Policy, must be maintained with a Designated Broker, as provided under the JPMC Code of Conduct and the Personal Trading Policy.

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7.1.1.

Approved Designated Brokers:

J.P. Morgan Private Bank (PB)

J.P. Morgan Securities

Chase Investments

Charles Schwab

E*Trade Financial

Fidelity Brokerage Services

Merrill Lynch

Morgan Stanley/Smith Barney

TD Ameritrade

Wells Fargo

7.2.

Blackout Provisions

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.

7.3.

Minimum Investment Holding Period and Market Timing Prohibition

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 Reportable Fund . Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

Please see the Personal Trading Policy for further details on transactions covered or exempted from the minimum investment holding period.

7.4.

Trade Reversals and Disciplinary Action

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the Code or the Personal Trading Policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of black out period requirements under the Personal Trading Policy.

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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.

8.	Books and Records to be Maintained by Investment Advisers

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

A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that is in effect or has been in effect at any time within the past five years;

A record of any violation of the Code, and any action taken as a result of that violation;

A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

A record of each report made by an Access Persons required under the Reporting Requirements;

A record of the names of persons who are currently, or within the past five years were, Access Persons;

A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Supervised Persons under section 6. Pre-approval records of certain investments will be maintained, for at least five years after the end of the fiscal year in which the approval is granted; and

Any other such record as may be required under the Code or the Personal Trading Policy.

9.	Privacy

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.

10.	Conflicts of Interest

With regards to each of the following restrictions, more detailed guidelines may be found under the applicable JPMAM policy and/or the JPMC Code of Conduct.

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10.1.

Trading in Securities of Clients

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.

10.2.

Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

Disclose this fact to your department head and the Compliance Department; and

Obtain prior approval from the Compliance Department before selling such securities.

10.3.

Pre-clearance Procedures for Value-Added Investors

Prior to any telephone calls, video, and in-person meetings between a Portfolio Manager 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:

Date and place of meeting;

Name of Value-added Investor, their employer, and job title;

Name of private fund the Value-Added Investor is invested in (or may invest in);

Names of all J.P. Morgan employees in attendance at the meeting and job titles;

Purpose of the meeting.

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

10.4.

Gifts

A conflict of interest occurs when the personal interests of Supervised Persons interfere or could potentially interfere with their responsibilities to the firm and its Clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a Client feel beholden to the firm or the Supervised Person. Guidelines that are more specific are set forth under the JPMC Code of Conduct and the JPM Investment Management Americas Gift and Entertainment Policy. Supervised Persons are required to log all 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.

10.5.

Entertainment

No Supervised Person may provide or accept extravagant or excessive entertainment to or from a Client, prospective client, or any person or entity that does or seeks to do business with or on behalf of JPMAM. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present, and only to the extent that such entertainment is permissible under the JPMC Code of Conduct and the JPM Investment Management Americas Gift and Entertainment Policy. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database for approval and any violations of the Policy are subject to the Escalation Guidelines.

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10.6.

Political Contributions and Activities

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.

10.7.

Charitable Contributions

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

10.8.

Outside Business Activities

A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its Clients. Supervised 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:

Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual’s position with the firm.

Take for oneself a business opportunity belonging to the firm.

Engage in a business opportunity that competes with any of the firm’s businesses.

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.

11.	Training

All employees of the firm are required to take several mandatory training courses given each year by Compliance (e.g., AML, Privacy, and Code of Conduct). Failure to attend and/or complete required Compliance training courses will be subject to the Escalation Guidelines.

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12.	Escalation Guidelines

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.

12.1.

Violation Prior to Material Violation

While the Group Head is notified of all violations, he/she is required to have a meeting with the employee when the employees’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.

12.2.

Material Violations

All material violations require the Group Head and HR to have a meeting with the employee and to document the meeting specifics in the employee’s personnel file. 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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13.	Defined Terms


Access Persons		Include any partner, officer, director (or other person occupying a similar status or performing similar functions) of JPMAM, as well as any other Supervised Person who:

		1) Has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any registered fund advised or sub-advised by JPMAM; or

		2) Is involved in making securities recommendations to clients, including Funds, or who has access to such recommendations that are non-public.

Associated Account		Is an account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.

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

Beneficial ownership		Is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. Please note: Any report required under section 5. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

Client		Is any entity (e.g. person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.

Federal Securities Laws		Are the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

Fund		Is an investment company registered under the 1940 Act.

Initial Public Offering		Is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

JPMAM		Is the abbreviation for JPMorgan Asset Management, a marketing name for the Investment Management subsidiaries of JPMorgan Chase & Co. Within the context of this document, JPMAM refers to the following U.S. registered investment advisers of JPMorgan Asset Management: • J.P. Morgan Alternative Asset Management, Inc. • JPMorgan Asset Management (UK) Ltd. • J.P. Morgan Investment Management Inc. • Security Capital Research & Management Inc. • Bear Stearns Asset Management Inc.

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Limited Offering		Is an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 there under.

Personal Trading Policy		Is the Personal Trading Policy for Investment Management Americas Staff and/or the Personal Investment Policy for JPMAM Employees in EMEA, Asia and Japan, as applicable, and the procedures there under.

Proprietary		Within the context of the Policy is: (1) any research conducted by IM or its affiliates (2) any non-public information pertaining to IM or its affiliates (3) all JPM managed and sub-advised mutual funds

Reportable Fund		Is any JPMorgan Proprietary Fund, including sub-advised funds

Reportable Security		Is a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Excluded from this definition are: 1) Direct obligations of the Government of the United States; 2) Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; 3) Shares issued by money market funds; and 4) Shares issued by open-end funds other than reportable funds

Supervised Persons		1) Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM; 2) All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as “dual hatted” employees; 3) Certain consultants as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM’s supervision and control; and 4) All Access Persons

Value–Added Investor		Is an executive level officer (i.e., president, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Partner) or director of a company, who, due to the nature of his/her position, may obtain material, non-public information.

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JENNISON ASSOCIATES LLC

CODE OF ETHICS,

POLICY ON INSIDER TRADING

AND

PERSONAL TRADING POLICY

As Amended December 31, 2014

Table of Contents


S ECTION I: C ODE OF E THICS

1. S TANDARDS OF P ROFESSIONAL C ONDUCT P OLICY S TATEMENT		1
2. C ONFIDENTIAL I NFORMATION		3
A. P ERSONAL U SE		3
B. R ELEASE OF C LIENT I NFORMATION		3

3. C ONFLICTS OF I NTEREST		4
A-G. H OW TO AVOID POTENTIAL CONFLICTS OF INTEREST		4

4. O THER BUSINESS A CTIVITIES		5
A. I SSUES REGARDING THE RETENTION OF SUPPLIERS		5
B. G IFTS		5
C. I MPROPER PAYMENTS		6
D. B OOKS , R ECORDS AND A CCOUNTS		6
E. L AWS AND REGULATIONS		6
F. O UTSIDE ACTIVITIES & POLITICAL AFFILIATIONS		6

5. C OMPLIANCE W ITH T HE C ODE & C ONSEQUENCES I F V IOLATION O CCURS		7
6. D ISCLOSURE R EQUIREMENTS		8

S ECTION II: I NSIDER T RADING

1. J ENNISON A SSOCIATES ’ P OLICY S TATEMENT A GAINST I NSIDER T RADING		9
2. E XPLANATION OF RELEVANT TERMS AND CONCEPTS		10
A. W HO IS AN INSIDER		10
B. W HAT IS MATERIAL INFORMATION		10
C. W HAT IS NON - PUBLIC I NFORMATION		11
D. M ISAPPROPRIATION T HEORY		11
E. W HO IS A CONTROLLING PERSON		11
F. H OW IS NON - PUBLIC INFORMATION MONITORED		11
3. P ENALTIES FOR INSIDER TRADING VIOLATIONS		12
A-G T YPES OF PENALTIES		12

S ECTION III: I MPLEMENTATION P ROCEDURES & P OLICY

1. I DENTIFYING INSIDE I NFORMATION		13
A. IS THE INFORMATION MATERIAL		13
B. I S THE INFORMATION NON - PUBLIC		13
2. R ESTRICTING A CCESS TO MATERIAL NON - PUBLIC INFORMATION		14
3. A LLOCATION OF BROKERAGE		14
4. R ESOLVING ISSUES CONCERNING INSIDER TRADING		14


S ECTION IV: J ENNISON A SSOCIATES P ERSONAL T RADING P OLICY

1. G ENERAL POLICY AND PROCEDURES		16
2. P ERSONAL TRANSACTION REPORTING REQUIREMENTS		17
A. J ENNISON EMPLOYEES		18
1. I NITIAL HOLDING REPORTS		18
2. Q UARTERLY REPORTS		18
3. A NNUAL H OLDINGS R EPORTS		20
B. O THER PERSONS DEFINED BY J ENNISON AS ACCESS PERSONS		20
3. P RE - CLEARANCE PROCEDURES		21
4. P ERSONAL TRADING POLICY		21
A. B LACKOUT P ERIODS		22
B. S HORT - TERM TRADING		23
C-K O THER R ULES		24
L. D ESIGNATION P ERSONS : R EQUIREMENTS FOR TRANSACTIONS IN SECURITIES ISSUED BY P RUDENTIAL		26
M. J ENNISON EMPLOYEE PARTICIPATION IN SEPARATELY MANAGED ACCOUNTS ( SMA )		26
N. E XCEPTIONS TO THE PERSONAL TRADING POLICY		27
5. M ONITORING /A DMINISTRATION		27
6. P ENALTIES FOR VIOLATIONS OF J ENNISON ’ S PERSONAL TRADING POLICIES		28
7. T YPE OF VIOLATION		28
A. P ENALTIES FOR FAILURE TO SECURE PRE - APPROVAL		28
1. F AILURE TO PRE - CLEAR PURCHASE		28
2. FAILURE TO PRE - CLEAR SALES THAT RESULT IN LONG - TERM CAPITAL GAINS		28
3. FAILURE TO PRE - CLEAR SALES THAT RESULT IN SHORT - TERM CAPITAL GAINS		29
4. A DDITIONAL CASH PENALTIES		29
B. F AILURE TO COMPLY WITH REPORTING REQUIREMENTS		30
C. P ENALTY FOR VIOLATION OF SHORT - TERM TRADING		30
D. O THER POLICY INFRINGEMENTS DEALT WITH ON A CASE - BY - CASE BASIS		31
E. D ISGORGED PROFITS		31
8. M ISCELLANEOUS		31
A. P OLICIES AND PROCEDURES REVISIONS		31
B. C OMPLIANCE		31
9. E XHIBITS		32
A. C OMPLIANCE AND REPORTING OF P ERSONAL TRANSACTIONS MATRIX		32
B. B ROAD - BASED I NDICES AND C OMMODITIES		34
C. O THER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS		35
D. C OVERED FUNDS		36

iii

S ECTION I

CODE OF ETHICS

FOR

JENNISON ASSOCIATES LLC

This Code of Ethics (“Code”), as well as Section II, III and IV that follow, sets forth rules, regulations and standards of professional conduct for the employees of Jennison Associates LLC (hereinafter referred to as “Jennison or the Company”). Jennison expects that all employees will adhere to this code without exception.

The Code incorporates aspects of ethics policies of Prudential Financial Inc. (“Prudential”), as well as additional policies specific to Jennison Associates LLC. Although not part of this Code, all Jennison employees are also subject to Prudential’s “Making the Right Choices” and “Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates’ (“Information Barrier Policy”) policies and procedures. These policies can also be found by clicking on Jennison’s Compliance intranet website ( http://buzz/jennonline/DesktopDefault.aspx ).

STANDARDS OF PROFESSIONAL CONDUCT POLICY STATEMENT

It is Jennison’s policy that its employees must adhere to the highest ethical standards when discharging their investment advisory duties to our clients or in conducting general business activity on behalf of Jennison in every possible capacity, such as investment management, administrative, dealings with vendors, confidentiality of information, financial matters of every kind, etc. Jennison, operating in its capacity as a federally registered investment adviser, has a fiduciary responsibility to render professional, continuous, and unbiased investment advice to its clients. Furthermore, ERISA and the federal securities laws define an investment advisor as a fiduciary who owes their clients a duty of undivided loyalty, who shall not engage in any activity in conflict with the interests of the client. As a fiduciary, our personal and corporate ethics must be above reproach. Actions, which expose any of us or the organization to even the appearance of an impropriety, must not occur. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing when discharging their investment management responsibilities. It is a fundamental principle of this firm to ensure that the interests of our clients come before those of Jennison or any of its employees. Therefore, as an employee of Jennison, we expect you to uphold these standards of professional conduct by not taking inappropriate advantage of your position, such as using information obtained as a Jennison employee to benefit yourself or anyone else in any way. It is particularly important to adhere to these standards when engaging in personal securities transactions and maintaining the confidentiality of information concerning the identity of security holdings and the financial circumstances of our clients. Any investment advice provided must be unbiased, independent and confidential. It is extremely important to not violate the trust that Jennison and its clients have placed in its employees.

The prescribed guidelines and principles, as set forth in the policies that follow, are designed to reasonably assure that these high ethical standards long maintained by Jennison continue to be applied and to protect Jennison’s clients by deterring misconduct by its employees. The rules prohibit certain activities and personal financial interests as well as require disclosure of personal investments and related business activities of all supervised persons, includes directors, officers and employees, and others who provide advice to and are subject to the supervision and control of Jennison. The procedures that follow will assist in reasonably ensuring that our clients are protected from employee misconduct and that our employees do not violate federal securities laws. All employees of Jennison are expected to follow these procedures so as to ensure that these ethical standards, as set forth herein, are maintained and followed without exception. These guidelines and procedures are intended to maintain the excellent name of our firm, which is a direct reflection of the conduct of each of us in everything we do.

Jennison’s continued success depends on each one of us meeting our obligation to perform in an ethical manner and to use good judgment at all times. All employees have an obligation and a responsibility to conduct business in a manner that maintains the trust and respect of fellow Jennison employees, our customers, shareholders, business colleagues, and the general public. You are required to bring any knowledge of possible or actual unethical conduct to the attention of management. Confidentiality will be protected insofar as possible, with the assurance that there will be no adverse consequences as a result of reporting any unethical or questionable behavior. If you have any knowledge of or suspect anyone is about to engage in unethical business activity that either violates any of the rules set forth herein, or simply appears improper, please provide such information to either the Chief Compliance Officer or senior management through the Jennison Financial Reporting Concern Mailbox located on the Risk Management webpage. Emails sent in this manner anonymously. The default setting is set to display your email address, so if you prefer the email to be anonymous, please be sure to check the appropriate box. If you choose not to report your concerns anonymously, you should be aware that Jennison has strict policies prohibiting retaliation against employees who report ethical concerns.

Jennison employees should use this Code, as well as the accompanying policies and procedures that follow, as an educational guide that will be complemented by Jennison’s training protocol.

Each Jennison employee has the responsibility to be fully aware of and strictly adhere to the Code of Ethics and the accompanying policies that support the Code. It should be noted that because ethics is not a science, there may be gray areas that are not covered by laws or regulations. Jennison and its employees will nevertheless be held accountable to such standards. Individuals are expected to seek assistance for help in making the right decision.

If you have any questions as to your obligation as a Jennison employee under either the Code or any of the policies that follow, please contact the Compliance Department.

CONFIDENTIAL INFORMATION

Employees may become privy to confidential information (information not generally available to the public) concerning the affairs and business transactions of Jennison, companies researched by us for investment, our present and prospective clients, client portfolio transactions (executed, pending or contemplated) and holdings, suppliers, officers and other staff members. Confidential information also includes trade secrets and other proprietary information of the Company such as business or product plans, systems, methods, software, manuals and client lists. Safeguarding confidential information is essential to the conduct of our business. Caution and discretion are required in the use of such information and in sharing it only with those who have a legitimate need to know (including other employees of Jennison and clients).

PERSONAL USE :

Confidential information obtained or developed as a result of employment with the Company is not to be used or disclosed for the purpose of furthering any private interest or as a means of making any personal gain. Unauthorized or disclosure of such information (other than as described above) could result in civil or criminal penalties against the Company or the individual responsible for disclosing such information.

Further guidelines pertaining to confidential information are contained in the “Policy Statement on Insider Trading” (Set forth in Section II dedicated specifically to Insider Trading).

RELEASE OF CLIENT INFORMATION :

All requests for information concerning a client (other than routine inquiries), including requests pursuant to the legal process (such as subpoenas or court orders) must be promptly referred to the Chief Compliance Officer, or Legal Department. No information may be released, nor should the client involved be contacted, until so directed by either the Chief Compliance Officer, or Legal Department.

In order to preserve the rights of our clients and to limit the firm’s liability concerning the release of client proprietary information, care must be taken to:

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Limit use and discussion of information obtained on the job to normal business activities.

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Request and use only information that is related to our business needs.

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Restrict access to records to those with proper authorization and legitimate business needs.

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Include only pertinent and accurate data in files, which are used as a basis for taking action or making decisions.

CONFLICTS OF INTEREST

You should avoid actual or apparent conflicts of interest – that is, any personal interest inside or outside the Company, which could be placed ahead of your obligations to our clients, Jennison Associates or Prudential. Conflicts may exist even when no wrong is done. The opportunity to act improperly may be enough to create the appearance of a conflict.

We recognize and respect an employee’s right of privacy concerning personal affairs, but we must require a full and timely disclosure of any situation, which could result in a conflict of interest, or even the appearance of a conflict. The Company, not by the employee involved, will determine the appropriate action to be taken to address the situation.

To reinforce our commitment to the avoidance of potential conflicts of interest, the following rules have been adopted, that prohibit you from engaging in certain activities without the pre-approval from the Ethics Advisory Group:

A) YOU MAY NOT , without first having secured prior approval, serve as a director, officer, employee, partner or trustee – nor hold any other position of substantial interest – in any outside business enterprise. You do not need prior approval, however, if the following three conditions are met: one, the enterprise is a family firm owned principally by other members of your family; two, the family business is not doing business with Jennison or Prudential and is not a securities or investment related business; and three, the services required will not interfere with your duties or your independence of judgment. Significant involvement by employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, you will be required to disclose all relationships with outside enterprises annually.

Jennison’s policy on participation in outside business activities deals only with positions in business enterprises. It does not affect Jennison’s practice of permitting employees to be associated with governmental, educational, charitable, religious or other civic organizations. These activities may be entered into without prior consent, but must still be disclosed on an annual basis.

NOTE: Jennison employees that are Registered Representatives of Prudential Investment Management Services, LLC (“PIMS”) must also comply with the policies and procedures set forth in the PIMS Compliance Manual. All registered representatives of PIMS must secure prior approval before engaging in any outside business activities as outlined in Jennison’s Written Supervisory Procedure on Outside Business Activities which is available via Jennison’s Compliance intranet website.

B) YOU MAY NOT act on behalf of Jennison in connection with any transaction in which you have a personal interest.

C) YOU MAY NOT , without prior approval, have a substantial interest in any outside business which, to your knowledge, is involved currently in a business transaction with Jennison or Prudential, or is engaged in businesses similar to any business engaged in by Jennison. A substantial interest includes any investment in the outside business involving an

amount greater than 10 percent of your gross assets, or involving a direct or indirect ownership interest greater than 2 percent of the outstanding equity interests. You do not need approval to invest in open-ended registered investment companies such as investments in mutual funds and similar enterprises that are publicly owned.

D) YOU MAY NOT , without prior approval, engage in any transaction involving the purchase of products and/or services from Jennison, except on the same terms and conditions as they are offered to the public. Plans offering services to employees approved by the Board of Directors are exempt from this rule.

E) YOU MAY NOT , without prior approval, borrow an amount greater than 10% of your gross assets, on an unsecured basis from any bank, financial institution, or other business that, to your knowledge, currently does business with Jennison or with which Jennison has an outstanding investment relationship.

F) YOU MAY NOT favor one client account over another client account or otherwise disadvantage any client in any dealings whatsoever to benefit either yourself, Jennison or another third-party client account.

G) YOU MAY NOT , as result of your status as a Jennison employee, take advantage of any opportunity that your learn about or otherwise personally benefit from information you have obtained as an employee that would not have been available to you if you were not a Jennison employee.

OTHER BUSINESS ACTIVITIES

A) ISSUES REGARDING THE RETENTION OF SUPPLIERS : The choice of our suppliers must be based on quality, reliability, price, service, and technical advantages.

B) GIFTS : Jennison employees and their immediate families should not solicit, accept, retain or provide any gifts or entertainment which might influence decisions you or the recipient must make in business transactions involving Jennison or which others might reasonably believe could influence those decisions. Even a nominal gift should not be accepted if, to a reasonable observer, it might appear that the gift would influence your business decisions.

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Examples of such gifts are those received as normal business entertainment ( i.e. , meals or golf games); non-cash gifts of nominal value (such as received at Holiday time); gifts received because of kinship, marriage or social relationships entirely beyond and apart from an organization in which membership or an official position is held as approved by the Company. Entertainment, which satisfies these requirements and conforms to generally accepted business practices, also is permissible. Please reference Jennison Associates’ Gifts and Entertainment Policy and Procedures located on Compliance web page of Jennison Online for a more detailed explanation of Jennison’s policy towards gifts and entertainment.

C) IMPROPER PAYMENTS – KICKBACKS : In the conduct of the Company’s business, no bribes, kickbacks, or similar remuneration or consideration of any kind are to be given or offered to any individual or organization or to any intermediaries such as agents, attorneys or other consultants.

D) BOOKS, RECORDS AND ACCOUNTS : The integrity of the accounting records of the Company is essential. All receipts and expenditures, including personal expense statements must be supported by documents that accurately and properly describe such expenses. Staff members responsible for approving expenditures or for keeping books, records and accounts for the Company are required to approve and record all expenditures and other entries based upon proper supporting documents so that the accounting records of the Company are maintained in reasonable detail, reflecting accurately and fairly all transactions of the Company including the disposition of its assets and liabilities. The falsification of any book, record or account of the Company, the submission of any false personal expense statement, claim for reimbursement of a non-business personal expense, or false claim for an employee benefit plan payment are prohibited. Disciplinary action will be taken against employees who violate these rules, which may result in dismissal.

E) LAWS AND REGULATIONS : The activities of the Company must always be in full compliance with applicable laws and regulations. It is the Company’s policy to be in strict compliance with all laws and regulations applied to our business. We recognize, however, that some laws and regulations may be ambiguous and difficult to interpret. Good faith efforts to follow the spirit and intent of all laws are expected. To ensure compliance, the Company intends to educate its employees on laws related to Jennison’s activities, which may include periodically issuing bulletins, manuals and memoranda. Staff members are expected to read all such materials and be familiar with their content. For example, it would constitute a violation of the law if Jennison or any of its employees either engaged in or schemed to engage in: i) any manipulative act with a client; or ii) any manipulative practice including a security, such as touting a security to anyone or the press and executing an order in the opposite direction of such recommendation.

This policy is not intended to discourage or prohibit appropriate communications between employees of Jennison and other market participants and trading counterparties. Please consult with the Chief Compliance Officer or Chief Legal Officer if you have questions about the appropriateness of any communications.

Other scenarios and the policies that address other potential violations of the law and conflicts of interest are addressed more fully in Jennison’s compliance program and the policies adopted to complement that program which reside on the Jennison Online intranet at (http://buzz/JennOnline/DesktopDefault.aspx)

F) OUTSIDE ACTIVITIES & POLITICAL AFFILIATIONS : Jennison Associates does not contribute financial or other support to political parties or candidates for public office except where lawfully permitted and approved in advance in accordance with procedures adopted by Jennison’s Board of Directors. Employees may, of course, make political contributions, but only on their own behalf; the Company for such contributions will not reimburse them. However, employees may not make use of company resources and facilities in furtherance of such activities, e.g. , mail room service, facsimile, photocopying, phone equipment and conference rooms.

Legislation generally prohibits the Company or anyone acting on its behalf from making an expenditure or contribution of cash or anything else of monetary value which directly or indirectly is in connection with an election to political office; as, for example, granting loans at preferential rates or providing non-financial support to a political candidate or party by donating office facilities. Otherwise, individual participation in political and civic activities conducted outside of normal business hours is encouraged, including the making of personal contributions to political candidates or activities.

Employees are free to seek and hold an elective or appointive public office, provided you do not do so as a representative of the Company and provided that you notify Compliance prior to engaging in the activity. However, you must conduct campaign activities and perform the duties of the office in a manner that does not interfere with your responsibilities to the firm.

COMPLIANCE WITH THE CODE & CONSEQUENCES IF VIOLATION OCCURS

Each year all employees will be required to complete a form certifying that they have read this policy, understand their responsibilities, and are in compliance with the requirements set forth in this statement.

This process should remind us of the Company’s concern with ethical issues and its desire to avoid conflicts of interest or their appearance. It should also prompt us to examine our personal circumstances in light of the Company’s philosophy and policies regarding ethics.

Jennison employees will be required to complete a form verifying that they have complied with all company procedures and filed disclosures of significant personal holdings and corporate affiliations.

Please note that both the Investment Advisers Act of 1940, as amended, and ERISA both prohibit investment advisers (and its employees) from doing indirectly that which they cannot do directly. Accordingly, any Jennison employee who seeks to circumvent the requirements of this Code of Ethics and any of the policies that follow, or otherwise devise a scheme where such activity would result in a violation of these policies indirectly will be deemed to be a violation of the applicable policy and will be subject to the full impact of any disciplinary action taken by Jennison as if such policies were violated directly.

It should be further noted that, and consistent with all other Jennison policies and procedures, failure to uphold the standards and principles as set forth herein, or to comply with any other aspect of these policies and procedures will be addressed by Legal and Compliance. Jennison reserves the right to administer whatever disciplinary action it deems necessary based on the facts, circumstances and severity of the violation or conflict. Disciplinary action can include termination of employment.

DISCLOSURE REQUIREMENTS

The principles set forth in this Code of Ethics and the policies and procedures that follow will be included in Jennison’s Form ADV, which shall be distributed or offered to Jennison’s clients annually, in accordance with Rule 204-3 of the Investment Advisers Act of 1940.

S ECTION II

INSIDER TRADING

The Investment Advisors Act of 1940 requires that all investment advisors establish, maintain and enforce policies and supervisory procedures designed to prevent the misuse of material, non-public information by such investment advisor, and any associated person sometimes referred to as “insider trading.”

This section of the Code sets forth Jennison Associates’ policy statement on insider trading. It explains some of the terms and concepts associated with insider trading, as well as the civil and criminal penalties for insider trading violations. In addition, it sets forth the necessary procedures required to implement Jennison Associates’ Insider Trading Policy Statement.

Please note that this policy applies to all Jennison Associates’ employees

JENNISON ASSOCIATES’ POLICY STATEMENT AGAINST INSIDER TRADING

Personal Securities transactions should not conflict, or appear to conflict, with the interest of the firm’s clients when contemplating a transaction for your personal account, or an account in which you may have a direct or indirect personal or family interest, we must be certain that such transaction is not in conflict with the interests of our clients. Specific rules in this area are difficult, and in the final analysis. Although it is not possible to anticipate all potential conflicts of interest, we have tried to set a standard that protects the firm’s clients, yet is also practical for our employees. The Company recognizes the desirability of giving its corporate personnel reasonable freedom with respect to their investment activities, on behalf of themselves, their families, and in some cases, non-client accounts ( i.e. , charitable or educational organizations on whose boards of directors corporate personnel serve). However, personal investment activity may conflict with the interests of the Company’s clients. In order to avoid such conflicts – or even the appearance of conflicts – the Company has adopted the following policy:

Jennison Associates LLC forbids any director, officer or employee from trading, either personally or on behalf of clients or others, on material, non-public information or communicating material, non-public information to others in violation of the law, such as tipping or recommending that others trade on such information. Said conduct is deemed to be “insider trading.” Such policy applies to every director, officer and employee and extends to activities within and outside their duties at Jennison Associates.

Every director, officer, and employee is required to read and retain this policy statement. Questions regarding Jennison Associates’ Insider Trading policy and procedures should be referred to the Compliance or Legal Departments.

EXPLANATION OF RELEVANT TERMS AND CONCEPTS

Although insider trading is illegal, Congress has not defined “insider,” “material” or “non-public information.” Instead, the courts have developed definitions of these terms. Set forth below is very general descriptions of these terms. However, it is usually not easily determined whether information is “material” or “non-public” and, therefore, whenever you have any questions as to whether information is material or non-public, consult with the Compliance or Legal Departments. Do not make this decision yourself.

WHO IS AN INSIDER?

The concept of an “insider” is broad. It includes officers, directors and employees of a company. A person may be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. Examples of temporary insiders are the company’s attorneys, accountants, consultants and bank lending officers, employees of such organizations, persons who acquire a 10% beneficial interest in the issuer, other persons who are privy to material non-public information about the company. Jennison Associates and its employees may become “temporary insiders” of a company in which we invest, in which we advise, or for which we perform any other service. An outside individual may be considered an insider, according to the Supreme Court, if the company expects the outsider to keep the disclosed non-public information confidential or if the relationship suggests such a duty of confidentiality.

WHAT IS MATERIAL INFORMATION?

Trading on inside information is not a basis for liability unless the information is material. Material Information is defined as:

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Information, for which there is a substantial likelihood, that a reasonable investor would consider important in making his or her investment decisions, or

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Information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Information that directors, officers and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, a significant increase or decline in orders, significant new products or discoveries, significant merger or acquisition proposals or agreements, major litigation and liquidity problems, for clients and extraordinary management developments.

In addition, knowledge about Jennison Associates’ client holdings and transactions (including transactions that are pending or under consideration) as well as Jennison trading information and patterns may be deemed material.

WHAT IS NON-PUBLIC INFORMATION?

Information is “non-public” until it has been effectively communicated to the market place, including clients’ holdings, recommendations and transactions. One must be able to point to some fact to show that the all information and not just part of the information is generally available to the public. For example, information found in a report filed with the SEC, holdings disclosed in a publicly available website regarding the top 10 portfolio holdings of a mutual fund, appearing in Dow Jones, Reuters Economics Services , The Wall Street Journal or other publications of general circulation would be considered public.

MISAPPROPRIATION THEORY

Under the “misappropriation” theory, liability is established when trading occurs on material non-public information that is stolen or misappropriated from any other person. In U.S. v. Carpenter , a columnist defrauded The Wall Street Journal by stealing non-public information from the Journal and using it for trading in the securities markets. Note that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

WHO IS A CONTROLLING PERSON?

“Controlling persons” include not only employers, but also any person with power to influence or control the direction of the management, policies or activities of another person. Controlling persons may include not only the company, but also its directors and officers.

HOW IS NON-PUBLIC INFORMATION MONITORED?

When an employee is in possession of non-public information, a determination is made as to whether such information is material. If the non-public information is material, as determined by Jennison Compliance/Legal, the issuer is placed on a Restricted List (“RL”). Once a security is on the RL all personal and company trading activity is restricted. All securities that are placed on the RL are added to Jennison’s internal trading restriction systems, which restrict company trading activity. Personal trading activity in such RL issuers is also restricted through the personal trading pre-clearance process.

In addition, Prudential distributes a separate list of securities for (Enterprise Restricted List) which Prudential and its affiliates, including Jennison, are restricted from engaging in trading activity, in accordance with various securities laws. In applying this policy and monitoring securities trading Jennison makes no distinction between securities on the Restricted List and those that appear on the Enterprise Restricted List.

PENALTIES FOR INSIDER TRADING VIOLATIONS

Penalties for trading on or communicating material non-public information are more severe than ever. The individuals involved in such unlawful conduct may be subject to both civil and criminal penalties. A controlling person may be subject to civil or criminal penalties for failing to establish, maintain and enforce Jennison Associates’ Policy Statement against Insider Trading and/or if such failure permitted or substantially contributed to an insider trading violation.

Individuals can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

A) CIVIL INJUNCTIONS

B) TREBLE DAMAGES

C) DISGORGEMENT OF PROFITS

D) JAIL SENTENCES –Maximum jail sentences for criminal securities law violations up to 10 years.

E) CIVIL FINES – Persons who committed the violation may pay up to three times the profit gained or loss avoided, whether or not the person actually benefited.

F) CRIMINAL FINES – The employer or other “controlling persons” may be subject to substantial monetary fines.

G) Violators will be barred from the securities industry.

S ECTION III

IMPLEMENTATION PROCEDURES & POLICY

The following procedures have been established to assist the officers, directors and employees of Jennison Associates in preventing and detecting insider trading. Every officer, director and employee must follow these procedures or risk serious sanctions, including but not limited to possible suspension or dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures you should contact the Compliance or Legal Departments.

IDENTIFYING INSIDE INFORMATION

Before trading for yourself or others, including client accounts managed by Jennison Associates, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

IS THE INFORMATION MATERIAL?

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Would an investor consider this information important in making his or her investment decisions?

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Would this information substantially affect the market price of the securities if generally disclosed?

IS THE INFORMATION NON-PUBLIC?

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To whom has this information been provided?

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Has the information been effectively communicated to the marketplace by being published in Reuters , The Wall Street Journal , SEC filings, websites or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and non-public (“MNPI”), or if you have questions as to whether the information is material and non-public, you should take the following steps:

A) Report the matter immediately to the Compliance or Legal Departments.

B) Do not purchase or sell the securities on behalf of yourself or others, including client accounts managed by Jennison Associates.

C) Do not communicate the information inside or outside Jennison Associates, other than to a senior staff member of either Compliance or Legal Departments.

D) After the issue has been reviewed by Compliance/Legal, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

Information that you, Legal or Compliance identify as MNPI may not be communicated to anyone, including persons within and outside of Jennison Associates LLC, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing MNPI should be locked; given to Legal or Compliance (should not be reproduced or otherwise photocopied); access to computer files containing non-public information should be restricted, until such information becomes public.

Jennison employees have no obligation to the clients of Jennison Associates to trade or recommend trading on their behalf on the basis of MNPI (inside) in their possession. Jennison’s fiduciary responsibility to its clients requires that the firm and its employees regard the limitations imposed by Federal securities laws.

ALLOCATION OF BROKERAGE

To supplement its own research and analysis, to corroborate data compiled by its staff, and to consider the views and information of others in arriving at its investment decisions, Jennison Associates, consistent with its efforts to secure best price and execution, allocates brokerage business to those broker-dealers in a position to provide such services.

It is the firm’s policy not to allocate brokerage in consideration of the attempted furnishing of inside information or MNPI. Employees, in recommending the allocation of brokerage to broker-dealers, should not give consideration to the provision of any MNPI. The policy of Jennison Associates as set forth in this statement should be brought to the attention of such broker-dealer.

RESOLVING ISSUES CONCERNING INSIDER TRADING

If doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures and standards, or as to the propriety of any action, it must be discussed with either the Compliance or Legal Departments before trading or communicating the information to anyone.

This Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be distributed to all Jennison Associates personnel. Each quarter you will be required to certify in writing that you have received, read and understand and will comply with all the provisions of this policy. In addition, newly hired employees must also attest to the policy. Periodically or upon request, a representative from the

Compliance or Legal Departments will meet with such personnel to review this statement of policy, including any developments in the law and to answer any questions of interpretation or application of this policy.

From time to time this statement of policy will be revised in light of developments in the law, questions of interpretation and application, and practical experience with the procedures contemplated by the statement. Any amendments to the above referred to policy and procedures will be highlighted and distributed to ensure that all employees are informed of any such changes and receive the most current policy, set forth in these policies and procedures.

S ECTION IV

JENNISON ASSOCIATES PERSONAL TRADING POLICY

GENERAL POLICY AND PROCEDURES

The management of Jennison Associates is fully aware of and in no way wishes to deter the security investments of its individual employees. The securities markets, whether equity, fixed income, international or domestic; offer individuals alternative methods of enhancing their personal investments.

Due to the nature of our business and our fiduciary responsibility to our client funds, we must protect the firm and its employees from the possibilities of both conflicts of interest and illegal insider trading in regard to their personal security transactions. It is the duty of Jennison and its employees to place the interests of clients first and to avoid all actual or potential conflicts of interest. It is important to consider all sections to this combined policy to fully understand how best to avoid potential conflicts of interests and how best to serve our clients so that the interests of Jennison and its employees do not conflict with those of its clients when discharging its fiduciary duty to provide fair, equitable and unbiased investment advice to such clients.

Jennison employees are prohibited from short term trading or market timing mutual funds and variable annuities managed by Jennison other than those that permit such trading, as well as Prudential affiliated funds and variable annuities, and must comply with any trading restrictions established by Jennison to prevent market timing of these funds.

We have adopted the following policies and procedures on employee personal trading to reasonably ensure against actual or potential conflicts of interest that could lead to violations of federal securities law, such as short term trading or market timing of affiliated mutual funds, or as previously described in the preceding sections of the attached policies. To prevent the rapid trading of certain mutual funds and variable annuities, Jennison employees may not engage in a sale transaction within 60 days of the last purchase with respect to the mutual funds and variable annuities listed on the attached Exhibit D (“Covered Funds”). Jennison employees are also required to arrange the reporting of Covered Funds transactions under this policy identified in Exhibit D. This policy does not apply to money market mutual funds. These policies and procedures are in addition to those set forth in the Code of Ethics and the Policy Statement Against Insider Trading. However, the standards of professional conduct as described in such policies must be considered when a Jennison employee purchases and sells securities on behalf of either their own or any other account for which the employee is considered to be the beneficial owner, other than those accounts over which the Jennison employee does not exercise investment discretion – as more fully described in this personal trading policy.

All Jennison employees are required to comply with such policies and procedures in order to avoid the penalties set forth herein.

PERSONAL TRANSACTION REPORTING REQUIREMENTS

Jennison employees are required to provide Jennison with reports concerning their securities holdings and transactions, as described below. These include Jennison’s policies and procedures, including Code of Ethics, names of Jennison’s access personnel including those employees no longer employed by Jennison, their holdings and transaction reports, acknowledgements, pre-approvals, violations and the disposition thereof, exceptions to any policy, every transaction in securities in which any of its personnel has any direct or indirect beneficial ownership, except transactions effected in any account over which neither the investment adviser nor any advisory representative of the investment adviser has any direct or indirect influence or control and transactions in securities which are direct obligations of the United States, high-quality short-term instruments and unaffiliated mutual funds and variable annuities. For purposes of this policy, mutual funds and annuities that are exempt from this recordkeeping requirement are money market funds and funds that are either not managed by Jennison or affiliated with Prudential. This requirement applies to all securities accounts in which an employee has a beneficial interest, including the following:

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Personal accounts of an employee,

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Accounts in which your spouse has a beneficial interest,

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Accounts in which your minor children or any dependent family member has a beneficial interest,

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Joint or tenant-in-common accounts in which the employee is a participant,

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Accounts of any individual to whose financial support the employee materially contributes, ¹

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Accounts for which the employee acts as trustee, executor or custodian, and

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Accounts over which the employee exercises control or has any investment discretion.

These accounts are referred to as “Covered Accounts” within this policy.

However, the above requirements do not apply if the investment decisions for the above mentioned account(s) are made by an independent investment manager in a fully discretionary account (“Discretionary Account”). In order to take advantage of this exemption, a fully executed copy of such discretionary account agreement(s) must be provided to Compliance for review and approval. Jennison recognizes that some of its employees may, due to their living arrangements, be uncertain as to their obligations under this Personal Trading Policy. If an employee has any question or doubt as to whether an account is subject to this policy, he or she must consult with the Compliance or Legal Departments as to their status and obligations with respect to the account in question. Please refer to Jennison’s Record Management Policy located on the Jennison Online compliance website for a complete list of records and retention periods.

In addition, Jennison, as a sub-adviser to investment companies registered under the Investment Company Act of 1940 ( e.g. , mutual funds), is required by Rule 17j-1 under the Investment Company Act to review and keep records of personal investment activities of “access persons” of these funds, unless the access person does not have direct or indirect influence or control of the accounts. An “access person” is defined as any director, officer, general partner or Advisory Person of a Fund or Fund’s Investment Adviser. “Advisory Person” is defined as any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information

¹	For example, this would include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support.

regarding the purchase or sale of investments by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales. Jennison’s “access persons” and “advisory persons” include Jennison’s employees and any other persons that Jennison may designate.

JENNISON EMPLOYEES

All Jennison employees are Access Persons and are subject to the following reporting requirements. Access Persons are required to report all transactions, as set forth on Exhibit A, including activity in Prudential affiliated and Jennison managed mutual funds, as well as affiliated variable annuities or Covered Funds. A list of these funds and variable annuities is attached hereto as Exhibit D. This requirement applies to all accounts in which Jennison employees have a direct or indirect beneficial interest, as previously described. All Access Persons are required to provide the Compliance Department with the following:

INITIAL HOLDINGS REPORTS :

Within 10 days of commencement of becoming an access person, an initial holdings report detailing all personal investments (including private placements, and index futures contracts and options thereon, but excluding automatic investment plans approved by Compliance, all direct obligation government, such as US Treasury securities, mutual funds and variable annuities that are not Covered Funds and short-term high quality debt instruments) must be submitted to Compliance. The report should contain the following information, and must be current, not more than 45 days prior to becoming an “access person”:

a. The title, number of shares and principal amount of each investment in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

QUARTERLY REPORTS :

Transaction Reporting :

Within 30 days after the end of a calendar quarter, with respect to any transaction, including activity in Covered Funds, during the quarter in investments in which the Access Person had any direct or indirect beneficial ownership:

i) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each investment involved;

ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

iii) The price of the investment at which the transaction was effected;

iv) The name of the broker, dealer or bank with or through which the transaction was effected; and

v) The date that the report is submitted by the Access Person.

Personal Securities Account Reporting :

Within 30 days after the end of a calendar quarter, with respect to any account established by the Access Person (including Discretionary Accounts) in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

i) The name of the broker, dealer or bank with whom the Access Person established the account;

ii) The date the account was established; and

iii) The date that the report is submitted by the Access Person.

To facilitate compliance with this reporting requirement, Jennison Associates requires that a duplicate copy of all trade confirmations and brokerage statements be supplied directly to Jennison Associates’ Compliance Department and to Prudential’s Corporate Compliance Department, other than transactions in a Discretionary Account. Access Persons are required to notify the Compliance Department of any Covered Fund including accounts of all household members, held directly with the fund. The Compliance Department must also be notified prior to the creation of any new personal investment accounts so that we may request that duplicate statements and confirmations of all trading activity (including mutual funds) be sent to the Compliance Department. Although Discretionary Accounts are exempt from the reporting requirements described above, this notification provision is applicable only to the opening of any new Discretionary Account(s).

ANNUAL HOLDINGS REPORTS :

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

a. The title, number of shares and principal amount of each investment, including investments set forth Covered Funds, in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintains an account (includes any Discretionary Account(s)) in which any securities are held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

4) A copy of all discretionary investment advisory contracts or agreements between the officer, director or employee and his investment advisors.

Please note that Access Persons may hold and trade Covered Funds listed through Authorized Broker/Dealers, Prudential Mutual Fund Services, the Prudential Employee Savings Plan (“PESP”), and the Jennison Savings Plan. As indicated above, purchases and sales within a 60 day period are prohibited with respect to Covered Funds, other than money market funds. It should also be noted that transacting in the same Covered Funds in opposite directions on the same day and at the same NAV will not be considered market timing for purposes of this policy, as such activity would not result in a gain to the employee.

In addition, Access Persons may maintain accounts with respect to certain Covered Funds directly with the fund company, provided that duplicate confirms and statements are provided to the Compliance Department.

OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

Other Persons Defined by Jennison as Access Persons, pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, include individuals who in connection with his or her regular functions or duties may obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary to reasonably ensure that the interests of our clients are not in any way compromised. These policies and procedures are specified on Exhibit C.

PRE-CLEARANCE PROCEDURES

All employees of Jennison Associates may need to obtain pre-approval from Jennison’s Compliance Department prior to effecting transactions in any securities ( except for those securities described in Exhibit A) in “Covered Accounts” (as defined in Section IV, paragraph 2). Employees are not required to obtain pre-approval for exchange traded funds (ETFs) that replicate the performance of the broad based indices or commodities listed on Exhibit B. This includes those ETFs that correspond to the daily performance or inverse performance of the broad based indices or commodities listed on Exhibit B. Determination as to whether or not a particular transaction requires pre-approval should be made by consulting the “Compliance and Reporting of Personal Transactions Matrix” found on Exhibit A.

The Compliance Department will make its decision of whether to pre-approve the proposed trade on the basis of the personal trading restrictions set forth below. Notification of approval or denial to trade is promptly provided except in the case of private placement requests which require further review. Please note that the approval granted will be valid only for that day in which the approval has been obtained; provided, however, that approved orders for securities traded in certain foreign markets may be executed within 2 business days from the date pre-clearance is granted. In other words, if a trade was not effected on the day for which approval was originally sought, a new pre-clearance request must be re-entered on each subsequent day in which trading may occur. Or, if the security for which approval has been granted is traded on foreign markets, approval is valid for an additional day ( i.e. , the day for which approval was granted and the day following the day for which approval was granted).

Only transactions where the investment decisions for the account are made by an independent investment manager in a fully Discretionary Account (including managed accounts) will be exempt from the pre-clearance procedures, except for those transactions that are directed by an employee in a Jennison managed account. Copies of the agreement of such discretionary accounts must be submitted to the Compliance Department for review and records retention.

Notice of your intended securities activities must be submitted for approval prior to effecting any transaction for which prior approval is required. Key information, but not limited to, the ticker, the nature of the transaction (purchase or sale) and the estimated value of the trade, must be entered on your pre-clearance request. If proper procedures are not complied with, action will be taken against the employee. The violators may be asked to reverse the transaction and/or transfer the security or profits gained over to the accounts of Jennison Associates. In addition, penalties for personal trading violations shall be determined in accordance with the penalties schedule set forth in Section 5, “Penalties for Violating Jennison Associates’ Personal Trading Policies.” Each situation and its relevance will be given due weight.

PERSONAL TRADING POLICY

The following rules, regulations and restrictions apply to the personal security transactions of all employees. These rules will govern whether clearance for a proposed transaction will be granted. These rules also apply to the sale of securities once the purchase of a security has been pre-approved and completed.

No director, officer or employee of the Company may effect for “Covered Accounts” as defined in Section IV paragraph 2, any transaction in a security, or recommend any such transaction in a security, of which, to his/her knowledge, the Company has either effected or is contemplating effecting the same for any of its clients, if such transaction would in any way conflict with, or be detrimental to, the interests of such client, or if such transaction was effected with prior knowledge of material, non-public information, or any other potential conflict of interest as described in the sections preceding this personal trading policy.

Except in particular cases in which Jennison’s Compliance Department has determined in advance that proposed transactions would not conflict with the foregoing policy, the following rules shall govern all transactions (and recommendations) by all Jennison employees for their Covered Accounts. The provisions of the following paragraphs do not necessarily imply that Jennison’s Compliance Department will conclude that the transactions or recommendations to which they relate are in violation of the foregoing policy, but rather are designed to indicate the transactions for which prior approval should be obtained to ensure that no actual, potential or perceived conflict occurs.

BLACKOUT PERIODS

1) Company personnel may not purchase any security recommended, or proposed to be recommended to any client for purchase, nor any security purchased or proposed to be purchased for any client may be purchased by any corporate personnel if such purchase will interfere in any way with the orderly purchase of such security by any client.

2) Company personnel may not sell any security recommended, or proposed to be recommended to any client for sale, nor any security sold, or proposed to be sold, for any client may be sold by any corporate personnel if such sale will interfere in any way with the orderly sale of such security by any client.

3) Company personnel may not sell any security after such security has been recommended to any client for purchase or after being purchased for any client Company personnel may not purchase a security after being recommended to any client for sale or after being sold for any client, if the sale or purchase is effected with a view to making a profit on the anticipated market action of the security resulting from such recommendation, purchase or sale.

4) In order to prevent even the appearance of a violation of this rule or a conflict of interest with a client account, you should refrain from trading in the seven (7) calendar days before and after Jennison trades in that security. This restriction does not apply to certain Jennison trading activity. Examples include:

(1) trading activity that occurs in Jennison Managed Account (“JMA”) when either implementing a pre-existing model for new accounts or in situations where JMA trading activity is generated due to cash flow instructions from the managed account sponsor.

(2) program trades, whereby the portfolio manager will instruct the trading desk to take a “slice” of the portfolio. Program trades are a tool used by the portfolio manager to spend or raise cash and at the same time generally maintain the current portfolio’s security weightings.

(3) trades that are determined quantitatively.

Securities in a program trade and those that are determined quantitatively will be exempt from the 7 day blackout period, subject to the following conditions:

•

Employee trades require pre-clearance.

•

Employee attests to not having knowledge of trading in that particular security.

•

Security must have a market capitalization equal to or greater than $1 billion.

•

For trades in securities with a market capitalization of at least $1 billion but less than $5 billion, an employee’s investment will be capped at $10,000 over a rolling seven (7) calendar day period.

•

For trades in security with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.

If an employee trades during a blackout period, reversal of the trade and disgorgement may be required. For example, if a non-investment professional employee’s trade is pre-approved and executed and subsequently, within seven days of the transaction, the Firm trades on behalf of Jennison’s clients, the Jennison Compliance Department will review the personal trade in light of firm trading activity and make a recommendation as to whether additional action should be taken.

In those circumstances where an investment professional (portfolio manager, research analyst and trader) personally trades within seven days of firm trading, the Chief Compliance Officer, Chief Legal Officer and Senior Management will determine on a case-by-case basis the appropriate action. Regardless of the actual impact to clients, the perceived conflict of interest and appearance may determine that the employee be required to reverse the trade and disgorge to the firm any difference due to an incremental price advantage over the client’s transaction.

SHORT-TERM TRADING

All employees of Jennison Associates are prohibited from profiting in Covered Accounts from the purchase and sale, or the sale and purchase of the same or equivalent securities within 60 calendar days. All employees are prohibited from executing a purchase and sale of the Covered Funds that appear on Exhibit D during any 60-day period. Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities or the purchase and sale of the Covered Funds within the 60 day restriction period, shall be disgorged to the firm.

In addition, the last in, first out (“LIFO”) method will be used in determining if any exceptions have occurred in the same or equivalent securities or any Covered Fund. Profits realized on such transactions must be disgorged. Certain limited exceptions to this holding period are available and must be approved by the Chief Compliance Officer or her designee prior to execution. Exceptions to this policy include, but are not limited to, hardships and extended disability. Automatic investment and withdrawal programs and automatic rebalancing are permitted transactions under the policy.

The prohibition on short-term trading shall not apply to trading of ETFs that replicate the performance of a broad based index, index options and index futures contracts and options on index futures contracts on broad based indices. However, trades related to non-broad based index transactions remains subject to the pre-clearance procedures and other applicable procedures. A list of broad-based indices and commodities exempt from pre-clearance is provided on Exhibit B.

C) Jennison employees may not purchase any security if the purchase would deprive any of Jennison’s clients of an investment opportunity, after taking into account (in determining whether such purchase would constitute an investment opportunity) the client’s investments and investment objectives and whether the opportunity is being offered to corporate personnel by virtue of his or her position at Jennison.

D) Jennison employees may not purchase new issues of either common stock, fixed income securities or convertible securities in Covered Accounts except in accordance with item E below. This prohibition does not apply to new issues of shares of open-end investment companies. All Jennison employees shall also obtain approval of the Compliance Department and Chief Investment Officer before initiating any purchase of securities on a ‘private placement’ basis. Such approval will take into account, among other factors, whether the investment opportunity should be reserved for Jennison’s clients and whether the opportunity is being offered to the employee by virtue of his or her position at Jennison.

E) Subject to the pre-clearance and reporting procedures, Jennison employees may purchase securities on the date of issuance, provided that such securities are acquired in the secondary market. Upon requesting approval of such transactions, employees must acknowledge that he or she is aware that such request for approval may not be submitted until after the security has been issued to the public and is trading at prevailing market prices in the secondary market.

F) Subject to the pre-clearance and reporting procedures, Jennison employees may effect purchases upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights so acquired. In the event that approval to exercise such rights is denied, subject to pre-clearance and reporting procedures, corporate personnel may obtain permission to sell such rights on the last day that such rights may be traded.

G) Transactions in index futures contracts and index options effected on a broad-based index or commodity listed on Exhibit B do not require pre-clearance but are subject to the reporting requirements. This includes those index future contracts and index options that correspond to the daily performance or inverse performance of the broad based indices or commodities listed on Exhibit B.

H) ^* No employee of Jennison Associates may short sell or purchase put options or write call options on securities that represent a long position in any portfolios managed by Jennison on behalf of its clients. Conversely, no employee may sell put options, or purchase either the underlying security or call options that represent a short position which was derived from a fundamental, bottom up research decision in a Jennison client portfolio. Employees may take long positions and the economically equivalent transactions where the short sales in client accounts are in quantitatively managed strategies, subject to the following conditions:

•

Employee trades require pre-clearance.

•

Employee attests to not having knowledge of trading in that particular security.

•

Security must have a market capitalization equal to or greater than $1 billion.

•

For trades in securities with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.

*	These restrictions do not apply if the underlying security of the option does not require pre-approval under this policy.

Any profits realized from such transactions shall be disgorged to the Firm. All options and short sales are subject to the pre-clearance rules.

All employees are prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential, except in connection with bona fide hedging strategies (e.g., covered call options and protected put options). However, employees are prohibited from buying or selling options to hedge their financial interest in employee stock options granted to them by Prudential.

I) No employee of Jennison Associates may participate in investment clubs.

J) While participation in employee stock purchase plans and employee stock option plans need not be pre-approved, copies of the terms of the plans should be provided to the Compliance Department as soon as possible. Jennison employees must obtain pre-approval for any discretionary disposition of securities or discretionary exercise of options acquired pursuant to participation in an employee stock purchase or employee stock option plan, except for the exercise of Prudential options and/or the purchase or sale of Prudential common stock (this exception does not apply to Designated Employees). All such transactions, however, must be reported. Nondiscretionary dispositions of securities or exercise are not subject to pre-approval. Additionally, Jennison employees should report holdings of such securities and options on an annual basis.

K) Subject to pre-clearance, long-term investing through direct stock purchase plans is permitted. The terms of the plan, the initial investment, and any notice of intent to purchase through automatic debit must be provided to and approved by the Jennison Compliance Department. Any changes to the original terms of approval, e.g., increasing, decreasing in the plan, as well as any sales or discretionary purchase of securities in the plan must be submitted for pre-clearance. Termination of participation in such a plan must be reported to Compliance.

Provided that the automatic monthly purchases have been approved by the Jennison Compliance Department, each automatic monthly purchase need not be submitted for pre-approval. “Profits realized” for purposes of applying the ban on short-term trading will be determined by matching the proposed discretionary purchase or sale transaction against the most recent discretionary purchase or sale, as applicable, not the most recent automatic purchase or sale (if applicable). Additionally, holdings should be disclosed annually.

DESIGNATED PERSONS: REQUIREMENTS FOR TRANSACTIONS IN SECURITIES ISSUED BY PRUDENTIAL

A Designated Person is an employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material about Prudential. Employees that have been classified as Designated Persons have been informed of their status.

Designated Persons are permitted to exercise their Prudential options and trade in Prudential common stock (symbol: “PRU”) only during certain “open trading windows”. Trading windows will be closed for periods surrounding the preparation and release of Prudential financial results. Approximately 24 hours after Prudential releases its quarterly earnings to the public, the trading window generally opens and will remain open until approximately three weeks before the end of the quarter. Designated Persons will be notified by the Compliance Department announcing the opening and closing of each trading window.

Designated Persons are required to obtain pre-clearance approval from Prudential in order to trade in Prudential common stock, exercise their Prudential options or engage in any transactions under the Prudential Stock Purchase Plan (PSPP) during the “open trading window” period. To request pre-clearance approval, Designated Persons are required to complete a pre-clearance form for Prudential. These forms can be obtained from the Compliance Department. The Compliance Department will notify the Designated Person if their request has been approved or denied. All other pre-clearance rules and restrictions apply.

JENNISON EMPLOYEE PARTICIPATION IN SEPARATELY MANAGED ACCOUNTS (SMA)

All eligible employees must adhere to the following conditions in order to open an account in a SMA program; commonly referred to wrap programs:

•

All employees may open a SMA in any managed account program, including those that offer Jennison-managed strategies.

•

All transactions in any SMA account for which a Jennison employee has discretion (e.g. tax selling) will be subject to the pre-clearance and applicable blackout period requirement of this policy.

EXCEPTIONS TO THE PERSONAL TRADING POLICY

Notwithstanding the foregoing restrictions, exceptions to certain provisions (e.g., blackout period, pre-clearance procedures, and short-term trading ) of the Personal Trading Policy may be granted on a case-by-case basis by Jennison when no abuse is involved and the facts of the situation strongly support an exception to the rule.

Investments in the following instruments are not bound to the rules and restrictions as set forth above and may be made without the approval of the Jennison Compliance Department: direct government obligations (Bills, Bonds and Notes), money markets, commercial paper, repurchase orders, reverse repurchase orders, bankers acceptance, bank certificates of deposit, municipal bonds, ETFs on a broad based index or commodity noted in Exhibit B, currency or investment product where the underlying asset is a currency unit, and other high quality short-term debt instrument ² . Although not subject to pre-clearance, Covered Funds listed on Exhibit D, are subject to reporting and a ban on short term trading, i.e . buying and selling within 60 days.

MONITORING/ADMINISTRATION

The Jennison Associates’ Compliance Department will maintain and enforce this policy and the Chief Compliance Officer (“CCO”), or her designee(s), will be directly responsible for reasonably assuring for monitoring compliance with the policy. If such authority is delegated to another compliance professional, a means of reporting deficiencies to the CCO, with respect to any one of the policies as set forth in this combined document, must be established to ensure the CCO is aware of all violations.

Requests for exceptions to the policy will be provided to the Jennison CCO or her designee and from time to time shared with the Prudential Personal Securities Trading Department and Jennison’s Compliance Council. While Jennison has primary responsibility to administer its own Personal Trading Policy, Prudential will assist Jennison by monitoring activity in Prudential mutual funds and variable annuities, as well as Jennison funds in Jennison Savings and Pension Plans, and identifying violations to the ban on short term trading, as described in this policy.

As part of monitoring compliance with these policies, Compliance will employ various monitoring techniques, that may consist of but not limited to, reviewing personal securities transactions to determine whether the security was pre-cleared, compare personal securities requests against a firm-wide (includes affiliates of Prudential) or Jennison specific restricted list(s), receiving exception reporting to monitor Jennison 7 day black out period, as described above.

In addition, as indicated above, short term or market timing trading in any Covered Fund identified in Exhibit D, represents a significant conflict of interest for Jennison and Prudential. Market timing any of these investment vehicles may suggest the use of inside information – namely, knowledge of portfolio holdings or contemplated transactions – acquired or developed by an employee for personal gain. The use of such information constitutes a violation of the law that can lead to severe disciplinary action against Jennison and its senior officers. Therefore,

²	“High Quality Short-Term Debt Instrument” means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency ( e.g. Moody’s and S&P).

trading activity in certain Covered Funds will be subject to a heightened level of scrutiny. Jennison employees who engage in short term trading of such funds can be subject to severe disciplinary action, leading up to and including possible termination.

PENALTIES FOR VIOLATIONS OF JENNISON ASSOCIATES’ PERSONAL TRADING POLICIES

Violations of Jennison’s Personal Trading Policy and Procedures, while in most cases may be inadvertent, must not occur. It is important that every employee abide by the policies established by the Board of Directors. Penalties will be assessed in accordance with the schedules set forth below. These, however, are minimum penalties. THE FIRM RESERVES THE RIGHT TO TAKE ANY OTHER APPROPRIATE ACTION, INCLUDING BUT NOT LIMITED TO SUSPENSION OR TERMINATION OF EMPLOYMENT.

All violations and penalties imposed will be reported to Jennison’s Compliance Council.

TYPE OF VIOLATION

PENALTIES FOR FAILURE TO SECURE PRE-APPROVAL

The minimum penalties for failure to pre-clear personal securities transactions include possible reversal of the trade, possible disgorgement of profits, possible suspension, and possible reduction in discretionary bonus as well as the imposition of additional cash penalties to the extent permissible by applicable state law.

1) FAILURE TO PRE-CLEAR PURCHASE

Depending on the circumstances of the violation, the individual may be asked to reverse the trade ( i.e. , the securities must be sold). Any profits realized from the subsequent sale must be turned over to the firm. Please note: The sale or reversal of such trade must be submitted for pre-approval .

2) FAILURE TO PRE-CLEAR SALES THAT RESULT IN LONG-TERM CAPITAL GAINS

Depending on the circumstances of the violation, the firm may require that profits realized from the sale of securities that are defined as “long-term capital gains” by Internal Revenue Code (the “IRC”) section 1222 and the rules there under, as amended, to be turned over to the firm, subject to the following maximum amounts:


JALLC Position		Disgorgement Penalty*
Senior Vice Presidents, Managing Directors and above		Realized long-term capital gain, up to $10,000.00
Vice Presidents, Assistant Vice Presidents and Principals		Realized long-term capital gain, up to $5,000.00


JALLC Position		Disgorgement Penalty*
All other JALLC Personnel		25% of the realized long-term gain, irrespective of taxes, up to $3,000.00

*	Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

3) FAILURE TO PRE-CLEAR SALES THAT RESULT IN SHORT-TERM CAPITAL GAINS

Depending on the nature of the violation, the firm may require that all profits realized from sales that result in profits that are defined as “short-term capital gains” by IRC section 1222 and the rules there under, as amended, be disgorged irrespective of taxes. Please note, however, any profits that result from violating the ban on short-term trading are addressed in section 6.C), “Penalty for Violation of Short-Term Trading .”

4) ADDITIONAL CASH PENALTIES


	VP’s, Managing Directors and Above*	Other JALLC Personnel including Principals*
First Offense	None/Warning	None/Warning
Second Offense	$1,000	$200
Third Offense	$2,000	$300
Fourth Offense	$3,000	$400
Fifth Offense	$4,000 & Automatic Notification of the Board of Directors	$500 & Automatic Notification of the Board of Directors

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

Penalties shall be assessed over a rolling three year period. For example, if over a three year period (year 1 through year 3), a person had four violations, two in year 1, and one in each of the following years, the last violation in year 3 would be considered a fourth offense. However, if in the subsequent year (year 4), the person only had one violation of the policy, this violation would be penalized at the third offense level because over the subsequent three year period (from year 2 through year 4), there were only three violations. Thus, if a person had no violations over a three year period, a subsequent offense would be considered a first offense, notwithstanding the fact that the person may have violated the policy prior to the three year period.

*	Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

FAILURE TO COMPLY WITH REPORTING REQUIREMENTS

Such violations occur if Jennison does not receive a broker confirmation within ten (10) business days following the end of the quarter in which a transaction occurs or if Jennison does not routinely receive brokerage statements. Evidence of written notices to brokers of Jennison’s requirement and assistance in resolving problems will be taken into consideration in determining the appropriateness of penalties.


	VP’s, Managing Directors and Above *	Other JALLC Personnel including Principals*
First Offense	None/Warning	None/Warning
Second Offense	$200	$50
Third Offense	$500	$100
Fourth Offense	$600	$200
Fifth Offense	$700 & Automatic Notification of the Board	$300 & Automatic Notification of the Board

*	Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

PENALTY FOR VIOLATION OF SHORT-TERM TRADING

Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities or the purchase and sale of any Covered Fund that appears on Exhibit D within 60 calendar days, shall be disgorged to the firm. The last in, first out (“LIFO”) method will be used in determining if any exceptions have occurred in the same or equivalent securities or any Covered Fund. Profits realized on such transactions must be disgorged.

OTHER POLICY INFRINGEMENTS WILL BE DEALT WITH ON A CASE-BY-CASE BASIS

Penalties will be commensurate with the severity of the violation.

Serious violations would include:

•

Failure to abide by the determination of the Jennison Compliance Department.

•

Failure to submit pre-approval for securities in which Jennison actively trades.

DISGORGED PROFITS

Profits disgorged to the firm shall be donated to a charitable organization selected by the firm in the name of the firm. Such funds may be donated to such organization at such time as the firm determines.

MISCELLANEOUS

POLICIES AND PROCEDURES REVISIONS

These policies and procedures (Code of Ethics, Policy on Insider Trading and Personal Trading Policy and Procedures) may be changed, amended or revised as frequently as necessary in order to accommodate any changes in operations or by operation of law. Any such change, amendment or revision may be made only by Jennison Compliance in consultation with the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly distributed to all impacted personnel and entities.

COMPLIANCE

The Jennison Chief Compliance Officer shall be responsible for the administration of this Policy. Jennison Compliance continuously monitors for compliance with these policies and procedures, as set forth herein, through its daily pre-clearance process and other means of monitoring, as described above in section 5, Monitoring/Administration. This data that is reviewed and our other means of monitoring ensure that employees are in compliance with the requirements of these policies and procedures. All material obtained during this review, including any analysis performed, reconciliations, violations (and the disposition thereof), exceptions granted is signed by compliance and retained in accordance with section 2, Personal Transaction Reporting Requirements, above.

In addition, this Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be reviewed annually for adequacy and effectiveness. Any required revisions will be made consistent with section A above.

EXHIBIT A

COMPLIANCE AND REPORTING OF PERSONAL TRANSACTIONS MATRIX


Investment Category/Method	Sub-Category	Required Pre- Approval (Y/N)	Reportable (Y/N)	If reportable, minimum reporting frequency
BONDS	Treasury Bills, Notes, Bonds	N	N	N/A
	Commercial Paper	N	N	N/A
	Other High Quality Short-Term Debt Instrument ³	N	N	N/A
	Agency	N	Y	Quarterly
	Tax Free Auction Rate Securities	N	Y	Quarterly
	Non tax free Auction Rate Securities	Y	Y	Quarterly
	Corporates	Y	Y	Quarterly
	MBS	Y	Y	Quarterly
	ABS	Y	Y	Quarterly
	CMO’s	Y	Y	Quarterly
	Municipals	N	Y	Quarterly
	Convertibles	Y	Y	Quarterly
	Public Offering	Y	Y	Quarterly

STOCKS	Common	Y	Y	Quarterly
	Preferred	Y	Y	Quarterly
	Rights	Y	Y	Quarterly
	Warrants	Y	Y	Quarterly
	Initial, Secondary and Follow On Public Offerings	Y	Y	Quarterly
	Automatic Dividend Reinvestments	N	N	N/A
	Optional Dividend Reinvestments	Y	Y	Quarterly
	Direct Stock Purchase Plans with automatic investments	Y	Y	Quarterly
	Employee Stock Purchase/Option Plan	Y*	Y	*

OPEN-END MUTUAL FUNDS AND ANNUITIES	Affiliated Investments – see Exhibit D.	N	Y	Quarterly

	Non-Affiliated Funds, not managed by Jennison.	N	N	N/A

CLOSED END FUNDS, UNIT INVESTMENT TRUSTS and ETF	All Affiliated & Non-Affiliated Funds	N	Y	Quarterly
	Exchange Traded Funds (ETF) ⁴	Y	Y	Quarterly
	Holders	Y	Y	Quarterly

DERIVATIVES	Any exchange traded, NASDAQ, or OTC option or futures contract, including, but not limited to:
	Financial Futures	**	Y	Quarterly
	Commodity Futures	N	Y	Quarterly
	Options on Futures	**	Y	Quarterly
	Options on Securities	**	Y	Quarterly

³	“High Quality Short-Term Debt Instrument” means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency (Moody’s and S&P).

Pre-approval of the sales of securities or exercising of options acquired through employee stock purchase or employee stock option plans are required, except for the exercise of Prudential options (this exception does not apply to certain Designated Employees). Holdings are required to be reported annually; transactions subject to pre-approval are required to be reported quarterly. Pre-approval is not required to participate in such plans, unless you are a Designated Employee.

⁴	These securities which are effected on a broad based index or commodity as indicated on Exhibit B do not require pre-clearance.


Investment Category/Method	Sub-Category	Required Pre- Approval (Y/N)	Reportable (Y/N)	If reportable, minimum reporting frequency
	Non-Broad Based Index Options	Y	Y	Quarterly
DERIVATIVES (cont.)	Non Broad Based Index Futures Contracts and Options on Non-Broad Based Index Futures Contracts	Y	Y	Quarterly
	Broad Based Index Options ⁴	N	Y	Quarterly
	Broad Based Index Futures Contracts and Options on Broad Based Index Futures Contracts ⁴	N	Y	Quarterly
	Structured Notes	Y	Y	Quarterly

CURRENCY	Foreign Currency	N	N	N/A
	Any exchange traded currency trusts	N	Y	N/A

	Currency Options	N	Y	N/A
	Currency Futures	N	Y	N/A
	Currency Forwards	N	Y	N/A
	Currency ETFs	N	Y	N/A
LIMITED PARTNERSHIPS, PRIVATE PLACEMENTS, & PRIVATE INVESTMENTS		Y	Y	Quarterly

VOLUNTARY TENDER OFFERS		Y	Y	Quarterly

MANAGED ACCOUNT PROGARMS	Employee Directed Portfolio Transactions	Y	Y	Quarterly

**	Pre-approval of a personal derivative securities transaction is required if the underlying security requires pre-approval.

EXHIBIT B

BROAD-BASED INDICES AND COMMODITIES

1.	BROAD-BASED INDICES

Barclays Capital U.S. Aggregate Index

CBOE Mini-NDX (1 tenth value of NDX Index)

CBOE Dow Jones Industrial Volatility Index

CBOE Volatility Index

CBOE Nasdaq Volatility Index

EUROSTOXX 50

FTSE All-World ex US Index

iBoxx $ Liquid Investment Grade Index

iShares Europe Index

iShares Lehman TIPS

MSCI All-World Country Index (ACWI)

MSCI U.S. Broad Based Market Index

MSCI EAFE

MSCI Emerging Markets

NASDAQ- 100

Russell 3000 Growth

Russell 3000 Value

Russell 3000

Russell 1000

Russell 1000 Growth

Russell 1000 Value

Russell Midcap Growth

Russell Midcap

Russell Midcap Value

Russell 2000

Russell 2000 Value

Russell 2000 Growth

S&P 500 Index

S&P Small Cap 600

S&P Midcap 400

Treasury Indices – any index comprised of Treasury securities

2.	COMMODITIES

Gold Bullion ⁵

⁵	ETFs that track the price of Gold Bullion, including but not limited to GLD, (SPDR Gold Shares) are exempt from the Policy because Jennison does not trade Gold Bullion as a commodity; or ETFs that track the price of Gold Bullion on behalf of firm clients.

EXHIBIT C

OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

The following groups of persons have been defined by Jennison as Access Persons because these are individuals who, in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on this Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary as specified on this Exhibit.

Jennison Directors and Officers who are Prudential Employees

Jennison recognizes that a Jennison director or officer who is employed by Prudential (“Prudential Director or Officer”) may be subject to the Prudential Personal Securities Trading Policy (“Prudential’s Policy”), a copy of which and any amendments thereto shall have been made available to Jennison’s Compliance Department. A Prudential Director or Officer does not need to obtain pre-clearance from Jennison’s Compliance Department; provided that the Prudential Director or Officer does not otherwise have access to current Jennison trading activity.

For purposes of the recordkeeping requirements of this Policy, Prudential Directors and Officers are required to comply with Prudential’s Policy. Prudential will provide an annual representation to the Jennison Compliance Department, with respect to employees subject to the Prudential Policy, that the employee has complied with the recordkeeping and other procedures of Prudential’s Policy during the most recent calendar year. If there have been any violations of Prudential’s Policy by such employee, Prudential will submit a detailed report of such violations and what remedial action, if any was taken. If an employee is not subject to the Prudential Policy, Prudential will provide a certification that the employee is not subject to the Prudential Policy.

Outside Consultants and Independent Contractors

Outside Consultants and Independent Contractors who work on-site at Jennison and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments in portfolios managed by Jennison will be subject to such policies and procedures as determined by Jennison.

EXHIBIT D

JENNISON AND PRUDENTIAL MANAGED MUTUAL FUNDS and VARIABLE ANNUITIES (Also known as Covered Funds)

A. Jennison Third Party Managed Funds

MUTUAL FUNDS

Harbor Funds – Harbor Capital Appreciation Fund

John Hancock Funds II – Capital Appreciation Fund

John Hancock Funds II – Natural Resources Fund

Northern Funds - Multi-Manager Large Cap Fund

Principal Funds, Inc. – Diversified Real Asset Fund

SEI Institutional Investments Trust - Long Duration Fund

SEI Institutional Investments Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – U.S. Fixed Income Fund

HC Capital Trust – The Growth Equity Portfolio

HC Capital Trust – The Institutional Growth Equity Portfolio

Transamerica Funds – Transamerica Jennison Growth

Transamerica Partners Portfolios – Transamerica Partners Large Growth Portfolio

Vanguard Morgan Growth Fund

Vanguard World Fund – Vanguard US Growth Fund

Franklin K2 Alternative Strategies Fund

FUND OPTIONS AVAILABLE IN VARIABLE ANNUITY & INSURANCE PRODUCTS

Transamerica Series Trust – Transamerica Jennison Growth VP

John Hancock Trust – Capital Appreciation Trust

Metropolitan Series Fund, Inc. – Jennison Growth Portfolio

Ohio National Fund, Inc. – Capital Appreciation Portfolio

Columbia Funds Variable Series Trust II – Variable Portfolio - Jennison Mid Cap Growth Fund

B. Prudential Proprietary Mutual Funds and Annuities

MUTUAL FUNDS

All funds in the Advanced Series Trust Fund Family

All funds in the Prudential Jennison Fund Family

All funds in The Prudential Series Fund Family

Prudential’s Gibraltar Fund, Inc.

VARIABLE ANNUITIES

The Prudential Variable Contract Account - 2

The Prudential Variable Contract Account - 10

This Exhibit D may change from time to time and may not always be up-to-date. If you are not sure whether or not you either hold or anticipate purchasing a mutual fund that is either managed by Jennison and Prudential, or is a variable annuity, please contact Compliance.

Last update December 31, 2014.

Section 14

CODE OF ETHICS

In accordance with Rule 204A-1 of the Investment Advisors Act of 1940, The London Company (“TLC”) requires that all employees follow a standard of business conduct, as set out in this Code of Ethics (the “Code”). The Code is distributed to all new employees as part of the new hire process, and on an annual basis thereafter. Each employee must acknowledge the receipt of the Code by signing and returning the Annual Employee Certification form. By signing this form, employees acknowledge not only the receipt of the Code, but also that he or she has read, understands and agrees to comply with all provisions of the Code.

TLC places a high value on ethical conduct based on the fundamental principles of openness, integrity, honesty and trust. All employees are challenged to act not only by the terms of the law, but with sound moral standards. As an investment manager, we owe a fiduciary duty to our clients and therefore must place their interests ahead of our own. All employees must avoid any conduct which could create a potential conflict of interest, and must ensure that their personal securities transactions do not interfere with the clients’ portfolio transactions and that they do not take inappropriate advantage of their positions. By following these principles, our actions will easily fall within a high standard of business conduct. We are committed to maintaining these standards and, as such, have adopted strict policies to ensure that everyone adheres to them.

I.	SECURITIES LAWS

TLC requires that all employees comply with all applicable securities laws. Ignorance of the law does not preclude one from adhering to it. Should any employee violate current law, they will be subject to immediate termination.

II.

INSIDER TRADING

No TLC employee may trade - either personally or on behalf of others - while in possession of material non-public information. Employees may not communicate material non-public information to others.

III.

CLIENT PRIORITY

Our first duty is to our clients. All employees are expected to protect client information, securities transactions and holdings. Employees must remember that all investment opportunities are offered first to clients.

IV.

MATERIAL NON-PUBLIC INFORMATION

Overview

Many types of information may be considered material, including but not limited to the advance knowledge of: dividend or earnings announcements, asset write-downs or write-offs, additions to reserves for bad debts or contingent liabilities, expansion or curtailment of company or major division operations, merger or joint venture announcements, new product/service announcements, discovery or research developments, investigations and indictments, pending labor disputes, debt service or

liquidity problems, bankruptcy or insolvency problems, tender offers and stock repurchase plans, and recapitalization plans. Information provided by a company could be material because of its expected effect on a particular class of securities, all of a company’s securities, the securities of another company, or the securities of several companies. The prohibition against misusing Material Non-public Information applies to all types of financial instruments including, but not limited to: stocks, bonds, warrants, options, futures, forwards, swaps, commercial paper and government-issued securities. Material information need not relate to a company’s business. For example, information about the contents of an upcoming newspaper article may affect the price of a security and therefore would be considered material. Employees should consult with the CCO if there is any question as to whether non-public information is material.

Distribution of Non-Public Information

Once information has been effectively distributed to the investing public, it is no longer non-public. However, the distribution of Material Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination. Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Non-Public Information. Employees should consult with the CCO if there is any question as to whether material information is non-public.

Penalties for Trading on Material Non-Public Information

Severe penalties exist for firms and individuals that engage in Insider Trading, including civil injunctions, disgorgement of profits and jail sentences. Fines for Insider Trading may be levied against individuals and companies in amounts up to three times the profit gains or loss avoided. London Company will not protect employees found guilty of insider trading.

Procedures for Recipients of Material Non-Public Information

If an employee has questions as to whether they are in possession of Material Non-Public Information, they should inform the CCO as soon as possible. The CCO will conduct research to determine if the information is likely to be considered material, and whether the information has been publicly disseminated.

Given the severe penalties imposed on individuals and firms engaging in Insider Trading, employees must:

report the potential receipt of Material Non-Public Information to the CCO immediately upon discovery

cease trading the securities of any company about which they may possess Material Non-Public Information

avoid discussions regarding any potential Material Non-Public Information with colleagues, except as specifically required by their position

avoid conducting research, trading, or other investment activities regarding a security for which they may have Material Non-Public Information until the CCO dictates an appropriate course of action.

If the CCO determines that the information is material and non-public, the CCO will prepare a written memorandum describing the information, its source, and the date that the information was received. TLC will not place any trades in securities for which it has Material Non-Public Information. Depending on the relevant facts and circumstances, the CCO may also take some or all of the following steps:

review TLC’s Insider Trading policies and procedures with the affected individual(s)

ask the affected individual(s) to execute written agreements that they will not disclose the potentially Material Non-Public Information to others, including colleagues

ask the affected individual(s) to sign certifications periodically state that they have not improperly shared the information

review TLC’s Insider Trading policies and procedures with all employees

conduct key word searches of all employees’ emails for the information in question

Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO determines that the information has become public and/or immaterial. At such time, the CCO will amend the memorandum noted above to indicate the date that trading was allowed to resume and the reason for the resumption.

Selective Disclosure

Non-public information about TLC’s investment strategies, trading, and client holdings may not be shared with third parties except as is necessary to implement investment decisions and conduct other legitimate business. Employees must never disclose proposed or pending trades or other sensitive information to any third party without the prior approval of the CCO. Federal Securities Laws may prohibit the dissemination of such information, and doing so may be considered a violation of the fiduciary duty that TLC owes to its Clients.

Rumors

Creating or passing false rumors with the intent to manipulate securities prices or markets may violate the antifraud provisions of Federal Securities Laws. Such conduct is contradictory to TLC’s Code of Ethics, as well as the Company’s expectations regarding

appropriate behavior of its employees. Employees are prohibited from knowingly circulating false information, rumors or sensational information that might reasonably be expected to affect market conditions for one or more securities, sectors, or markets, or improperly influencing any person or entity.

V.	EMPLOYEES

Definition

Employees with privileged information about client transactions and holdings are considered Access Persons. As such, they are subject to additional reporting requirements over employees with no access to the same information. An employee has access to nonpublic information regarding clients’ purchase or sale of securities and is either involved in making securities recommendations to clients or has access to such recommendations. This includes those who have access to nonpublic information regarding the portfolio holdings of an affiliated mutual fund. Given that London Company’s primary business is providing investment advice, all employees are considered to be access persons.

List of Employees

The Chief Compliance Officer (“CCO”) maintains a list of employees, which is updated periodically. Any employee that became an employee during the reporting quarter will be required to submit reports as itemized in the Code.

VI.

PERSONAL SECURITIES TRANSACTION REPORTING PROCEDURES

Request for Personal Trading Information

On a quarterly basis, the CCO or designee will send a request to all employees to provide a list of personal trades from the previous quarter (Quarterly Employee Certification). The list shall include all reportable securities, as described below, for all personal accounts and accounts of family members living in the same household. The completed form is to be returned within 30 days after the end of each prior calendar quarter. The employee will certify, by providing their signature on the form, that all transactions are included on the quarterly transaction report.

Brokerage account statements or trade confirmations are required and may be accomplished by having TLC set up for duplicate statements at the custodian. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, employees may submit a transactions report containing the missing information as a supplement to the statement or confirmation.

Reportable Securities

A “reportable security” is any security as defined in Advisers Act Section 202(a)(18) and Company Act Section 2(a)(36) except as defined below:

securities purchased through automatic investment plans

securities held in accounts where the employee has no direct or indirect control

securities that present little opportunity for improper trading, such as

open-end mutual funds not sub-advised by London Company. Funds sub-advised by London Company require pre-clearance

closed-end exchange-traded funds (ETF)

direct obligations of the U.S. government

money market funds and money market instruments (such as bankers’ acceptance, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments)

unit investment trusts invested exclusively in open-end mutual funds

Review

The CCO or designee will review and retain records of employee trades. The Principal will review the CCO’s personal trades. The CCO or designee will use employee reports to:

assess whether the employee followed any required internal procedures

analyze trading patterns that indicate abuse, including market timing

assess whether the employee is trading the same securities in his own account, as are being traded for clients, and if so, whether the clients are receiving terms at least as favorable as the employee

investigate any substantial disparities between the quality of investment performance the employee achieves for his own account versus the performance of clients

investigate any substantial disparities between the percentage of trades that are profitable when the employee trades for his own account versus the profitability for the clients

Violations

If the CCO finds any violations of our employee trading policies, the following actions will be taken:

First Violation: Employee will be notified of the violation and reminded of the personal trading policy. The employee will be required to sign, date and return a copy of the memo as proof of notification.

Second Violation: A letter will be sent to the employee, highlighting the personal trading policy and stating that the 3 ^rd offense could result in termination. The employee will be required to sign, date and return a copy of the memo as proof of notification.

Third Violation: The employee may be terminated, as approved by the Principal.

VII.

REQUEST FOR EMPLOYEE HOLDINGS

The CCO or designee will request that all employees provide all personal holdings as of year-end. The list must include all reportable securities (described below) for all personal accounts and accounts of family members living in the same household. This report is due within 45 days after the end of the calendar year.

Brokerage statements containing all required information may be substituted for the Holdings Report Form, if submitted timely manner. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a holdings report containing the missing information as a supplement to the statement or confirmation.

New employees must provide initial holdings within the first 10 days of employment. Non-employees must provide their current holdings within 10 days of becoming an employee.

•

Holdings must reflect those as of a date not more than 45 days before the report is submitted.

•

The employee will certify that all of their personal and immediate family holdings are included by their signature on the annual or initial holdings report.

•

The CCO or designee will review and retain records of the annual holding reports.

VIII.

PERSONAL TRADING POLICY AND PROCEDURES

Personal Trading Policy

An employee may not purchase or sell a reportable security for any personal or household account unless he or she receives pre-clearance from the CCO or their designee. Such requests will be reviewed on a case-by-case basis. Additionally, investing in IPOs or Private Placements is prohibited, except as provided below. The CCO may permit an employee to make a personal transaction in a Reportable Security provided that the employee:

is a newly hired employee with legacy assets

owns reportable securities purchased prior to the effective date of this policy

inherits assets from an unrelated account

has a situation in which the transaction would not have an adverse impact on clients

If an employee opts to sign an Investment Advisory Agreement with the firm, then their account is no longer considered a personal account, but rather a discretionary client account. The account will then be traded as part of the rotation schedule. No deviations from the standard trading for the product can be made in the account. Such accounts will be reviewed by the CCO monthly to ensure that all trading activity and performance is in line with non-employee client accounts.

Pre-clearance

Personal trades in reportable securities may not be placed until researched by the Portfolio Manager and authorized by the CCO or their designee (reference appendix vi. ). The pre-clearance is valid only for the day for which it is approved and the security may only be transacted at the end of the client trade rotation for that day. If the employee wishes to trade on different day, an updated authorization must be obtained.

IX.

SHORT-SWING TRADING AND MARKET TIMING

Employees may not profit from the purchase and sale or sale and purchase of a security within a 30 calendar day period, unless the transaction was authorized by the CCO.

GIFTS

No employee shall accept a gift or other thing with a value of more than $100 from any person or entity that does business with, or on behalf of, TLC, without CCO approval. In addition, an employee who receives an unsolicited gift or a gift with an unclear status under this section shall promptly notify the CCO and only accept the gift upon written approval of the CCO. In addition, no employee shall give a gift or other thing with a value of more than $100 to any person or entity that does business with, or on behalf of, TLC. Employees are permitted to give charitable donations in an amount greater than $100, but are prohibited from doing so with the intent of influencing such charities to become clients.

XI.

POLITICAL CONTRIBUTIONS

Overview

While covered persons are encouraged to participate and vote in all federal, state and local elections, no political contribution of corporate funds to any political candidate or party (or other organization that might use the contribution for a political candidate or party) or use of corporate property, services or other assets may be made. These prohibitions cover not only direct contributions but also indirect assistance or support of candidates or political parties through the purchase of tickets to special dinners or other fund raising events, or the furnishing of any other goods, services or equipment to political parties or committees.

Policy for Employees

You are permitted to pursue legitimate political activities and to make political contributions to the extent permitted under U.S. law. However, you are prohibited

from making contributions to U.S. state or local officials or candidates for state or local office if those contributions are intended to influence the award or retention of municipal finance business or any other business.

You may not circumvent these rules, and the guidelines below, by having your spouse or other member of your household make a contribution on your behalf.

Background

SEC Rule 206(4)-5 governs political contributions made by investment advisory firms registered under the Investment Advisers Act, as well as their associated persons. The rule provides for a two-year “ time-out ” period for an investment adviser or a “covered associate” of the adviser following contributions made to an official of a government entity who is in a position to influence the award of the government entity’s business. As such, the adviser is prohibited from receiving compensation for providing advisory services to that government entity for two-year period thereafter (“time-out” period).

A “contribution” is defined as any gift, subscription, loan, advance or deposit of money or anything of value made for the purpose of influencing any election for federal, state or local office; the payment of debt incurred in connection with any such election, and; transition or inaugural expenses incurred by a successful candidate for state or local office.

For the purpose of TLC’s policy regarding political contributions, a “covered person” of an investment adviser is defined as any:

•

General partner, managing member, executive officer or other individual with a similar status or function;

•

Employee who solicits a government entity for the investment adviser (and any person who supervises, directly or indirectly, such an employee);

•

Political Action Committee (“PAC”) controlled by the investment adviser or by any of its covered associates. A PAC is a private group organized to elect political candidates or to advance the outcome of a political issue or legislation.

Exceptions to the “time-out” provision

A covered associate of an adviser that is a natural person, is permitted to contribute (i) up to $350 to an official per election (with primary and general elections counting separately) if the covered associate was entitled to vote for the official at the time of the contribution, and; (ii) up to $150 to an official per election (with primary and general elections counting separately), if the covered associate was not entitled to vote for the official at the time of the contribution.

Recordkeeping Requirement

The records of contributions and payments must be kept in chronological order, identifying each contributor and recipient, the amounts and dates of each contribution or payment, and whether the contribution or payment was subject

to the exemption for certain returned contributions pursuant to the Rule. These records must be maintained for six (6) years with the most recent two (2) years in an easily accessible location

A list of the names, titles and business and residential addresses of all covered associates

A list of all government entities to which The London Company provides or has provided investment advisory services, or which are, or were, investors in any covered investment pool to which TLC provides or has provided investment advisory services, as applicable, in the past five years (but not prior to September 13, 2010)

All direct or indirect contributions made by TLC or any covered associates to an official of a government entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a political action committee

The name and business address of each regulated person to whom TLC provides or agrees to provide, directly or indirectly, payment to solicit a government entity for investment advisory services, on its behalf.

Responsibility

The CCO has the responsibility for implementing and monitoring our policies and insuring consistency with regulatory requirements. The CCO has the responsibility for reviewing and approving any political contributions. The CCO is also responsible for maintaining, as part of the TLC’s books and records, with a record of reviews and approvals in accordance with applicable recordkeeping requirements.

Procedure

All employees are required to pre-clear each and every political contribution and solicitation activity on behalf of a U.S. federal, state, local or U.S. territorial political candidate, official, party committee, organization or ballot measure committee using the Political Contribution Pre-clearance Request form.

Employees will not be reimbursed for political contributions. Violations of this policy can impair TLC’s ability to do business in certain jurisdictions.

XII.

Outside Business Activities

Employees are prohibited from engaging in outside business activities without the prior written approval of the CCO. Approval will be granted on a case-by-case basis, subject to careful consideration of potential conflicts of interest, disclosure obligations, and any other relevant regulatory issues (reference A ppendix ix ).

XIII.

Borrowing From and Loans to Clients

Neither the Firm nor its employees shall borrow money or securities from, or lend money or securities to clients. Firm supervisory officers and employees shall monitor this as part of their day-to-day responsibilities.

XI.

Reporting Violations

•

All violations of the Code of Ethics must be reported immediately to the CCO upon discovery.

•

Employees are expected to self-report if they have committed a violation.

•

To help prevent retaliation, violations may be reported anonymously. Should retaliation occur against a reporting employee, the person retaliating will be considered in further violation of the Code and appropriate measures will be taken.

XIV.

Document Maintenance and Review

Copies of the Code, records of violations and actions taken, copies of receipt of the Code by employees, names of employees, holdings and transactions of employees and documentation of decisions approving trades such as Pre-Clearance forms will be maintained by the CCO.

•

All records will be maintained for 5 years in an easily accessible location, including those of employees who are no longer considered employees or those individuals who have left the firm or been terminated. The most recent 2 years will be held on site.

•

All records will be held in hard copy format until such time as it becomes burdensome or technology permits electronic maintenance.

•

The CCO will review and amend the Code as needed.

XV.

DISCLOSURE

A summary description of the Code is included in ADV Part 2, along with instructions on how to request a full copy. A full copy of the Code will be provided (or a summary of changes will be provided) annually to clients within 120 days after calendar year end and furnished upon request.

LOOMIS, SAYLES & CO., L.P.

Code of Ethics

Policy on Personal Trading and

Related Activities

by Loomis Sayles Personnel

EFFECTIVE:

January 14, 2000

AS AMENDED:

May 16, 2013

December 18, 2014

- 1 -

Table of Contents


1.	INTRODUCTION	3
2.	STATEMENT OF GENERAL PRINCIPLES	3
3.	A FEW KEY TERMS	4
3.1.	Covered Security	4
3.2.	Beneficial Ownership	5
3.3.	Investment Control	6
3.4.	Maintaining Personal Accounts	6
4.	SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING	7
4.1.	Pre-clearance	8
4.2.	Good Until Canceled and Limit Orders	9
4.3.	Short Term Trading Profits	9
4.4.	Restrictions on Round Trip Transactions in Loomis Advised Funds	10
4.5.	Derivatives	10
4.6.	Short Sales	10
4.7.	Competing with Client Trades	10
4.8.	Large Cap/De Minimis Exemption	11
4.9.	Investment Person Seven-Day Blackout Rule	11
4.10.	Research Recommendations	13
4.11.	Initial Public Offerings	14
4.12.	Private Placement Transactions	14
4.13.	Insider Trading	15
4.14.	Restricted and Concentration List	15
4.15.	Loomis Sayles Hedge Funds	16
4.16.	Exemptions Granted by the Chief Compliance Officer	16
5.	PROHIBITED OR RESTRICTED ACTIVITIES	17
5.1.	Public Company Board Service and Other Affiliations	17
5.2.	Participation in Investment Clubs and Private Pooled Vehicles	17
6.	REPORTING REQUIREMENTS	17
6.1.	Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code	17
6.2.	Brokerage Confirmations and Brokerage Account Statements	18
6.3.	Quarterly Transaction Reporting and Account Disclosure	19
6.4.	Annual Reporting	20
6.5.	Review of Reports by Chief Compliance Officer	20
6.6.	Internal Reporting of Violations to the Chief Compliance Officer	21
7.	SANCTIONS	21
8.	RECORDKEEPING REQUIREMENTS	21
9.	MISCELLANEOUS	22
9.1.	Confidentiality	22
9.2.	Disclosure of Client Trading Knowledge	23
9.3.	Notice to Access Persons, Investment Persons and Research Analysts as to Code Status	23
9.4.	Notice to Personal Trading Compliance of Engagement of Independent Contractors	23
9.5.	Questions and Educational Materials	23

- 2 -

LOOMIS, SAYLES & CO., L.P.

Code of Ethics

Policy on Personal Trading and

Related Activities

1.	INTRODUCTION

This Code of Ethics (“Code”) has been adopted by Loomis, Sayles & Co., L.P. (“Loomis Sayles”) to govern certain conduct of Loomis Sayles’ Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons’ family members and others in a similar relationship to them.

The policies in this Code reflect Loomis Sayles’ desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.

2.	STATEMENT OF GENERAL PRINCIPLES

It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons ) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles’ clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws . The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.

Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles’ clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.

Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Person’s failure to file required reports, by making inaccurate or misleading reports or statements concerning trading activity, or by opening an account with a non- Select Broker without proper approval as set forth in the Code.

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It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles’ clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles’ fiduciary duty to any of its clients.

You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance .

Personal Trading Compliance , the Chief Compliance Officer and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.

3.	A FEW KEY TERMS

Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms “ Covered Security ”, “ Beneficial Ownership ” and “ Investment Control ” as used in the Code.

3.1.

Covered Security

This Code generally relates to transactions in and ownership of an investment that is a Covered Security . Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs), any derivative, instrument representing, or any rights relating to, a Covered Security , and any closely related security (such as certificates of participation, depository receipts, collateral–trust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.

Additionally, the shares of any investment company registered under the Investment Company Act that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate (“ Reportable Funds ”) are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include any open-ended or closed-end funds advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firm’s intranet site under the Legal and Compliance page.



Explanatory Note:		While the definition of *Reportable Funds* encompasses funds that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds advised or sub-advised by Loomis Sayles *(“Loomis Advised Fund”)* are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction restrictions). Please refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds that are subject to reporting *only* under the Code (all *Reportable Funds* ) and those that are subject to *both* reporting and the aforementioned trading restrictions (Loomis Advised Funds).

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Shares of exchange traded funds (“ETFs”) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period), including options on such underlying ETFs, and the underlying index of the ETF, are exempt from certain provisions of the Code (“ Exempt ETFs ”). A current list of Exempt ETFs is attached as Exhibit Two and will be maintained on the firm’s intranet site under the Legal and Compliance page.


Explanatory Note:		Broad based open-ended ETFs are determined by *Personal Trading Compliance* using Bloomberg data.

All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of Reportable Funds and Exempt ETFs are subject to change, it is ultimately the responsibility of all Access Persons to review these lists which can be found in Exhibit(s) One and Two , prior to making an investment in a Reportable Fund or ETF.

It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.13 and 5.2.

Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.

3.2.

Beneficial Ownership

The Code governs any Covered Security in which an Access Person has any direct or indirect “ Beneficial Ownership .” Beneficial Ownership for purposes of the Code means a direct or indirect “pecuniary interest” that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Covered Security . The term “pecuniary interest” in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (“SEC”) rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:

•

ownership of a Covered Security by your spouse or minor children;

•

ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons;

•

ownership of a Covered Security by your other family members sharing your household (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law);

•

your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control;

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•

your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities;

•

your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and

•

your right to acquire a Covered Security through the exercise or conversion of a “derivative Covered Security .”


Explanatory Note:		All accounts that hold or can hold a Covered Security in which an *Access Person* has *Beneficial Ownership* are subject to the Code (such accounts include, but are not limited to, personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs, etc).

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

3.3.

Investment Control

The Code governs any Covered Security in which an Access Person has direct or indirect “ Investment Control .” The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security .

You should know that you are presumed under the Code to have Investment Control as a result of having:

•

Investment Control (sole or shared) over your personal brokerage account(s);

•

Investment Control (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouse’s assets (subject to the approval of the Chief Compliance Officer );

•

Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance;

•

Involvement in an Investment Club;

•

Trustee power over an account(s); and

•

The existence and/or exercise of a power of attorney over an account.

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

3.4.

Maintaining Personal Accounts

All Access Persons who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required

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to maintain such accounts at one of the following firms: Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, E*TRADE, Fidelity Investments, Morgan Stanley Smith Barney, TD Ameritrade, Scottrade, UBS, or Wells Fargo (collectively, the “ Select Brokers ”). Additionally, an Access Person may only purchase and hold shares of Reportable Funds through either a Select Broker , directly from the Reportable Fund through its transfer agent, or through one or more of Loomis Sayles’ retirement plans.

Accounts in which the Access Person only has either Investment Control or Beneficial Ownership ; certain retirement accounts with an Access Person’s prior employer; accounts managed by an outside adviser in which the Access Person exercises no investment discretion; accounts in which the Access Person ’ s spouse is employed by another investment firm and must abide by that firm’s Code of Ethics; and/or the retirement accounts of an Access Person’s spouse may be maintained with a firm other than the Select Brokers with the approval of Personal Trading Compliance or the Chief Compliance Officer . However, Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly. In addition, Personal Trading Complianc e or the Chief Compliance Officer may grant exemptions to the Select Broker requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the Access Person has a reasonable hardship for maintaining their accounts with a Select Broker .

In addition, Access Persons with a residence outside the U.S. are not required to maintain their personal accounts with a Select Broker . However, such Access Persons who have personal accounts that hold or can hold Covered Securities , including Reportable Funds in which they have direct or indirect Investment Control and/or Beneficial Ownership , are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, or at least quarterly. All of the remaining requirements and restrictions of the Code apply to Access Persons with a residence outside the U.S.


Explanatory Note:		While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the *Select Broker* requirement, they are still subject to the reporting requirements of the Code and may be subject to the pre-clearance requirements of the Code (e.g. joint accounts). The terms of a specific exemption will be outlined in an exemption memorandum which is issued to the *Access Person* by *Personal Trading Compliance.* An *Access Person’s* failure to abide by the terms and conditions of an account exemption issued by *Personal Trading Compliance* could result in a violation of the Code.

4.	SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

The following are substantive prohibitions and restrictions on Access Persons’ personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control .

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4.1.

Pre-clearance

Each Access Person must pre-clear through the PTA Pre-clearance System (“PTA”) all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership . Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds including Reportable Funds , Exempt ETFs listed in Exhibit Two , and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five .


Explanatory Note:		Futures, options and swap transactions in Covered *Securities* must be manually pre-cleared by *Personal Trading Compliance* since PTA cannot handle such transactions. Initial public offerings, private placement transactions, including hedge funds whether or not they are advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special pre-clearance as detailed under Sections 4.12, 4.13 and 5.2 of the Code.

Explanatory Note:		Broad based open-ended ETFs with either a market capitalization exceeding $1billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period), including options on such underlying ETFs, and the underlying index of the ETF, are exempt from the pre-clearance and trading restrictions set forth in Sections 4.1, 4.3, 4.6, 4.7, 4.9, 4.10 and 4.11 of the Code. A list of the *Exempt ETFs* is provided in Exhibit Two of the Code. All closed end-funds, closed-end ETFs, sector based/narrowly defined ETFs and broad based open-ended ETFs with a market capitalization below U.S. $1 billion AND an average daily trading volume below 1 million shares (over a 90 day period) are subject to the pre-clearance and trading restrictions detailed under Section 4 of the Code.

		*All closed-end funds and ETFs, including those Exempt ETFs and their associated options as described above, are subject to the reporting requirements detailed in Section 6 of the Code.*

Any transaction approved pursuant to the pre-clearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the pre-clearance for an additional trading day. If the Access Person’s trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the Access Person may not trade without again seeking and obtaining pre-clearance of the intended trade.

For Access Persons with a U.S. residence, pre-clearance requests can only be submitted through PTA and/or to Personal Trading Compliance Monday – Friday from 9:30am-4:00pm Eastern Standard Time. Access Persons with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of PTA and Personal Trading Compliance support hours.

If after pre-clearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained pre-clearance has become the subject of a

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buy or sell order or is being considered for purchase or sale for a client account, the Access Person who obtained the pre-clearance must consider the pre-clearance revoked and must notify Personal Trading Compliance immediately . If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Person’s transaction.

If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Person’s transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.

4.2.

Good Until Canceled and Limit Orders

No Access Person shall place a “good until canceled,” “limit” or equivalent order with his/her broker except that an Access Person may utilize a “day order with a limit” so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.

4.3.

Short Term Trading Profits

No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security (including Loomis Advised Funds ) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance .

An Access Person may sell a Covered Security (including Loomis Advised Funds ) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the PTA System and to Personal Trading Compliance for approval because the PTA System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.


Explanatory Note:		For purposes of calculating the 60 day holding period, the trade date of a given purchase or sale is deemed to be day zero. 60 full days must pass before an *Access Person* can trade that same *Covered Security* for a profit and therefore, allowing the *Access Person* to do so on the 61st day.

Explanatory Note:		The Short Term Trading Profits provision is applicable to transactions that are executed across all of an *Access Person’s* accounts. For example, if an *Access Person* sold shares of ABC in his/her Fidelity brokerage account today, that *Access Person* would not be allowed to buy shares of ABC in his/her Charles Schwab IRA account at a lower price within 60 days following the sale.

Explanatory Note:		Please refer to Exhibit One for a current list of *Loomis Advised Funds.* Please also note that all closed-end funds are subject to the trading restrictions of Section 4.3 of the Code.

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4.4.

Restrictions on Round Trip Transactions in Loomis Advised Funds

In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised Fund within a 90 day period (“Round Trip Restriction”). The Round Trip Restriction does not limit the number of times an Access Person can purchase a Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Loomis Advised Fund previously sold within the same 90 day period.

The Round Trip Restriction will only apply to Volitional transactions in Loomis Advised Funds . Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firm’s 401K plan will not be considered when applying the Round Trip Restriction.

Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund , Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.


Explanatory Note:		Only *Loomis Advised Funds* are subject to Section 4.4 of the Code. Please refer to Exhibit One for a current list of *Loomis Advised Funds.*

4.5.

Derivatives

No Access Person shall use derivatives, including but not limited, to options, futures, swaps or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the underlying Covered Security .


Explanatory Note:		When transacting in derivatives, *Access Persons* must pre-clear the derivative and the underlying security in PTA as well as receive manual approval from *Personal Trading Compliance* before executing their transaction. Please note that options on Exempt ETFs and the underlying index of the ETF do not require pre-clearance. For more detailed information, please see Section 4.1 of the Code.

4.6.

Short Sales

No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.

4.7.

Competing with Client Trades

Except as set forth in Section 4.8, an Access Person may not, directly or indirectly, purchase or sell a Covered Security ( Reportable Funds are not subject to this rule.) when the Access

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Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles client’s Covered Securities transactions.

Generally pre-clearance will be denied if:

•

a Covered Security or a closely related Covered Security is the subject of a pending “buy” or “sell” order for a Loomis Sayles client until that buy or sell order is executed or withdrawn.

•

the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale.

The PTA System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in PTA, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual knowledge to the contrary, in which case the pre-clearance you received is null and void. For Covered Securities requiring manual pre-clearance (i.e. futures, options and other derivative transactions in Covered Securities ), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the pre-clearance request.

4.8.

Large Cap/De Minimis Exemption

An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied pre-clearance solely because the Covered Security is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:

•

the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a “Large Cap Security”); AND

•

the aggregate amount of the Access Person’s transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD.

Such transactions will be subject to all other provisions of the Code.

4.9.

Investment Person Seven-Day Blackout Rule

No Investment Person shall, directly or indirectly, purchase or sell any Covered Security ( Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such Covered Security or a closely related Covered Security . It is ultimately the Investment Person’s responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.

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Explanatory Note:		The “seven days before” element of this restriction is based on the premise that an *Investment Person* who has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity can normally be expected to know, upon execution of his or her personal trade, whether any client as to which he or she is associated, has traded, or will be trading in the same or closely related *Covered Security* within seven days of his or her personal trade. Furthermore, an *Investment* *Person* who has the ability to influence investment decisions has a fiduciary obligation to recommend and/or affect suitable and attractive trades for clients regardless of whether such trades may cause a prior personal trade to be considered an apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in a client account in order to avoid a conflict with this restriction.

		It is understood that there may be particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an *Investment Person’s* personal trade which gives rise to an opportunity or necessity for an associated client to trade in that *Covered Security* which did not exist or was not anticipated by that person at the time of that person’s personal trade. *Personal Trading Compliance* will review all extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. In such cases, an exception to the Investment Person Seven-Day Blackout Rule will be granted upon approval by the *Chief Compliance Officer* .

		The *Chief Compliance Officer* , or designee thereof, may grant a waiver of the Investment Person Seven-Day Blackout Rule if the *Investment Person’s* proposed transaction is conflicting with client “cash flow” trading in the same security (i.e., purchases of a broad number of portfolio securities in order to invest a capital addition to the account or sales of a broad number of securities in order to generate proceeds to satisfy a capital withdrawal from the account). Such “cash flow” transactions are deemed to be non-volitional at the security level since they do not change the weighting of the security being purchased or sold in the client’s portfolio.

Explanatory Note:		The trade date of an *Investment Person’s* purchase or sale is deemed to be day zero. Any associated client trade activity executed, in either that *Covered Security* or a closely related *Covered Security* , 7 full calendar days before or after an *Access Person* ’s trade will be considered a violation of the Investment Person Seven-Day Blackout Rule. For example, if a client account purchased shares of company ABC on May 4th, any *Access Person* who is associated with that client account cannot trade ABC in a personal account until May 12th without causing a potential conflict with the Investment Person Seven-Day Blackout Rule.

Explanatory Note:		While the *Investment Person* Seven-Day Blackout Rule is designed to address conflicts between Investment Persons and their clients, it is the fiduciary obligation of all *Access Persons* to not affect trades in their personal account if they have prior knowledge of client trading or pending

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		trading activity in the same or equivalent securities. The personal trade activity of all *Access Persons* is monitored by Personal Trading Compliance for potential conflicts with client trading activity.

4.10.

Research Recommendations

The Loomis Sayles Fixed Income Research Analysts issue “Buy,” “Sell,” and “Hold” recommendations on the fixed income securities that they cover. The Loomis Sayles Equity Research Analysts issue price targets and other types of recommendations on the companies they cover, and certain Equity products have their own research analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as “Recommendations”.

Recommendations are intended to be used for the benefit of the firm’s clients. It is also understood Access Persons may use Recommendations as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that Recommendations may be used by the firm’s investment teams for client purposes and Access Persons may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to Recommendations :

•

During the three (3) business day period before a Research Analyst issues a recommendation on a Covered Security, that the Research Analyst has reason to believe that his/her Recommendation is likely to result in client trading in the Covered Security , the Research Analyst may not purchase or sell said Covered Security for any of his/her personal brokerage accounts or other accounts covered by the Code.


Explanatory Note:		It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a *Research Analyst’s* personal trade which gives rise to a need, or makes it appropriate, for the *Research Analyst* to issue a *Recommendation* on said *Covered Security.* A *Research Analyst* has an affirmative duty to make unbiased *Recommendations* and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the *Covered Security* . It would constitute a breach of a *Research Analyst’s* fiduciary duty and a violation of this Code to delay or fail to issue a *Recommendation* in order to avoid a conflict with this restriction.

		*Personal Trading Compliance* will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction.

•

Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles’ clients have completed their transactions in said securities in order to give priority to Loomis Sayles’ clients’ best interests.

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Explanatory Note:		Personal Trading Compliance utilizes various automated reports to monitor Access Persons’ trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person . An Access Person’s trading in a Covered Security following a Recommendation and subsequent client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise.

4.11.

Initial Public Offerings

Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse’s employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer .

4.12.

Private Placement Transactions

No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction , including hedge funds, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management. In addition to addressing potential conflicts of interest between the Access Person’s Private Placement Transaction and the firm’s clients’ best interests, the pre-clearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (“MNPI”) on a publically traded company as a result of the Private Placement .

A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.


Explanatory Note:		If you have been authorized to acquire a *Covered Security* in a *Private Placement* Transaction, you must disclose to *Personal Trading Compliance* if you are involved in a client’s subsequent consideration of an investment in the issuer of the *Private Placement* , even if that investment involves a different type or class of *Covered Security* . In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an *Investment Person* with no personal interest in the issuer.

The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement , must receive pre-clearance approval from the Chief Compliance Officer . In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.


Explanatory Note:		To submit a pre-clearance request for subsequent trade activity in a *Private Placement* , *Access Persons* must complete the automated Private Placement Pre-clearance Form which will be reviewed by *Personal Trading Compliance* to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule.

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4.13.

Insider Trading

At the start of an Access Person’s engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firm’s policy is to refrain from trading or recommending trading when in the possession of MNPI.

Some examples of MNPI may include:

•

Earnings estimates or dividend changes

•

Positive or negative forthcoming news about an issuer

•

Supplier discontinuances

•

Mergers or acquisitions

If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not :

•

purchase or sell that security in question, including any derivatives of that security;

•

recommend the purchase or sale of that security, including any derivatives of that security; or

•

relate the information to anyone other than the Chief Compliance Officer or General Counsel of Loomis Sayles.

If it has been determined that an Access Person has obtained MNPI on a particular company, its securities will generally be placed on the firm’s Restricted List thereby restricting trading by the firm’s client accounts and Access Persons . The only exception to this policy is with the approval of the Chief Compliance Officer or General Counsel of the firm, and then only in compliance with the firm’s Firewall Procedures.

Separately, Access Persons must inform Personal Trading Compliance if a spouse, partner and/or immediate family member (“Related Person”) is an officer and/or director of a publicly traded company in order to enable Personal Trading Compliance to implement special pre-clearance procedures for said Access Persons in order to prevent insider trading in the Related Person’s company’s securities.

Access Persons should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firm’s Intranet, for complete guidance on dealing with MNPI.

4.14.

Restricted and Concentration List

The Loomis Sayles Restricted and Concentration List (“Restricted List”) is designed to restrict Loomis Sayles and/or Access Persons from trading in or recommending, the securities of companies on the Restricted List for client and/or Access Persons personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A company’s securities can also be added to the Restricted List due to the size of the

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aggregate position Loomis Sayles’ clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an issuer to the Restricted List. The Restricted List is confidential, proprietary information which must not be distributed outside of the firm.

At times, an Access Person may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, Personal Trading Compliance will create a specialized Restricted List in PTA for the Access Person behind the wall in order to prevent trading in the company’s securities until such time as the Chief Compliance Officer has deemed the information in the Access Person’s possession to be in the public domain or no longer material.

If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group Access Person Restricted List, Access Persons will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The PTA System has the information necessary to deny pre-clearance if these situations apply.

4.15.

Loomis Sayles Hedge Funds

From time to time Loomis Sayles may manage hedge funds, and Access Persons of Loomis Sayles, including the hedge fund’s investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if Access Persons engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds’ total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge fund’s total assets.

By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.

4.16.

Exemptions Granted by the Chief Compliance Officer

Subject to applicable law, Personal Trading Compliance or the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Five , from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or Covered Securities , where, in the opinion of the Chief Compliance Officer , such an exemption is appropriate in light of all the surrounding circumstances.

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5.	PROHIBITED OR RESTRICTED ACTIVITIES

5.1.

Public Company Board Service and Other Affiliations

To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits Access Persons from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the firm.

In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively Outside Activity(ies)), an Access Person must obtain the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management.

An Outside Activity approval can be obtained by completing an automated Outside Activity Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’. In determining whether to approve such Outside Activity, Personal Trading Compliance and the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles’ ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles’ or the Access Person’s duties to clients.


Explanatory Note:		Examples of Outside Activities include, but are not limited to, family businesses, acting as an officer, partner or trustee of an organization or trust, political positions, second jobs, professional associations, etc. Outside Activities that are not covered by the Code are activities that involve a charity or foundation, as long as you do not provide investment or financial advice to the organization. Examples would include: volunteer work, homeowners’ organizations (such as condos or coop boards), or other civic activities.

5.2.

Participation in Investment Clubs and Private Pooled Vehicles

No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.

6.	REPORTING REQUIREMENTS

6.1.

Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code

Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance , a report of all Covered Securities holdings (including holdings of Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control . The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person .

Additionally, within 10 days of becoming an Access Person , such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access

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Person has Beneficial Ownership or Investment Control . The information must be as of the date the person became an Access Person . An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities . An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’. This form must be completed and submitted to Personal Trading Compliance by the Access Person within 10 days of becoming an Access Person . The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held.



Explanatory Note:		Loomis Sayles treats all of its employees and certain consultants as *Access Persons* . Therefore, you are deemed to be an *Access Person* as of the first day you begin working for the firm.

Explanatory Note:		Types of accounts in which *Access Persons* are required to report include, but are not limited to: personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs etc. that either hold or can hold Covered Securities (including Reportable Funds). In addition, physically held shares of *Covered Securities* must also be reported. An *Access Person* should contact *Personal Trading Compliance* if they are unsure as to whether an account or personal investment is subject to reporting under the Code so the account or investment can be properly reviewed.

At the time of the initial disclosure period, each Access Person must also submit information pertaining to:

•

His/her participation in any Outside Activity as described in Section 5.1 of the Code;

•

His/her participation in an Investment Club as described in Section 5.2 of the Code;

•

Holdings in Private Placements including hedge funds; and

•

A Related Person that is an officer and/or director of a publicly traded company; if any.

Upon becoming an Access Person, each Access Person will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts, Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.

6.2.

Brokerage Confirmations and Brokerage Account Statements

Each Access Person must notify Personal Trading Compliance immediately upon the

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opening of an account that holds or may hold Covered Securities (including Reportable Funds ), in which such Access Person has Beneficial Ownership or Investment Control . In addition, if an account has been granted an exemption to the Select Broker requirement and/or the account is unable to be added to the applicable Select Broker’s daily electronic broker feed, which supplies PTA with daily executed confirms and positions, Personal Trading Compliance will instruct the broker dealer of the account to provide it with duplicate copies of the account’s confirmations and statements. If the broker dealer cannot provide Personal Trading Compliance with confirms and statements, the Access Person is responsible for providing Personal Trading Compliance with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Information Form must be completed and submitted to Personal Trading Compliance . This form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.



Explanatory Note:		If the opening of an account is not reported immediately to *Personal Trading Compliance* , but is reported during the corresponding quarterly certification period, and there has not been any trade activity in the account, then the *Access Person* will be deemed to have not violated its reporting obligations under this Section of the Code.

Explanatory Note:		For those accounts that are maintained at a *Select Broker* and are eligible for the broker’s daily electronic confirm and position feed, *Access Persons* do not need to provide duplicate confirms and statements to *Personal Trading Compliance* . However, it is the *Access Person’s* responsibility to accurately review and certify their quarterly transactions and annual holdings information in PTA, and to promptly notify *Personal Trading Compliance* if there are any discrepancies.

6.3.

Quarterly Transaction Reporting and Account Disclosure

Utilizing PTA, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds ) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security ), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security ). Non-volitional transactions in Covered Securities (including Reportable Funds ) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Code’s annual reporting requirements. If no transactions in any Covered Securities, required to be reported, were effected during a quarterly period by an Access Person , such Access Person shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for Access Persons to verify on their Quarterly Transaction report:

The date of the transaction, the title of the security, ticker symbol or CUSIP, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

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With the exception of those accounts described in Exhibit Four, Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control that have been opened or closed during the reporting period.

Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.

6.4.

Annual Reporting

On an annual basis, as of a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated annual certification which identifies all holdings in Covered Securities (including Reportable Funds ) in which such Access Person has Beneficial Ownership and/or Investment Control . This reporting requirement also applies to shares of Covered Securities , including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. Additionally, each Access Person must identify all personal accounts which hold or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership and/or Investment Control . The information in the Annual Package shall reflect holdings in the Access Person’s account(s) that are current as of a date specified by Personal Trading Compliance . The following information will be available in electronic format for Access Persons to verify on the Annual Holdings report:

The title of the security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds ) and the name of any broker, dealer or bank with which the securities are held. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

Furthermore, on an annual basis, each Access Person must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer . Finally, as part of the annual certification, each Access Person must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.

All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to Supervised Persons on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.

Every annual report must be submitted no later than (45) calendar days after the date specified by Personal Trading Compliance .

6.5.

Review of Reports by Chief Compliance Officer

The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.

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6.6.

Internal Reporting of Violations to the Chief Compliance Officer

Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1. While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code and handle any such violations promptly, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons or Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance . It is incumbent upon Loomis Sayles to create an environment that encourages and protects Access Persons or Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer . All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.

7.	SANCTIONS

Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firm’s then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:

•

a letter of caution or warning (i.e. Procedures Notice);

•

payment of a fine,

•

requiring the employee to reverse a trade and realize losses or disgorge any profits;

•

restitution to an affected client;

•

suspension of personal trading privileges;

•

actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and

•

referral to the SEC, other civil authorities or criminal authorities.

Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violator’s history of prior compliance.


Explanatory Note:		Any violation of the Code, following a “first offense” whether or not for the same type of violation, will be treated as a subsequent offense.

Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.

8.	RECORDKEEPING REQUIREMENTS

Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to

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time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:

•

in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years;

•

in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

•

a copy of each report (or information provided in lieu of a report including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place;

•

copies of Access Persons’ and Supervised Persons’ written acknowledgment of initial receipt of the Code and his/her annual acknowledgement;

•

in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons , the holdings and transactions reports made by these Access Persons, and records of all Access Persons’ personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports);

•

a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and

•

a written record of any decision and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted.


Explanatory Note:		Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, in easily accessible place, the first two years in an appropriate office of *Personal Trading Compliance.*

9.	MISCELLANEOUS

9.1.

Confidentiality

Loomis Sayles will keep information obtained from any Access Person hereunder in strict confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC or any other regulatory or self-regulatory organizations to the extent required by law rule or regulation, and in certain circumstances, may in Loomis Sayles’ discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.

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9.2.

Disclosure of Client Trading Knowledge

No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any Covered Security owned by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.

9.3.

Notice to Access Persons, Investment Persons and Research Analysts as to Code Status

Personal Trading Compliance will initially determine an employee’s status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.

All Access Persons and/or the applicable supervisors thereof, have an obligation to inform Personal Trading Compliance if an Access Person’s responsibilities change during the Access Person’s tenure at Loomis Sayles.

9.4.

Notice to Personal Trading Compliance of Engagement of Independent Contractors

Any Access Person that engages as a non-employee service provider (“NESP”), such as a consultant, temporary employee, intern or independent contractor shall notify Personal Trading Compliance of this engagement, and provide to Personal Trading Compliance the information necessary to make a determination as to how the Code shall apply to such NESP, if at all.

NESP’s are generally not subject to the pre-clearance, trading restrictions and certain reporting provisions of the Code. However, NESP’s must receive, review and acknowledge a Code of Ethics Compliance Statement that further describes his/her Code requirements and fiduciary duties while engaged with Loomis Sayles.

At times, NESP’s are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the Loomis Sayles Human Resources Department will notify Personal Trading Compliance of these NESP’s and depending on the facts and circumstances, the NESP will be communicated what provisions of the Code will apply to them during their engagement.

9.5.

Questions and Educational Materials

Employees are encouraged to bring to Personal Trading Compliance any questions you may have about interpreting or complying with the Code about Covered Securities , accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.

Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each Access Person is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate Access Persons on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.

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GLOSSARY OF TERMS

The boldface terms used throughout this policy have the following meanings:

“ Access Person ” means an “access person” as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions:

He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;

He or she does not have access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund ; and

He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic.

Loomis Sayles treats all employees as Access Persons .

“ Advisory Person ” means an “advisory person” and “advisory representative” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such person’s access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise).

3.	“ Beneficial Ownership ” is defined in Section 3.2 of the Code.

4.	“ Chief Compliance Officer ” refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of

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purchases and sales by Access Persons , and to address issues of personal trading. “ Personal Trading Compliance ” means the employee or employees of Loomis Sayles designated from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the Chief Compliance Officer , and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer .

5.	“ Covered Security ” is defined in Section 3.1 of the Code.

6.	“Exempt ETF” is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two.

“ Federal Securities Laws ” refers to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes.

“ Investment Control ” is defined in Section 3.3 of the Code. This means “control” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account.

“ Initial Public Offering ” means an “initial public offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

10.	“ Investment Company ” means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser.

11.

“ Investment Person ” means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person .

12.	“Loomis Advised Fund” is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One .

13.	“ Non-volitional ” transactions are any transaction in which the employee has not

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determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. Non-volitional transactions are not subject to the pre-clearance or quarterly reporting requirements under the Code.

14.

“ Portfolio Manager ” means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person .

15.

“ Private Placement Transaction ” means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

16.	“ Recommendation ” means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst .

17.	“ Reportable Fund ” is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One .

18.

“ Research Analyst ” means any individual employed by Loomis Sayles who has been designated as a Research Analyst or Research Associate by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Persons or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an Access Person .

19.	“ Select Broker ” is defined in Section 3.4 of the Code.

20.

“ Supervised Person ” is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles.

21.

“Volitional” transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold, i.e. making changes to existing positions or asset allocations within the Loomis Sayles retirement plans, sending a check or wire to the Transfer Agent of a Reportable Fund , and buying or selling shares of a Reportable Fund in a brokerage account or direct account held with the applicable fund’s Transfer Agent. Volitional transactions are subject to the pre-clearance and reporting requirements under the Code.

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LOGO

MFS Investment Management Code of Ethics


Owner(s): Chief Compliance Officer Conflicts Officer		Effective Date: September 19, 2014 Last Review Date: August 15, 2014
		Replaces Policy Version Dated: November 7, 2013
Contact Persons: codeofethics@mfs.com Liz Hurley, Compliance Manager ext. 55836 Jenn Lentz, Compliance Specialist ext. 56588 Katerina Kritikos, Senior Compliance Analyst ext. 55837 Oversight Committee: Ethics Oversight Committee Applicability: All employees of MFS and its subsidiaries

At the direction of the MFS Code of Ethics Oversight Committee (the “Committee”), the above listed personnel and the MFS Investment Management Compliance Department in general, are responsible for implementing, monitoring, amending and interpreting this Code of Ethics.

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Table of Contents


Overview and Scope			4

Statement of General Fiduciary Principles			5

Definitions			6

Procedural Requirements of the Code Applicable to MFS Employees			9

Use of Required Brokers			10

Reportable Funds Transactions and Holdings			11

Disclosure of Employee Related Accounts and Holdings			11

Transactions Reporting Requirements			12

Discretionary Authorization			13

Excessive Trading			13

Use of MFS Proprietary Information			13

Futures and Related Options on Covered Securities			13

Initial Public Offering			14

Investment Clubs and Investment Contests			14

Trading Provisions, Restrictions and Prohibitions			14

Preclearance			14

Private Placements			15

Initial Public Offerings			16

Restricted Securities			16

Short-Term Trading			16

Selling Short			17

Service as a Director			17

Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers			18

Administration and Enforcement of the Code of Ethics			18

Beneficial Ownership and Control			Exhibit A

Reporting Obligations			Exhibit B

Specific Country Requirements			Exhibit C

Access Categorization of MFS Business Units			Exhibit D

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The following related policies and information can be viewed on DIVA or on @mfs under Employee Resources>Company Policies. Policies are also available on the Compliance Department’s intranet site (unless otherwise noted).

MFS Inside Information Policy

MFS Inside Information Procedures

MFS Code of Business Conduct

The Code of Ethics for Personal Trading and Conduct for Non-Management Directors

The Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds

MFS Policy of Handling Complaints

MFS-SLF Ethical Wall Policy

Current list of MFS’ direct and indirect subsidiaries (located on the Legal Department intranet site)

Current list of funds for which MFS acts as adviser, sub-adviser or principal underwriter (“Reportable Funds”)

Information Security Policy

Antitrust Policy

Anticorruption Policy

Political Contributions and Activity Policy

Social Media Policy

Note: The related policies and information are subject to change from time to time.

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Overview and Scope

The MFS Investment Management Code of Ethics (the “Code”) applies to Massachusetts Financial Services Company as well as all of its direct and indirect subsidiaries (collectively, the “MFS Companies”), and is designed to comply with applicable U.S. federal securities laws. The MFS Compliance Department, under the direction of MFS’ Chief Compliance Officer and the Code of Ethics Oversight Committee (the “Committee”), administers the Code.

The provisions of the Code apply to MFS “Employees” wherever located and other persons as designated by the Committee, as detailed on page 6 in Part II of the Definitions section of the Code. In certain non-U.S. countries, local laws or customs may impose requirements in addition to those imposed by the Code. MFS Employees residing in a country identified in Exhibit C are subject to the applicable requirements set forth in Exhibit C, as updated from time to time. The Code complements MFS’ Code of Business Conduct. As an Employee of MFS, you must follow MFS’ Code of Business Conduct, and any other firm-wide or department-specific policies and procedures.

This Code does not apply to directors of MFS who are not also MFS Employees (“MFS Non-Management Directors”) or Trustees of MFS’ sponsored SEC registered funds who are not also Employees of MFS (“Fund Non-Management Trustees”). MFS Non-Management Directors and Fund Non-Management Trustees are subject to the Code of Ethics for Personal Trading and Conduct for Non-Management Directors and the Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds, respectively. MFS Employees must be familiar with the Role Limitations and Information Barrier Procedures of these separate codes of ethics. In addition, MFS Employees must understand and comply with the MFS-SLF Ethical Wall Policy.

The Code is structured as follows:

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Section I identifies the general purpose of the Code.

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Section II defines Employee classifications, Employee Related Accounts, Covered Securities and other defined terms used in the Code.

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Section III details the procedural requirements of the Code which are applicable to MFS Employees.

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Section IV identifies the trading provisions and restrictions of the Code which are applicable to Access Persons and Investment Personnel (as defined in Section II).

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Section V details specific trading prohibitions applicable to Research Analysts, Research Associates and Portfolio Managers.

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Section VI outlines the administration of the Code, including the imposition and administration of sanctions.

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Exhibit A provides additional guidance and examples of beneficial ownership and control.

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Exhibit B details the specific reporting obligations for Employees.

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I.	Statement of General Fiduciary Principles

The MFS Investment Advisers and its subsidiaries owe a fiduciary duty to their advisory clients. MFS Heritage Trust Company (“MHTC”) officers providing investment advice to the Collective Investment Trusts (“CITs”) owe a fiduciary obligation to the CITs. All MFS Employees have an obligation to conduct themselves in accordance with the following principles:

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You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interests of MFS’ Clients;

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You have a duty to attempt to avoid actual and potential conflicts of interest between personal activities and MFS’ Clients’ activities; and

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You must not take advantage of your position at MFS to misappropriate investment opportunities from MFS’ Clients.

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest(s) with MFS’ Clients or abuse of your position of trust and responsibility.

MFS considers personal trading to be a privilege, not a right . When making personal investment decisions, you must exercise extreme care to ensure that the prohibitions of this Code are not violated. You should conduct your personal investing in such a manner that will eliminate the possibility that your time and attention are devoted to your personal investments at the expense of time and attention that should be devoted to your duties at MFS.

In connection with general conduct and personal trading activities, employees (as defined on page 6 in Section II of the Code) must refrain from any acts with respect to MFS’ Clients, which would be in conflict with MFS’ Clients or cause a violation of applicable securities laws, such as:

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Employing any device, scheme or artifice to defraud;

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Making any untrue statement of a material fact to an MFS Client, or omitting to state a material fact to a client necessary in order to make the statement not misleading;

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Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit; or

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Engaging in any manipulative practice.

It is not possible for the Code to address every situation involving MFS Employees’ personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all cases with the view of placing MFS’ Clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of the Code will not automatically insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any MFS Client.

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II.

Definitions

The definitions are designed to help you understand the application of the Code to MFS Employees, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Compliance Department if you have any questions. Please refer back to these definitions as you read the Code.

Categories of Personnel.

Investment Personnel means and includes:

Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, research associates, traders, support staff, etc; and

Other persons designated as Investment Personnel by MFS’ Chief Compliance Officer (“CCO”), MFS’ Conflicts Officer (“Conflicts Officer”) or their designee(s), or the Committee.

Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a portfolio or discrete portion of any portfolio. Research Analysts (defined below) are deemed to be Portfolio Managers with respect to any portfolio or discrete portion of any portfolio managed collectively by a committee of Research Analysts (e.g . , MFS Research Fund).

Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any portfolio or discrete portion of any portfolio.

Research Associates are Employees that support Research Analysts and Portfolio Managers by analyzing and presenting information.

Access Persons are those Employees, who, (i) in the ordinary course of their regular duties, make, participate in or obtain information regarding the purchase or sale of securities by any MFS Client; (ii) have access to nonpublic information regarding any MFS Client’s purchase or sale of securities; (iii) have access to nonpublic information regarding the portfolio holdings of any MFS Client; (iv) have involvement in making securities recommendations to any MFS Client or have access to such recommendations that are nonpublic; or (v) have otherwise been designated as Access Persons by the CCO, the Conflicts Officer or their designee(s), or the Committee. All Investment Personnel (including Portfolio Managers and Research Analysts) are also Access Persons. Please see Exhibit D for the Access Person designations of MFS’ Employees.

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Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.

MFS Employees, or Employee, is all officers, directors (excluding non-management directors) and employees of the MFS Companies, and such other persons as designated by the Committee.

FINRA Affiliated Person is an Employee who is also associated with a FINRA-member firm, or licensed by FINRA.

Covered Person means a person subject to the provisions of this Code. This includes MFS Employees and their related persons, such as spouses and minor children, as well as other persons designated by the CCO or Conflicts Officer, or their designee(s), or the Committee (who, as the case may be, shall be treated as MFS Employees, Access Persons, Non-Access Persons, Portfolio Managers or Research Analysts, as designated by the CCO or Conflicts Officer, or their designees(s), or the Committee). Such persons may include fund officers, consultants, contractors and employees of Sun Life Financial Inc. providing services to MFS.

Accounts are all brokerage accounts (excluding 529 Plans) and Reportable Fund accounts.

Employee Related Account of any person covered under this Code includes but is not limited to:

The Employee’s own Accounts and Accounts “beneficially owned” by the Employee as described below;

The Employee’s spouse/domestic partner’s Accounts and the Accounts of minor children and other relatives living in the Employee’s household;

Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in the Employee’s household have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and

Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives living in the Employee’s household exercises investment discretion or direct or indirect influence or control. For purposes of this definition “direct or indirect influence or control” includes the ability of the Employee to amend or terminate the applicable investment management agreement.

See Exhibit A for a more detailed discussion of beneficial ownership and control. For additional guidance in determining beneficial ownership and control, contact the Compliance Department.

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		*Any person subject to this Code is responsible for compliance with these rules with respect to any Employee Related Account, as applicable.*

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and MFS contributions to the MFS retirement plans.

CCO means MFS’ Chief Compliance Officer.

Committee means the Code of Ethics Oversight Committee.

Conflicts Officer means MFS’ Conflicts Officer.

Covered Securities are generally all securities. See Exhibit D for application of the Code to the various security types and for a list of securities which are not Covered Securities.

IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or (if necessary) a foreign financial regulatory authority.

MFS Client includes any advisory client of the MFS Investment Advisers .

Private Placement means a security offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. Examples of private placements include investments in private companies, hedge fund offerings, “crowd funding” / “crowd” source capital and other similar investments. If you are unsure whether the securities are issued in a private placement, you must consult with the Compliance Department).

Portfolio means any fund or account or any discrete portion of a fund or account of a MFS Client.

Investment Related Proprietary Information is information in which MFS has invested its own resources or soft dollars to acquire or develop and/or taken reasonable measures to keep confidential. It does not include information that is generally known or is readily ascertainable. Examples of Proprietary Information include, but are not limited to, internally developed research, research acquired with soft dollars, portfolio transactions and portfolio holdings.

Reportable Fund means any fund for which a MFS Company acts as investment adviser, sub-adviser or principal underwriter. Such funds include MFS’ retail funds, MFS Variable Insurance Trust, MFS Variable Insurance Trust

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II, MFS Institutional Trust, and funds for which MFS serves as sub-adviser ¹ , as well as MFS offshore funds (e.g., MFS Meridian Funds). See the PTA home page or compliance intranet site for a link to the list of Reportable Funds.

MFS Investment Advisers means MFS Investment Management, MFS Institutional Advisors, Inc., MFS Investment Management Canada Ltd., MFS International Ltd., MFS International (U.K.) Limited, MFS International Singapore Pte Ltd. and MFS Investment Management K.K.

III.

Procedural Requirements of the Code Applicable to MFS Employees (Non-Access Persons, Access Persons and Investment Personnel)

Compliance with Applicable Federal Securities Laws:

The MFS Companies are subject to extensive regulation. As an MFS Employee, you must comply not only with all applicable federal securities laws but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable federal securities laws. MFS Employees residing outside the U.S. must also comply with local securities laws (see Exhibit C for specific country requirements). In addition, MFS Employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of MFS Clients, whether or not covered by the provisions of this policy.

Reporting Violations:

MFS Employees are required to report any violation, whether their own or another individual’s, of the Code, Inside Information Policy and related procedures, Code of Business Conduct, MFS’ Business Gift and Entertainment Policy, Information Security Policy, Political Contributions and Activities Policy, Social Media Policy, Anticorruption Policy and Antitrust Policy and any amendments thereto (collectively, the “Conduct Policies”). Reports of violations other than your own may be made anonymously and confidentially to the MFS Corporate Ombudsman, as provided for in the MFS Policy of Handling Complaints. Alternatively, you may contact the CCO or the Conflicts Officer or their designee(s).

Certification of Receipt and Compliance:

Initial Certification (New Employee).

Within 10 calendar days of commencement of employment, each new MFS Employee must certify that they have read and understand the provisions of the Conduct Policies. This certification must be completed using the Code of

Although exchange traded funds sub-advised by MFS meet the definition of reportable funds, investing in ETFs sub-advised by MFS, including the SPDR MFS Systematic Core Equity ETF, the SPDR MFS Systematic Growth Equity ETF and the SPDR MFS Systematic Value Equity ETF is prohibited. Please refer to Section III-O for additional information.

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Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using paper forms.

Quarterly Certification of Compliance.

On a quarterly basis, Employees will be expected to certify that they: (i) have been directed to electronic copies of the then current Conduct Policies; (ii) have read and understand the Conduct Policies and recognize that they are subject to their requirements; and (iii) have complied with all applicable requirements of the Conduct Policies. This certification shall apply to all Employee Related Accounts, and must be completed using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

Use of Required Brokers:

Employees located in the U.S. are required to maintain Employee Related Accounts at, and execute all transactions in Covered Securities through, one or more broker-dealers as determined by the Committee. (A list of required brokers is located on https://mfs.ptaconnect.com ). New Employees should initiate a transfer of Employee Related Accounts to one or more of the required brokers within 45 days of their hire date. Upon opening such an Account, Employees are required to disclose the Account to the Compliance Department. MFS Employees must also agree to allow the broker-dealer to provide the Compliance Department with electronic reports of Employee Related Accounts and transactions executed therein and to allow the Compliance Department to access all Account information. In addition, if the Compliance Department detects an Employee Related Account that was not reported by the Employee, the Compliance Department will request all statements since the Employee’s hire date.

Employees located in the U.S. are required to receive approval from the Committee to maintain an Employee Related Account with broker-dealers other than those on the required brokers list. Permission to open or maintain an Employee Related Account with a broker-dealer other than those on the list of approved brokers will not be granted or may be revoked if, among other things, transactions are not reported as described below in Transactions Reporting Requirements, Section III G. The Committee may grant or withhold approval to Employees to open or maintain an Employee Related Account with broker-dealers other than those on the required brokers list in its sole discretion. Employees should not have any expectation that the Committee will grant approval to open or maintain an Employee Related Account with any broker-dealer other than one on the required brokers list.

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Reportable Funds Transactions and Holdings:

Employees are required to purchase and maintain investments in Reportable Funds sponsored by MFS through MFS, or another entity designated by MFS for Reportable Funds not available for sale in the U.S. Transactions and holdings in sub-advised Reportable Funds or Reportable Funds not available for sale in the U.S. must be reported as described in Sections III-F and III-G below. (See the PTA homepage and the compliance intranet site for a list of products sub-advised by MFS.)

In addition, MFS Employees are subject to the same policies against excessive trading that apply for all shareholders in Reportable Funds. These policies, which are described in the Reportable Funds’ prospectuses, are subject to change.

Disclosure of Employee Related Accounts and Holdings (for details on the specific reporting obligations, see Exhibit B):

Initial Report.

Each new Employee must disclose to the Compliance Department all Employee Related Accounts and all holdings in Covered Securities whether or not held in an Employee Related Account within 10 calendar days of their hire. This includes Covered Securities held directly with the transfer agent or in a dividend reinvestment plan. This report must be made using the Code of Ethics system at https://mfs.ptaconnect.com . Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. Also, any Employee Related Accounts newly associated with an Employee, through marriage or any other life event, must be disclosed promptly but no later than prior to completion of the next Quarterly Certification.

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Annual Update.

On an annual basis, Employees will be required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities, whether or not held in an Employee Related Account. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to holdings in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

Transactions Reporting Requirements:

Each Employee must either report and/or verify all transactions in Covered Securities. Reports must show any purchases or sales for all Covered Securities whether or not executed in an Employee Related Account. Reports must show any purchases or sales for all Covered Securities. Employees must submit a quarterly report within 30 days of calendar quarter end even if they had no transactions in Covered Securities within the quarter. Reports must be submitted using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. For purposes of this report, transactions in Covered Securities that are affected in Automatic Investment Plans need not be reported. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to transactions in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement. Compliance and/or the Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

Employees on Leave:

Active Employees who are on leave from MFS are still MFS Employees and as such are subject to the Code as well as to MFS’ other Conduct Policies. Active Employees on leave must continue to report holdings and transactions while on leave consistent with the requirements of Section III. Active Employees on leave will be required to preclear trades if such employees are Access Persons or Investment Personnel and to certify to their compliance for the period of their leave, including verification of transactions and holdings reports, upon their return to work. Inactive Employees who are no longer Access Persons under the Code will not be subject to the Code for the duration of such period of inactivity.

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Discretionary Authorization:

Generally, Employees are prohibited from exercising discretion over Accounts in which they have no beneficial interest. Under limited circumstances, and only with prior written approval from the Compliance Department, an Employee may be permitted to exercise such discretion. In addition, Employees must receive prior written approval from the Compliance Department before: (i) assuming power of attorney related to financial or investment matters for any person or entity; or (ii) accepting a position on an investment committee for any entity. Further, Employees must notify the Compliance Department upon becoming an executor or trustee of an estate.

Excessive Trading:

Excessive or inappropriate trading that interferes with job performance or compromises the duty that MFS owes to MFS Clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Compliance Department and reported to senior management for review. A pattern of excessive trading may lead to disciplinary action under the Code.

Use of MFS’ Investment Related Proprietary Information:

MFS’ investment recommendations and other Investment Related Proprietary Information are for the exclusive use of MFS Clients. For purposes of this paragraph, MFS Clients include clients of PPM Sponsors and exclude PPM Sponsors themselves. Employees should not use MFS’ Investment Related Proprietary Information for personal benefit or to benefit others. For the avoidance of doubt, this means that you should not recommend securities to non clients based on MFS Investment Related Proprietary Information.

Any pattern of personal trading or emails suggesting use of MFS’ Investment Related Proprietary Information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS’ investment recommendations is prohibited. Personal trading conducted in a manner consistent with the pre-clearance rules and other provisions of the Code is presumed not to be in violation of this section. This presumption, however, is rebuttable if trading patterns and/or other activities indicate otherwise.

Futures, Options and Other Derivatives on Covered Securities and Exchange Traded Funds (“ETFs”) and Exchange Traded Notes (“ETNs”):

Employees are prohibited from using derivatives on Covered Securities or ETFs and ETNs to evade the restrictions of this Code. Employees may not use derivatives with respect to a Covered Security or make an investment in an ETF/ETN in order to gain exposure to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security. For example, if a pre-clearance request to buy a security is denied, trading an ETF that has 10% exposure to the same underlying security would be considered a violation of the Code.

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Initial Public Offerings:

Employees are generally prohibited from purchasing equity securities in an IPO. Contact the Compliance Department to determine eligibility.

Investment Clubs and Investment Contests:

MFS generally prohibits Employees from direct or indirect participation in investment clubs and investment contests. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes or winnings as a result of participation in such activities. Employees should understand that this prohibition applies with equal force to an investment contest in which contest winners do not win a prize with any monetary value.

Investments in Exchange Traded Funds Sub-advised by MFS:

Employees are prohibited from investing in ETFs sub-advised by MFS, including the SPDR MFS Systematic Core Equity ETF, the SPDR MFS Systematic Growth Equity ETF and the SPDR MFS Systematic Value Equity ETF.

IV.

Trading Provisions, Restrictions and Prohibitions Applicable to All Access Persons and Investment Personnel (collectively, “Access Persons” unless otherwise noted)

Pre-clearance:

Access Persons must pre-clear before effecting a personal transaction in any Covered Security, except for Reportable Funds. Note: All closed-end funds, including closed-end funds managed by MFS, must be pre-cleared.

Generally, a pre-clearance request will not be approved if it would appear that the trade could have a material influence on the market for that security or would take advantage of, or hinder, trading by any MFS Client within a reasonable number of days. Additionally, any pre-clearance request may be evaluated to determine compliance with other provisions of the Code relevant to the trade or as market or other conditions warrant.

To avoid inadvertent violations, good-till-cancelled orders are not permitted.

Pre-clearance requests will generally be limited to US trading hours with the exception of international employees where pre-clearance is permitted during a specific time-frame as determined by the Committee.

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Information regarding current pre-clearance hours is available on the Code of Ethics system at https://mfs.ptaconnect.com .

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Except as otherwise determined by the Committee, pre-clearance approval is good for the same business day authorization is granted (with the exception of employees located in Japan, Hong Kong, Singapore and Australia who have an additional day to execute a trade).

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In order to pre-clear, an Access Person must enter his/her trade request into the Code of Ethics system ( https://mfs.ptaconnect.com ) on the day they intend to trade.

By seeking pre-clearance, Access Persons will be deemed to be advising the Compliance Department that they (i) do not possess any material, nonpublic information relating to the security or the issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any MFS Client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Compliance Department. Pre-clearance may be denied for any reason. An Access Person is not entitled to receive any explanation if their pre-clearance request is denied.

Pre-clearance is not required for the below list of transactions. Please see Exhibit E for whether these transactions need to be reported:

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Purchases or sales that are not voluntary, which include but are not limited to: tender offers, transactions executed by a broker to cover a negative cash balance in an account, broker disposition of fractional shares, and debt maturities. Transactions executed as a result of a margin call or forced cover of a short position do not fall under this exception and must be pre-cleared;

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Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance;

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Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit E); and

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Subject to prior approval from the Committee, trades in an account where investment discretion is maintained by or delegated to an independent third party.

Private Placements:

Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement including a Private Placement of a pooled vehicle managed by MFS. The Compliance Department will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the Compliance Department with a completed Private Placement Approval Request (see Exhibit F). Access Persons are prohibited from participating in “Private Investments in Public Equity Securities” transactions (commonly referred to as “PIPES” offerings).

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If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section III. F. and Section III. G.).

If the Access Person is also a Portfolio Manager and has a material role in the subsequent consideration of securities of the issuer (or one that is affiliated) by any MFS Client portfolio after being permitted to make a Private Placement, the following steps must be taken:

The Portfolio Manager must disclose the Private Placement interest to a member of MFS’ Investment Management Committee.

An independent review by the Compliance Department in conjunction with other appropriate parties must be obtained for any subsequent decision to buy any securities of the issuer (or one that is affiliated) for the Portfolio Manager’s assigned client portfolio(s) before buying for the portfolio(s). The review must be performed by the Compliance Department in consultation with other appropriate parties.

Initial Public Offerings and Secondary Offerings:

Access Persons are generally prohibited from purchasing securities in either an IPO or a secondary offering. Under limited circumstances and only with prior approval from the Compliance Department, in consultation with the Committee and/or other appropriate parties, certain Access Persons may purchase equity securities in an IPO or a secondary offering, provided the Compliance Department and/or other appropriate parties determines such purchase does not create a reasonable prospect of a conflict of interest with any Portfolio. To request permission to purchase equity securities in an IPO or a secondary equity offering, the Access Person must provide the Compliance Department with a completed request form (see Exhibit G). To request permission to purchase new issues of fixed income securities, the Access Person must pre-clear the security using the Code of Ethics system at https://mfs.ptaconnect.com .

Restricted Securities:

Access Persons may not trade for their Employee Related Accounts securities of any issuer that may be on any complex-wide restriction list maintained by the Compliance Department.

Short-Term Trading:

All Access Persons are prohibited from profiting by entering into opening and subsequent closing transactions involving the same or equivalent Covered Security within 60 calendar days. ² Profits from such trades must be disgorged

Opening transactions may include but are not limited to: buying securities long, selling securities short, buying a call to open, selling a call to open, buying a put to open and selling a put to open. Note: certain of these transactions are prohibited outright under Section IV-F of the Code. Please contact the Compliance Department with any questions with respect to the application of this prohibition.

(surrendered) in a manner acceptable to MFS. Any disgorgement amount shall be calculated by the Compliance Department, the calculation of which shall be binding. This provision does not apply to:

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Transactions in Covered Securities that are exempt from the pre-clearance requirements described above (see Exhibit E);

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Transactions in Covered Securities executed in an Employee Related Account where investment discretion is maintained by or delegated to an independent third party, and the Committee has exempted the Account from preclearance requirements in Section IV. A.; or

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Transactions effected through an Automatic Investment Plan.

Selling Short:

Access Persons must not sell securities short. This prohibition includes option transactions designed to achieve the same result, such as writing naked calls or buying puts without a corresponding long position.

Service as a Director:

Access Persons must obtain prior approval from the Compliance Department to serve on a board of directors or trustees of a publicly traded company or a privately held company that is reasonably likely to become publicly traded within one year from the date the Access Person joined the board (for purposes of the Code, a registered investment company that issues redeemable securities registered under the Securities Act of 1933 constitutes a publicly traded company even though no secondary market transactions may occur). In the event an Access Person learns that a privately held company for which the Access Person serves as a director or trustee plans to make a public offering, the Access Person must promptly notify the Compliance Department. Access Persons serving as directors or trustees of publicly traded companies may be isolated from other MFS Employees through “information barriers” or other appropriate procedures.

Access Persons who would like to serve on a board of directors or trustees of a non-profit organization or a privately held company that is not reasonably likely to become publicly traded within one year from the date the Access Person joined the board should refer to the Code of Business Conduct prior to participating in the outside activity.

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V.	Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers

Portfolio Managers Trading in Reportable Funds:

No Portfolio Manager shall buy and sell (or sell and buy) shares within 14 calendar days for his or her Employee Related Accounts of any Reportable Fund with respect to which he or she serves as a Portfolio Manager. This provision does not apply to transactions effected through an Automatic Investment Plan.

Portfolio Managers Trading Individual Securities:

Portfolio Managers are prohibited from trading a security for their Employee Related Accounts (a) for seven calendar days after a transaction in the same or equivalent security in a Portfolio for which he or she serves as Portfolio Manager and (b) for seven calendar days before a transaction in the same or similar security in a Portfolio for which he or she serves as Portfolio Manager if the Portfolio Manager had reason to believe that such Portfolio was reasonably likely to trade the same or similar security within seven calendar days after a transaction in the Portfolio Manager’s Employee Related Accounts. If a Portfolio Manager receives pre-clearance authorization to trade a security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in a Portfolio for which the Employee serves as Portfolio Manager, the Portfolio Manager must contact the Compliance Department prior to executing any trades for his or her Employee Related Account and/or Portfolio.

Affirmative Duty to Recommend Suitable Securities:

Research Analysts have an affirmative duty to make unbiased and timely recommendations to MFS Clients. Research Analysts and Research Associates are prohibited from trading a security they researched on behalf of MFS, or are assigned to research, in an Employee Related Account if he or she has not communicated information material to an investment decision about that security to MFS Clients in a research note. In addition, Research Analysts are prohibited from refraining to make timely recommendations of securities in order to avoid actual or potential conflicts of interest with transactions in those securities in Employee Related Accounts. For purposes of this and similar provisions herein, including information in a research note or a revised research note constitutes communication to an MFS client.

VI.

Administration and Enforcement of the Code of Ethics

Applicability of the Code of Ethics’ Provisions:

The Committee, or its designee(s), has the discretion to determine that the provisions of the Code do not apply to a specific transaction or activity. The Committee will review applicable facts and circumstances of such situations,

Page | 18

such as specific legal requirements, contractual obligations or financial hardship. Any Employee who would like such consideration must submit a request in writing to the Compliance Department.

Review of Reports:

The Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may or may not be notified of the Compliance Department’s review.

Violations and Sanctions:

Any potential violation of the provisions of the Code or related policies will be investigated by the Compliance Department, or, if necessary, the Committee. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to, one or more of the following: a warning letter, fine, profit surrender, personal trading ban, termination of employment or referral to civil or criminal authorities. Material violations will be reported promptly to the Board of Trustees of the Reportable Funds or relevant committee(s) of the Board.

Appeal of Sanction(s):

Employees deemed to have violated the Code may appeal the determination by providing the Compliance Department with a written explanation within 30 days of being informed of the outcome. If appropriate, the Compliance Department will review the matter with the Committee. The Employee will be advised whether the sanction(s) will be imposed, modified or withdrawn. Such decisions on appeals are binding. The Employee may elect to be represented by counsel of his or her own choosing and expense.

Amendments and Committee Procedures:

The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and exhibits to the Code to reflect updated business practices. The Committee shall submit any such amendments to MFS’ Policy Committee for approval and the MFS Internal Compliance Controls Committee for ratification. In addition, the Committee shall submit any material amendments to this Code to the Board of Trustees of the Reportable Funds, or its designee(s), for approval no later than 6 months after adoption of the material change.

Page | 19

Exhibit A

Beneficial Ownership and Control

The MFS Investment Management Code of Ethics (the “Code”) states that the Code’s provisions apply to accounts beneficially owned by the Employee, as well as accounts under direct or indirect influence or control of the Employee. Essentially, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:

•

Accounts and securities held by immediate family members sharing the same household; and

•

Securities held in trust (certain exceptions may apply at the discretion of the Committee).

In addition, the Code may apply to accounts under the direct or indirect influence or control of the Employee even when the Employee is not considered a beneficial owner.

Practical Application

•

If an adult child is living with his or her parents: If the child is living in the parents’ house, but does not financially support the parent, the parents’ accounts and securities are not beneficially owned by the child. If the child works for MFS and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code. If, however, one or both parents work for MFS, and the child is supported by the parent(s), the child’s accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child’s accounts and securities.

•

Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the Employee contributes to the maintenance of the household and the financial support of the partner, the partner’s accounts and securities are beneficially owned by the employee and are therefore subject to the Code.

•

Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another’s accounts and securities.

•

UGMA/UTMA accounts: If the Employee, or the Employee’s spouse, is the custodian for a minor child, the account is beneficially owned by the Employee. If someone other than the Employee, or the Employee’s spouse, is the custodian for the Employee’s minor child, the account is not beneficially owned by the Employee. If the Employee, or the Employee’s spouse, is the beneficiary of the account and is age of majority (i.e., 18 years or older in Massachusetts) then the account is beneficially owned by the Employee/Spouse.

A-1

Exhibit A

•

Transfer on Death accounts (“TOD accounts”): TOD accounts where the Employee becomes the registrant upon death of the account owner are not beneficially owned by the Employee until the transfer occurs (this particular account registration is not common).

•

Trusts:

•

If the Employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity (see the Code of Business Conduct) and generally will be subject to case-by-case review for Code applicability.

•

If the Employee is a beneficiary and does not share investment control with a trustee, the Employee is not a beneficial owner until the trust is distributed.

•

If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.

•

If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.

•

If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.

•

If the Employee is a settler of a revocable trust, the trust is beneficially owned by the Employee.

•

If the Employee’s spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

•

College age children: If an Employee has a child in college and still claims the child as a dependent for tax purposes, the Employee is a beneficial owner of the child’s accounts and securities.

•

Powers of attorney: If an Employee has been granted power of attorney over an account, the Employee is not the beneficial owner of the account until such time as the power of attorney is triggered to permit the employee to trade or make other investment decisions.

•

Outside Business Activities (See Code of Business Conduct):

•

If the Employee serves in a role that requires that he/she exercise investment discretion with respect to Covered Securities, then the related Account is considered to be under the control or influence of the Employee.

•

If the Employee serves in a role that requires/allows that he/she delegate investment discretion to an independent third party, then the activity will be subject to a case by case review for Code applicability.

A-2

Exhibit B

Reporting Obligations

A.	Initial and Annual Holdings Reports

Employees must file initial and annual holdings reports (“Holdings Reports”) as follows.

Content of Holdings Reports

•

The title, number of shares and principal amount of each Covered Security;

•

The name of any broker or dealer with whom the Employee maintained an account in which ANY securities were held for the direct or indirect benefit of the Employee; and

•

The date the Employee submits the report.

Timing of Holdings Reports

•

Initial Report - No later than 10 days after the person becomes an Employee. The information must be current as of a date no more than 45 days prior to the date the person becomes an Employee.

•

Annual Report – Annually, and the information must be current as of a date no more than 45 days before the report is submitted.

Exceptions from Holdings Report Requirements

No holdings report is necessary:

•

For holdings in securities that are not Covered Securities; or

•

With respect to securities held in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.

B.	Quarterly Transaction Reports

Employees must file a quarterly transactions report (“Transactions Report”) with respect to:

(i) any transaction during the calendar quarter in a Covered Security in which the Employee had any direct or indirect beneficial ownership; and

(ii) any account established by the Employee during the quarter in which ANY securities were held during the quarter for the direct or indirect benefit of the Employee.

C-1

Exhibit B

Brokerage statements may satisfy the Transactions Report obligation provided that they contain all the information required in the Transactions Report and are submitted within the requisite time period as set forth below.

Content of Transactions Report

a. For Transactions in Covered Securities

•

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

•

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

•

The price of the Covered Security at which the transaction was effected;

•

The name of the broker, dealer or bank with or through which the transaction was effected; and

•

The date the report was submitted by the Employee.

b. For Newly Established Accounts Holding ANY Securities

•

The name of the broker, dealer or bank with whom the Employee established the account;

•

The date the account was established; and

•

The date the report was submitted by the Employee.

Timing of Transactions Report

No later than 30 days after the end of the calendar quarter.

Exceptions from Transactions Report Requirements

No Transactions Report is necessary:

•

For transactions in securities that are not Covered Securities;

•

With respect to transactions effected pursuant to an Automatic Investment Plan; or

•

With respect to transactions in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to amend or terminate the applicable investment management agreement.

C-2

Exhibit C

Specific Country Requirements

(For MFS Employees Located in Offices Outside of the U.S.)

United Kingdom

The UK Financial Conduct Authority rules on personal account dealing are contained in Chapter 11 of the FCA Handbook’s Conduct of Business Sourcebook (“COBS”). Further details of the compliance requirements in relation to COBS are in the MFS International (UK) Limited (“MIL UK”) Compliance Manual.

As an investment management organization, MIL UK has an obligation to implement and maintain a meaningful policy governing the investment transactions of its employees (including directors and officers). In accordance with COBS 11.7.1R, this policy is intended to minimize conflicts of interest, and the appearance of conflicts of interest, between the employees and clients of MIL UK, as well as to effect compliance with the provisions of part (V) of the Criminal Justice Act 1993, which relates to insider dealing, and part (VIII) of the Financial Services and markets Act 2000, which relates to market abuse and the FCA’s Code of Market Conduct. This policy is incorporated by reference into the MIL UK Compliance Manual, which should be read in conjunction with this Code.

Under COBS, MIL UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with MIL UK’s duties to its customers. In ensuring this is and continues to be the case, MIL UK must ensure it has in place processes and procedures which enable it to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

In addition, in respect of UK-based employees, spread betting on securities is prohibited.

For specific guidance, please contact the MIL UK Compliance Officer.

Japan

MFS Investment Management K.K., MFS’ subsidiary in Japan (“MIMkk”), and its employees, are under the supervision of the Japanese FSA and Kantoh Local Financial Bureau as an investment manager registered in Japan. MIMkk and its employees are regulated by the following laws/guidelines.

•

Financial Instruments and Exchange Law, Chapter VI – Regulations for Transactions, etc. of Securities.

•

Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association (“JSIAA”).

•

Guideline for Monitoring Personal Trading by Investment Trust (Toshin) Association (“ITA”).

C-2

Exhibit C

In addition, MIMkk employees are prohibited from holding Covered Securities for a period less than six months.

This policy is incorporated by reference into the MIMkk Compliance Manual, which should be read in conjunction with this Code.

For specific guidance, please contact Tatsuya Shimizu, MIMkk’s Compliance Officer.

C-3

Exhibit D

Access Categorization of MFS Departments

Employees assigned to the following business units, departments or roles have been designated as “Access Persons”:

•

Management Group

•

Equity

•

Fixed Income

•

Compliance

•

Fund Treasury

•

Information Technology

•

Global Investment Support

•

Internal Audit

•

Legal

•

Finance

•

MFD

•

MFSI

•

ARG

•

IGS

•

MIL

•

Employees who are members of the Management Committee, the Operations Committee or the Leadership Forum

•

Employees who have access to the Investment Research System, the equity trading system or the fixed income trading system

•

Employees who have access to any system containing information related to current portfolio holdings

Employees assigned to the following business units, departments or roles have been designated as “Non-Access”:

•

Human Resources

•

Service Center

•

Corporate Services and Property Management

D-1

Exhibit E

Security Types and Pre-Clearance and Reporting Requirements

(This list is not all inclusive and may be updated from time to time. Contact the Compliance Department for additional guidance.)


Security Type	Pre-clearance Required?	Transactions and Holdings Reporting Required?
Mutual Funds

Open-end investment companies which are not Reportable Funds	No	No

Non-MFS 529 Plans	No	No

Reportable Funds (excluding MFS money market funds) ³	No	Yes

Closed-end funds (including MFS closed-end funds)	Yes	Yes

Unit investment trusts which are exclusively invested in one or more open-end funds, none of which are Reportable Funds	No	No

Exchange Traded Funds (ETFs) and Exchange Traded Notes (ETNs) including options and structured notes on ETFs and ETNs ³	No	Yes

Equities

Equity securities (including REITS)	Yes	Yes

Options, futures and structured notes on equity securities	Yes	Yes

Fixed Income

Corporate bond securities	Yes	Yes

Municipal bond securities	Yes	Yes

High yield bond securities	Yes	Yes

Options, futures and structured notes on fixed income securities	Yes	Yes

³	Employees are prohibited from investing in ETFs sub-advised by MFS, including the SPDR MFS Systematic Core Equity ETF, the SPDR MFS Systematic Growth Equity ETF and the SPDR MFS Systematic Value Equity ETF.

E-1

Exhibit E


U.S. Treasury Securities and other obligations backed by the good faith and credit of the U.S. government	No	No

Debt obligations that are NOT backed by the good faith and credit of the U.S. government (such as Fannie Mae bonds)	Yes	Yes

Foreign government issued securities	No	Yes

Variable rate demand obligations and municipal floaters	No	No

Money market instruments, including commercial paper, bankers’ acceptances, certificates of deposit and repurchase agreements, auction-rate preferred and short-term fixed income securities with a maturity of less than one year	No	No

Other

Private placements (including real estate limited partnerships or cooperatives) ⁴	Yes	Yes

Foreign currency including options and futures on foreign currency ⁵ ^, ⁶	No	No

Commodities and options and futures on commodities	No	Yes

Options, futures and structured notes based on a security index	No	Yes

Private MFS stock and private shares of Sun Life of Canada (U.S.) Financial Services Holdings, Inc ⁷	No	No

Sun Life Financial Inc	Yes	Yes

⁴	Note that while transactions in these securities are not required to be pre-cleared using the Code of Ethics Online system, you must obtain prior approval from the Compliance Department before participating in a private placement. See Section IV. B. of the Code.

⁵	Please remember to report all accounts. On a case by case basis, Compliance may require transaction and holding reporting.

⁶	To comply with U.S. Commodity Futures Trading Commission Rule 4.23(b)(1) and (2)(ii), MFS principals (for purposes of commodity pool operator registration) must report transactions and holdings.

⁷

The common stock of Massachusetts Financial Services Company (which is not a publicly-traded company) and the common stock of Sun Life of Canada (U.S.) Financial Services Holdings, Inc. (which is also not a publicly-traded company) are considered to be Covered Securities under this Code. Employees need not pre-clear or report such stock on transactions or holdings reports pursuant to SEC No-Action Letter, Investment Company Institute, November 27, 2000.

E-2

Exhibit F

Private Placement Approval Request ⁸

Please Print

Employee Name:

Employee Position:

Name of Company:

Dollar amount of private placement:

Dollar amount of your intended investment:

Does this company have publicly traded securities? ¨ Yes ¨ No

How were you offered the opportunity to invest in this private placement?

What is the nature of your relationship with the individual or entity?

Was the opportunity because of your position with MFS?

Would it appear to a regulator or other parties that you are being offered the opportunity to participate in an exclusive, very limited offering as a way to curry favor with you or your colleagues at MFS?

Are you inclined to invest in the private placement on behalf of the funds/accounts you manage?

¨ Yes ¨ No

Would any other MFS funds/accounts want to invest in this private placement?

¨ Yes ¨ No

Date you require an answer:

Attachments: ¨ business summary ¨ prospectus ¨ offering memorandum

⁸	Access Persons are prohibited from participating in “Private Investments in Public Equity Securities” transactions (commonly referred to as “PIPES” offerings).

F-1

Exhibit G

Initial Public Offering Approval Request

Please Print.

Employee Name: Employee Position:

MFS Phone Extension:

Name of Company:

Aggregate Dollar amount of IPO: Dollar amount of your intended investment:

Maximum number of shares you intend to purchase?

Is your spouse an employee of the company?

¨ Yes ¨ No

Is your spouse being offered the opportunity to participate in the IPO solely as a result of his or her employment by the company?

¨ Yes ¨ No If no, please explain. ¨ Not Applicable

Does the ability to participate in the IPO constitute a material portion of your spouse’s compensation for being employed by the company?

¨ Yes ¨ No ¨ Not Applicable

Could it appear to the SEC or other parties that you (or your spouse) are being offered the opportunity to participate in the IPO because of your position at MFS or as a way to curry favor with MFS?

¨ Yes ¨ No If yes, please explain:

Are the IPO shares being offered to your spouse as part of a separate pool of shares allocable solely to company employees?

¨ Yes ¨ No ¨ Not Applicable

Are such shares part of a so-called “friends and family” or directed share allocation?

¨ Yes ¨ No

If your spouse chooses not to participate in the IPO, will the shares that your spouse chooses not to purchase be re-allocated to the general public or to other company insiders?

¨ General Public ¨ Other Company Insiders ¨ Not Applicable

If you are a portfolio manager, are the funds/accounts you manage likely to participate in the IPO?

¨ Yes ¨ No

If you are a portfolio manager, are you aware of other funds/account that would be likely to participate in the IPO?

¨ Yes ¨ No

Are there any other relevant facts or issues that MFS should be aware of when considering your request?

¨ Yes ¨ No If yes, please explain:

G-1

Exhibit G

Date you require an answer: , . (Note: because IPO approval requests often require additional information and conversations with the company and the underwriters, MFS needs at least three full business days to consider such requests.)

Name and address of IPO lead underwriter, and contact person (if available):

Attachments: ¨ offering memorandum ¨ underwriters’ agreement ¨ other materials describing eligibility to participate in IPO.

Compliance Use Only

¨ Approved ¨ Denied



Signature				Date


Equity Or Fixed Income Signature				Date

G-2

MORGAN STANLEY INVESTMENT MANAGEMENT ¹

CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

Effective: October 1, 2014

¹	Ex-Merchant Banking and Real Estate Investing

Table of Contents ²


I. INTRODUCTION			3
A. General			3
B. Standards of Business Conduct			3
C. Overview of Code Requirements			3
D. Definitions			4
E. Grounds for Disqualification from Employment			7
II. TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS			8
A. Employee Securities Accounts			8
B. Fully Managed Account			8
C. Other Morgan Stanley Accounts			9
E. Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.			9
F. Mutual Fund Accounts			9
G. Issuer Purchase Plans			9
H. Investment Clubs			10
I. 529 Plans			10
III. TRADE PRE-CLEARANCE/RESTRICTIONS			10
A. General			10
B. Initiating a Transaction			10
C. Pre-Clearance Valid for One Day Only			10
D. Restrictions and Requirements for Portfolio Managers and Investment Personnel			11
E. Employees Designated to be “Above the Wall”			11
F. Transacting in Morgan Stanley Securities			11
G. Trading Derivatives			12
H. Other Restrictions			12
I. Other Activities Requiring Pre-Clearance			13
IV. HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS			13
A. Proprietary and Sub-advised Mutual Funds			13
B. Covered Securities			13
C. Holding Requirements Specific to MSIMJ Employees			13
V. REPORTING REQUIREMENTS			14
A. Initial Reporting and Certification			14
B. Quarterly Reporting and Certification			14
C. Annual Reporting and Certification			15
VI. OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS			15
A. Approval to Engage in an Outside Activity			15
B. Approval to Invest in a Private Investment			16
C. Pre-Clearance Process			16
VII. CONSULTANTS AND TEMPORARY WORKERS			16
VIII. REVIEW,INTERPRETATIONS AND EXCEPTIONS			17
IX. ENFORCEMENT AND SANCTIONS			17
X. RELATED POLICIES			19

²	Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 , August 19, 2010, September 17, 2010, February 15, 2011, March 1, 2011, September 28, 2011, June 29, 2012 and September 16, 2013.

I.	INTRODUCTION ³

General

The Morgan Stanley Investment Management (“MSIM”) Code of Ethics (the “Code”) is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, and annually.

Standards of Business Conduct

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. The Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.

•

Fiduciary Duties. As an MSIM employee, you owe a fiduciary duty to MSIM’s Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.

•

Personal Securities Transactions and Relationship to MSIM’s Clients. MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.

If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance immediately.

Overview of Code Requirements

Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:


Activity		Code Requirements
Employee Securities Account(s)		Pre-clearance, Reporting
Personal Trading Reporting		Pre-clearance, Holding, Reporting
Participating in an Outside Activity		Pre-clearance, Reporting
Making a Private Investment		Pre-clearance, Reporting

This Code is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Company Act”). Note that there is a separate Code of Ethics for the Morgan Stanley mutual fund family.

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.

Definitions

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. The definitions are an integral part of the Code and a proper understanding of them is essential. Refer back to these definitions as you read the Code.

“Access Persons ” (for purposes of transacting in Morgan Stanley securities) is defined in the Global Employee Trading and Investing Policy and means those individuals or divisions that, as part of their job function may receive or have access to Morgan Stanley-related material non-public information that is recurring or cyclical in nature.

“Client” means shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

“Compliance” means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).

“Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person.

“Covered Persons” means:

•

All MSIM employees;

•

All directors and officers of MSIM;

•

Any person (such as certain consultants, leased workers or temporary workers) who provides investment advice to clients on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic.

•

Any person with responsibilities related to MSIM or who supports MSIM as a business and has frequent interaction with Covered Persons or Investment Personnel, as determined by Compliance.

•

Any other persons falling within such definition under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance from time to time.

The definition of “Covered Person” may vary by location. Contact Compliance if you have any question as to your status as a Covered Person.

“Covered Securities” includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and American depositary receipts), futures, commodities, securities indices, exchange-traded funds, open-end mutual funds for which MSIM acts as adviser or sub-adviser, closed-end funds, corporate and municipal bonds, spot foreign exchange transactions (“spot fx”) and similar instruments, but does not include “Exempt Securities,” as defined below. Refer to Schedule A for application of the Code to various security types.

“Employee” means an MSIM employee as well as his/her spouse or domestic partner, dependents and other persons for whom the employee, employee’s spouse or domestic partner contributes substantial financial support.

“Employee Securities Accounts” are any accounts in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, whether or not such capability is utilized. Employee Securities Accounts include:

•

accounts owned by you;

•

accounts owned by your spouse or domestic partner;

•

accounts owned by your children or other relatives of you or your spouse or domestic partner who reside in the same household as you and to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you);

•

accounts where you obtain benefits substantially equivalent to ownership of securities;

•

accounts that you or the persons described above could be expected to influence or control, such as:

•

joint accounts;

•

family accounts;

•

retirement accounts;

•

corporate accounts;

•

trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;

•

arrangements similar to trust accounts that benefit you directly;

•

accounts for which you act as custodian; and

•

partnership accounts.

“Exempt Securities” are securities that are not subject to the pre-clearance, holding and reporting requirements of the Code, such as:

•

Bankers’ acceptances, bank certificates of deposit and commercial paper;

•

Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);

•

Direct obligations of the U.S. Government ⁴ ;

•

Shares held in money market funds;

•

Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and

•

Open-end mutual funds for which MSIM does not act as adviser or sub-adviser.

Refer to Schedule A for application of the Code to various security types.

“Firm” means Morgan Stanley, MSIM’s parent company.

“Fully Managed Account” means an account for which an Employee has authorized a professional financial advisor or investment manager, in its sole discretion, to acquire and dispose of assets held in the account. The Employee may not make, directly or indirectly, any investment decision, be made aware of any such decisions before transactions are executed by the advisor or manager, or otherwise direct the advisor or manager to effect any transactions in the account. A Fully Managed Account is not considered an Employee Securities Account.

“Investment Personnel” means (i) Employees and any other Covered Persons who obtain or have access to information concerning investment recommendations made to any Client; and (ii) any persons designated as Investment Personnel by Compliance.

“IPO” means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.

“Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley.

“Morgan Stanley Investment Management” or “MSIM” means the companies and businesses comprising Morgan Stanley’s Investment Management Division, but not including Merchant Banking/Real Estate Investing. See Schedule B for a list of those legal entities that comprise MSIM for purposes of the Code.

⁴	Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. savings bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments.

“Morgan Stanley securities” means equity, preferred and debt securities issued by Morgan Stanley, but excludes structured products, such as equity- linked or credit-linked notes.

“Mutual Funds” means (i) all open-end mutual funds; and (ii) similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan. For purposes of the Code, Mutual Fund does not include shares of open-end money market mutual funds (unless otherwise advised by Compliance).

“Outside Activity” means any organized or business activity conducted by an Employee outside of MSIM. This includes, but is not limited to, participation on a board of a charitable organization, working part-time outside of MSIM, establishing a holding company for investments, investing in rental properties, or forming a limited partnership.

“Portfolio Managers” means Employees who are primarily responsible for the day-to-day management of a Client portfolio.

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

“Proprietary or Sub-advised Mutual Fund” means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

“Research Analysts” are Employees who are assigned to make investment recommendations to, or for the benefit of, any Client portfolio.

Grounds for Disqualification from Employment

Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee of MSIM without an exemptive order issued by the U.S. Securities and Exchange Commission, if such director, officer or employee:

•

within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

•

is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank,

insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

You are obligated to immediately report any conviction or injunction described here to Compliance.

II.

TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS

Employee Securities Accounts

Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker. Requirements may vary in non-U.S. offices. New Employees or newly designated Covered Persons must transfer their Employee Securities Account(s) to a Morgan Stanley Broker, at their own expense, as soon as practicable (generally within 30 days of becoming a Covered Person). Failure to do so is considered a significant violation of this Code.

Opening a Morgan Stanley Brokerage Account . When opening an account, you must notify the Morgan Stanley Broker that you are an Employee and that your account must be coded as an employee or employee-related account.

Fully Managed Account

You may open a Fully Managed Account if the account meets the standards set forth below. In certain circumstances and with approval from Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.

In order to establish a Fully Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.

To open a Fully Managed Account, you must submit the appropriate Disclosure of Morgan Stanley Account Form , along with the required documentation (i.e. the advisory agreement or contract with the manager) to Compliance. If the account is managed by a Firm other than Morgan Stanley, you must submit a request in the Outside Business Interests System (the “OBI System”) and arrange for duplicate copies of trade confirmations and statements to be sent to Compliance.

Other Morgan Stanley Accounts

Employee Stock Purchase Plan (ESPP) (no new contributions)

Employee Stock Ownership Plan (ESOP)

Employee Incentive Compensation Plan (EICP)

Morgan Stanley Compensation Incentive Program (MSCIP)

Morgan Stanley 401(k) (401(k) Plan)

You do not have to pre-clear participation in the ESOP, EICP MSCIP or 401(k) Plan with Compliance. However, you must disclose participation in any of these plans as part of the quarterly reporting process upon initial participation, and in annual certifications.

Non-Morgan Stanley Accounts

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and require Compliance approval. If your request is approved, you will be required to ensure that duplicate confirmations and statements are sent to Compliance. Requirements may vary in non-U.S. offices.

If you open an outside account without obtaining Compliance approval, you must immediately disclose it to Compliance. You may be required to close such account.

Maintaining a non-Morgan Stanley 401(k) plan or similar account that permits you to trade covered securities must be approved by Compliance.

Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.

Fully Managed ISAs (i.e., an independent manager makes the investment decisions) may be established and maintained without the prior approval of Compliance, provided that you exercise no influence or control on stock selection or other investment decisions. Non-discretionary ISAs (including single company ISAs), where you make investment decisions, may only be established and maintained as long as the account is pre-approved by Compliance, duplicate statements are supplied to Compliance and applicable reporting requirements are met. Once a Fully Managed ISA is established, it must be disclosed to Compliance in the OBI System.

Mutual Fund Accounts

You may open an account for the purpose of transacting in open-end Mutual Funds, including Sub-Advised and Proprietary Mutual Funds (i.e. an account directly with a fund transfer agent) without prior approval from Compliance.

Issuer Purchase Plans

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by submitting the DRIP Form to your local Compliance group and pre-clearing the initial purchase and any sales. You must also report DRIP holdings to Compliance as part of the annual certification process.

Investment Clubs

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.

529 Plans

You do not have to obtain approval from Compliance to participate in a 529 plan.

III.

TRADE PRE-CLEARANCE/RESTRICTIONS

General

You are required to pre-clear all personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds. Transactions involving Exempt Securities, including Proprietary and Sub-Advised Mutual Funds, do not require pre-clearance. See the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is required. In keeping with the general principles and objectives of the Code, Compliance, in its sole discretion, may refuse to grant approval of a personal securities transaction, without specifying a reason for the refusal.

Personal trade requests will be denied if there is an open order for any Client in the same security or related security at the time the personal trade request is submitted. Exemptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.

Any transaction that is prohibited by the Code may be required to be reversed and any profits (or any differential between the sale price of the personal security transaction and the subsequent purchase or sale price by a Client during the relevant period) subject to disgorgement. See “Enforcement and Sanctions” below.

Initiating a Transaction

Pre-clearance is obtained by entering your trade request into the Trade Pre-Clearance system. (Type “TPC” into your internet browser.) Upon completion of the necessary checks, Compliance will notify you promptly regarding your request, generally on the same business day. Pre-Clearance Valid for One Day Only

If your trade request is approved, such approval is valid only for the day on which it is granted. Any transaction not completed on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. ⁵

⁵	In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

Restrictions and Requirements for Portfolio Managers and Investment Personnel

No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client. A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.

Investment Personnel who have knowledge of a Portfolio Manager’s trading activity are subject to the same seven day blackout period. Investment Personnel must obtain approval from their manager or his/her designee prior to obtaining pre-clearance by Compliance.

Employees Designated to be “Above the Wall”

Employees in the MSIM Legal and Compliance Division and the MSIM Global Risk & Analysis Division are designated to be above the wall and their personal securities transactions are subject to additional pre-clearance checks with the Control Group. Other employees may also be subject to the above-the-wall checks as deemed necessary by Compliance.

Transacting in Morgan Stanley Securities

Transacting in, including the gifting of, Morgan Stanley securities must take place during designated window periods. Consult MS Today for the window period announcement prior to trading. Except as noted below for Access Persons, if you are transacting in Morgan Stanley securities through a brokerage account, you are not required to pre-clear the transaction with Compliance. Similarly, you do not have to pre-clear transactions in Morgan Stanley securities sold out of your EICP, ESOP, ESPP or 401(k) Plan. All other holding and reporting requirements for Covered Securities still apply.

Transactions in Morgan Stanley securities effected by MSIMJ employees are subject to a six month holding period.

Additional Restrictions for Access Persons Transacting in Morgan Stanley Securities . All transactions in Morgan Stanley securities must occur during the designated 30-day open window period each quarter. Compliance communicates the open and closed window periods applicable to Access Persons each quarter. During an open window period, Access Persons are required to pre-clear transactions in Morgan Stanley securities through TPC . This includes transactions made in the Morgan Stanley securities fund of the 401(k) Plan or shares held externally from previous Firm-sponsored plans (e.g., Computershare, Equiniti).

Positions in Morgan Stanley securities must be held for a minimum of 30 calendar days. A six-month holding period applies to the Firm’s Management and Operating Committee members for positions in Morgan Stanley securities. Shares received as part of equity-based compensation are exempt from the holding period requirements. You are prohibited from buying or selling Morgan Stanley securities if you are in possession of material, non-public information regarding Morgan Stanley.

Trading Derivatives

You may not trade futures, forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps. You are prohibited from selling (“writing”) a put. The following is a list of permitted options trading:

Call Options

Listed Call Options. You may purchase a listed call option if the call option has a “period to expiration” of at least 30 days from the date of purchase and you hold the call option for at least 30 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 days.

Covered Calls . You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding amount) for at least 30 days.

Put Options

Listed Put Options. You may purchase a listed put option if the put option has a “period to expiration” of at least 30 days from the date of purchase and you hold the put option for at least 30 days prior to sale. If you purchase a put option on a security you already own, you may exercise the put once you have held the underlying security for 30 days.

You

must obtain pre-clearance from Compliance to exercise an option or purchase or sell an option.

Other Restrictions

Primary and Secondary Public Offerings . You and your Employee Securities Account(s) are generally prohibited from purchasing any equity security in an initial public offering. In addition, unless otherwise notified by Compliance, you may not purchase an equity security that is part of a primary or secondary offering that the Firm is underwriting or selling until the distribution has been completed. Accordingly, you must consult Compliance prior to purchasing an equity security in a primary or secondary public offering to determine whether any restrictions apply. Note that this restriction also applies to your immediate family, regardless of whether the securities are purchased into an Employee Securities Account.

Purchases of new issue debt are permitted, provided such purchases are pre-cleared by Compliance and meet other relevant requirements of the Code.

Short Sales . You may not engage in short selling of Covered Securities.

Restricted List . You may not transact in Covered Securities that appear on the Firmwide Restricted List. Compliance will check the Restricted List as part of its pre-clearance process.

Other Activities Requiring Pre-Clearance

The following activities also require pre-clearance:

•

Outside Activities

•

Transactions in Private Investments

•

Political Contributions

IV.

HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS

Proprietary and Sub-advised Mutual Funds

You may not redeem or exchange Proprietary or Sub-Advised Mutual Funds until at least 30 calendar days from the purchase trade date.

Covered Securities

You may not sell a Covered Security until you have held it for at least 30 days. If you sell a Covered Security, you may not repurchase the same security for at least 30 days.

Holding Requirements Specific to MSIMJ Employees

When selling equity and equity-linked notes, Covered Persons at MSIMJ must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in Morgan Stanley securities.

V.	REPORTING REQUIREMENTS

Initial Reporting and Certification

When you commence employment with MSIM or otherwise become a Covered Person, you must provide an Other Outside Investments Disclosure Form (the “Initial Report”) to Compliance no later than 10 days after you become a Covered Person. The information you provide must not be more than 45 days old from the day you became a Covered Person and must include:

•

the title and type, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;

•

the name of any broker-dealer, bank or financial institution where you maintain an account in which any securities are held;

•

any Outside Activities; and

•

the date you submitted the Initial Report.

All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code. If you have any questions, contact your local Compliance group.

Quarterly Reporting and Certification

You must submit a Quarterly Report to Compliance no later than 30 calendar days after the end of each calendar quarter, or in accordance with regulatory requirements applicable to your region. The Quarterly Report must contain the information set forth below.

•

For transactions in an Employee Security Account during the previous quarter you must provide:

•

the date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;

•

the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);

•

the price of the security at which the transaction was effected;

•

the name of the broker-dealer or bank with or through which the transaction was effected; and

•

the date you submitted the Quarterly Report.

You do not have to submit a Quarterly Report if it would duplicate information provided in broker trade confirmations or account statements that Compliance already receives or may access.

•

For any new account established by you during the previous quarter in which any securities are held for your direct or indirect benefit, you must provide:

•

the name of the broker-dealer, bank or financial institution with which you established the account;

•

the date the account was established; and

•

the date you submitted the Quarterly Report.

A reminder to complete the Quarterly Report will be provided to you by Compliance.

C. Annual Reporting and Certification

You must update, as applicable, and certify to the following information on an annual basis (the “Annual Report”):

•

a list of your current Morgan Stanley brokerage account(s);

•

a list of all securities and principal amount beneficially owned by you in these account(s);

•

a list of all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Investments and Outside Activities;

•

a list of all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k) accounts and any securities held in certificate form); and

•

a list of broker-dealers, banks or financial institutions with which you maintain an account in which any securities are held.

The information in the Annual Report must not be more than 45 days old from the day you submit it to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code.

The link to the Annual Report will be provided to you by Compliance.

VI.

OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS

Approval to Engage in an Outside Activity

You may not engage in any Outside Activity, regardless of whether or not you receive compensation , or are asked to engage in such activity by the Firm, without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity.

Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation), setting up a holding company for investments or investing in rental properties. Generally, Compliance will not approve any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not in competition with those of the Firm.

A request to serve on the board of any company, particularly the board of a public company, will be granted in very limited instances only. If you receive approval, your directorship may be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

Approval to Invest in a Private Investment

You may not invest in a Private Investment of any kind without prior approval from Compliance. Private Investments include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).

Pre-Clearance Process

You may request pre-clearance of Outside Activities and Private Investments by typing “OBI” into your intranet browser.

VII.

CONSULTANTS AND TEMPORARY WORKERS

Consultants and other temporary workers who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM must adhere to the following:

•

Initial, quarterly and annual reporting;

•

Provision of duplicate trade confirmations and account statements to Compliance for transactions in any Covered Security;

•

Prohibition against participating in any IPOs;

•

Pre-clearance of Outside Activities and Private Investments.

Certain Consultants or temporary workers may be required to pre-clear all personal securities transactions in Covered Securities. Consultants or temporary workers that are hired for positions lasting more than one year are required to transfer brokerage accounts to a Morgan Stanley Broker.

VIII.

REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Exceptions are granted only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.

IX.

ENFORCEMENT AND SANCTIONS

Violations of the Code are reported to the Head of MSIM Compliance and, on a quarterly basis, to senior management and the applicable funds’ board of directors. Compliance may issue letters of warning/education or impose sanctions as appropriate, including notifying the Covered Person’s manager, issuing a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment. The following is a schedule of sanctions that may be imposed for failure to abide by the requirements of the Code. Violations are considered on a cumulative basis. These sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions, including imposition of more severe sanctions, if deemed warranted by the facts and circumstances of each situation. MSIM management, including the Head of MSIM Compliance, is authorized to determine the choice of actions to be taken in specific cases.

Sanctions may vary based on regulatory concerns in your jurisdiction.


TRADING VIOLATIONS		SANCTION
Front running (trading ahead of a Client)		Each incident to be considered on case by case basis: possible termination and reporting to regulatory authorities

Insider trading (trading on material non-public information)		Each incident to be considered on a case by case basis: possible termination and reporting to regulatory authorities


TRADING VIOLATIONS	SANCTION
Failing to obtain authorization for a trade, including non-proprietary Private Investments or trading on day after pre-clearance is granted for a personal securities transaction Trading within 30 day holding period (6 months for MSIMJ) Access Persons trading Morgan Stanley Securities outside of the window period or without pre-clearance Trading in seven day blackout period Participating in an IPO	1 ^st Offense	Letter of warning; possible reversal of trade with any profits donated to charity
	2 ^nd Offense	Non-Investment Personnel except Managing Directors : Letter of warning; possible reversal of trade with any profits donated to charity plus a fine of $200 USD Investment Personnel and all Managing Directors : Letter of warning; possible reversal of trade with any profits donated to charity plus a discretionary fine of $1,000
	3 ^rd Offense	Letter of warning; possible reversal of trade with any profits donated to charity plus a fine equal to the greater of $1,000 USD or 5% of the net trade amount donated to charity and a 3-month trading ban

DISCLOSURE/ACKNOWLEDGEMENT VIOLATIONS	SANCTION
Failing to complete documentation or meet reporting requirements (i.e. Annual Certification or Code of Ethics acknowledgement; provision of statements and confirms) in a timely manner Failing to disclose an Outside Business Activity or a private investment including Morgan Stanley funds, transactions in privately held corporations, limited partnerships, tax shelters and similar privately offered deals including hedge funds Failing to obtain approval for an outside brokerage account	1 ^st Offense	Letter of warning; account moved to Morgan Stanley broker immediately
	2 ^nd Offense	Letter of warning; account moved to Morgan Stanley broker immediately; plus a $200 fine
	3 ^rd Offense	Letter of warning; account moved to Morgan Stanley broker immediately; plus a $300 fine

X.	RELATED POLICIES

In addition to this Code, you are also subject to the policies and procedures documented in the Compliance Manual applicable to your region; the Global Employee Trading and Investing Policy; the Morgan Stanley Code of Conduct; the Policy on U.S. Political Contributions and Activities; and the MSIM Global Gifts and Entertainment Policy (requirements may vary in non-U.S. offices).

SCHEDULE A

SECURITIES TRANSACTION MATRIX


TYPE OF SECURITY	Pre-Clearance Required	Reporting Required	Holding Required
Covered Securities
Pooled Investment Vehicles :
Closed-End Funds	Yes	Yes	Yes
Open-End Mutual Funds advised by MSIM	No	Yes	Yes
Open-End Mutual Funds sub-advised by MSIM	No	Yes	No
Unit Investment Trusts	No	Yes	No
Exchange Traded Funds (ETFs)	Yes	Yes	Yes
Exchange Traded Notes (ETNs)	Yes	Yes	Yes
Equities :
Morgan Stanley securities ⁶	No	Yes	Yes
Common Stocks	Yes	Yes	Yes
Listed depository receipts e.g. ADRs, ADSs, GDRs	Yes	Yes	Yes
DRIPs ⁷	Yes	Yes	Yes
Stock Splits	No	Yes	Yes
Rights	Yes	Yes	Yes
Stock Dividend	No	Yes	Yes
Warrants (Listed and Exercised)	Yes	Yes	Yes
Preferred Stock	Yes	Yes	Yes
JREIT	Yes	Yes	Yes
Initial Public Offerings (equity IPOs)	PROHIBITED
Hedge Funds	Yes	Yes	No
Private Investments in Public Equity Securities (PIPES)	PROHIBITED
Derivatives
Morgan Stanley (stock options)	Yes	Yes	Yes
Common Stock Options	Yes	Yes	Yes
Spot FX	No	Yes	Yes
Forward Contracts (including currency forwards)	PROHIBITED
Commodities	PROHIBITED
OTC warrants or swaps	PROHIBITED
Futures	PROHIBITED

⁶	Employees may transact in Morgan Stanley securities during designated window periods. In addition, the pre-clearance of transactions in Morgan Stanley securities is required for all Access Persons.

⁷	Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.


TYPE OF SECURITY	Pre-Clearance Required	Reporting Required	Holding Required
Fixed Income Instruments :
Fannie Mae	Yes	Yes	Yes
Freddie Mac	Yes	Yes	Yes
Corporate Bonds	Yes	Yes	Yes
Convertible Bonds (converted)	Yes	Yes	Yes
Municipal Bonds	Yes	Yes	Yes
New Issues (fixed income)	Yes	Yes	Yes
High Yield Securities		PROHIBITED
Private Investments (e.g. limited partnerships)	Yes	Yes	N/A
Outside Activities	Yes	Yes	N/A
Investment Clubs	PROHIBITED
Exempt Securities
Mutual Funds (open-end) not advised or sub-advised by MSIM	No	Yes	No
US Treasury/Sovereign Debt ⁸	No	No	No
CDs	No	No	No
Money Market Funds	No	No	No
GNMA	No	No	No
Commercial Paper	No	No	No
Bankers’ Acceptances	No	No	No
Investment Grade Short-Term Debt Instruments ⁹	No	No	No

⁸	Sovereign debt securities rated AA or higher.

⁹	For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.

SCHEDULE B

INVESTMENT MANAGEMENT DIVISION

(excluding Merchant Banking and Real Estate Investing)

Registered Investment Advisers

Morgan Stanley Investment Management Inc.

Morgan Stanley AIP GP LP

Private Investment Partners, Inc.

Morgan Stanley Investment Management Limited (MSIM Ltd.)

Morgan Stanley Investment Management Company (Singapore)

Morgan Stanley Investment Management (Japan) Co., Ltd. (MSIMJ)

Registered Commodity Pool Operator/Commodity Trading Adviser

Ceres Managed Futures LLC

Investment Advisers that are not Registered

Morgan Stanley Investment Management Private Limited (MSIM Private Limited)

Morgan Stanley Investment Management Proprietary (Pty) Limited (Australia)

Broker-Dealer

Morgan Stanley Distribution Inc.

Foreign Broker-Dealer

Morgan Stanley & Co. International plc (with respect to Investment Management Employees only)

Transfer Agent

Morgan Stanley Services Company Inc.

Global In-house Center (India)

Morgan Stanley Advantage Services Pvt. Ltd. (with respect to Investment Management Employees only)

Morgan Stanley Solutions India Pvt. Ltd. (with respect to Investment Management Employees only)

CODE OF ETHICS FOR PERSONAL INVESTING

Fidelity Fund Access Version

2015

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Code of Ethics for Personal Investing

The Fund Access Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for personal benefit. This version applies to officers, directors, and employees of Fidelity companies that are involved in the management and operations of Fidelity’s funds or have access to non-public information about the funds, including investment advisers to the funds, the principal underwriter of the funds, and anyone designated by the Ethics Office. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you.

Code of Ethics for Personal Investing

Rules for All Employees Subject to This Code of Ethics

What’s Required

Acknowledging that you understand the rules

Complying with securities laws

Reporting violations to the Ethics Office

Disclosing securities accounts and holdings in covered securities

Moving covered accounts to Fidelity

Moving holdings in Fidelity funds to Fidelity

Disclosing transactions of covered securities

Disclosing gifts and transfers of ownership of covered securities

Getting approval before engaging in private securities transactions

Getting prior approval to serve as a director

Clearing trades in advance (pre-clearance)

Surrendering 60-day gains (60-Day Rule)

What’s Prohibited

Trading restricted securities

Selling short

Participating in an IPO

Participating in an investment club

Investing in a hedge fund

Excessive trading

Buying securities of certain broker-dealers

Trading after a research note

Profiting from knowledge of fund transactions

Influencing a fund to benefit yourself or others

Attempting to defraud a client or fund

Using a derivative to get around a rule

Additional Rules for Traders, Research Analysts, and Portfolio Managers

All rules listed above, plus the rules in this section

What’s Required

Notification of your ownership of covered securities in a research note

Disclosing trading opportunities to the funds before personally trading

What’s Prohibited

Trading within seven days of a fund you manage

The Rules for Employee Investing are fairly comprehensive. They cover most of the personal investing situations a Fidelity employee is likely to experience. Yet it’s always possible you will encounter a situation that isn’t fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles:

1. Know the policy.

If you think your situation isn’t covered, check again. It never hurts to take a second look at the rules.

2. Seek guidance.

Asking questions is always appropriate. Talk with your manager or the Ethics Office if you’re not sure about the policy requirements or how they apply to your situation.

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3. Use sound judgment.

Analyze the situation and weigh the options. Think about how your decision would look to an outsider. Understanding and following the Rules for Employee Investing is one of the most important ways we can ensure that our customers’ interests always come first.

Ethics Office

Phone

(001) 617-563-5566

(001) 800-580-8780

Fax

(001) 617-385-0939

E-mail

ethics.office@fmr.com

Mail zone

WG3D

Web

MyCompliance.fmr.com

Pre-Clearance

Web

Internal

preclear.fmr.com

External

preclear.fidelity.com

Phone

(001) 617-563-6109

(001) 800-771-2707

To call the phone numbers from outside the United States or Canada, dial “001” before the number.

Other policies you should be aware of

There are other policies that you need to be familiar with, including:

•

Professional Conduct Policies. Global Policy on Personal Conflicts of Interests and other Fidelity wide policies (available at Policy.fmr.com)

•

Equal Employment Opportunity and Policy Prohibiting Discrimination and Harassment (available at Policy.fmr.com)

•

Electronic Communications, Social Media & Systems Usage Policy (available at Policy.fmr.com)

•

Information Security practices (available at InfoSecurity.fmr.com)

•

Anti–Money Laundering Policy & Procedures (available at MyCompliance.fmr.com)

•

Corporate Policy on Business Entertainment and Workplace Gifts (available at MyCompliance.fmr.com)

•

Corporate Policy on Outside Activities (available at MyCompliance.fmr.com)

•

Global Anti- Corruption Policy and applicable Supplements to the Global Anti-Corruption Policy (available at MyCompliance.fmr.com)

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Code of Ethics for Personal Investing

Fund Access Version

Following the rules — in letter and in spirit

This Fund Access Version of the Code of Ethics contains rules about owning and trading securities for personal benefit. Certain rules, which are noted, apply both to you and to anyone else who is a covered person (see Key Concepts).

You have a fiduciary duty to never place your own personal interests ahead of the interests of Fidelity’s clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. It also means avoiding any actual or potential conflicts of interest with the funds or Fidelity when managing your personal investments.

Because no set of rules can anticipate every possible situation, it is essential that you follow these rules not just in letter, but in spirit as well. Any activity that compromises Fidelity’s integrity, even if it does not expressly violate a rule, has the potential to harm Fidelity’s reputation and may result in scrutiny or further action from the Ethics Office.

WHAT’S REQUIRED

Acknowledging that you understand the rules

When you begin working for Fidelity, and again each year, you are required to:

•

acknowledge that you understand and will comply with all rules that apply to you

•

authorize Fidelity to have access to all of your covered accounts (see Key Concepts) and to obtain and review account and transaction data (including duplicate copies of non-Fidelity account statements) for compliance or employment related purposes

•

acknowledge that you will comply with any new or existing rules that become applicable to you in the future

To Do

•

Promptly respond to the e-mail you receive from the Ethics Office each year requiring you to acknowledge the Code of Ethics.

•

New employees need to respond within 10 days of hire.

Respond to the e-mail that you receive from the Ethics Office to acknowledge your understanding of the rules.

Complying with securities laws

In addition to complying with these rules and other company-wide policies, you need to comply with U.S. securities laws and any other securities laws to which you are subject.

Reporting violations to the Ethics Office

If you become aware that you or someone else has violated any of these rules, you need to promptly report the violation.

To Do

•

Call the Ethics Office Service Line at (001) 617-563-5566 or (001) 800-580-8780.

•

Call the Chairman’s Line at (001) 800-242-4762 if you would prefer to speak on a non-recorded line.

Disclosing securities accounts and holdings in covered securities

You must disclose all securities accounts — those that hold covered securities (see Key Concepts) and those that do not. You must also disclose all covered securities not held in an account. This rule covers not only securities accounts and holdings under your own name or control, but also those under the name or control (including trading discretion or investment control) of your covered persons (see Key Concepts). It includes accounts held at Fidelity as well as those held at other financial institutions. Information regarding these holdings must not be more than 45 days old when you submit it.

To Do

Employees newly subject to this rule

•

Within 10 days of hire or of being notified by the Ethics Office that this version of the Code of Ethics applies to you, submit an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) showing all of your securities accounts and holdings in covered securities not held in an account. Submit the most recent statement for each account listed to the Ethics Office if not held at Fidelity. If you do not have any securities accounts or applicable holdings, check the appropriate box in the online form confirming that you have nothing to disclose.

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Current employees

•

Each year, you will receive an Annual Accounts and Holdings Disclosure. You will be required to confirm that all information previously disclosed is accurate and complete.

•

As soon as any new securities account is opened, or a preexisting securities account becomes associated with you (such as through marriage or inheritance), complete an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) with the new information and submit it promptly to the Ethics Office.

•

On your next Quarterly Trade Verification, confirm that the list of disclosed securities accounts in the appropriate section of the report is accurate and complete.

KEY CONCEPTS

These definitions encompass broad categories, and the examples given are not all-inclusive. If you have any questions regarding these definitions or application of these rules to a person, security, or account that is not addressed in this section, you can contact the Ethics Office for additional guidance.

Covered person

Fidelity is concerned not only that you observe the requirements of the Code of Ethics, but also that those in whose affairs you are actively involved observe the Code of Ethics. This means that the Code of Ethics can apply to persons owning assets over which you have control or influence or in which you have an opportunity to directly or indirectly profit or share in any profit derived from a securities transaction. This includes:

•

you

•

your spouse or domestic partner who shares your household

•

any other immediate family member who shares your household and:

•

is under 18, or

•

is supported financially by you or who financially supports you

•

anyone else the Ethics Office has designated as a covered person

This is not an exclusive list, and a covered person may include, for example, immediate family members who live with you but whom you do not financially support, or whom you financially support or who financially support you but who do not live with you. If you have any doubt as to whether a person would be considered a “covered person” under the Code of Ethics, contact the Ethics Office.

Immediate family member

Your spouse, or domestic partner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage:

•

children, stepchildren, and grandchildren

•

parents, stepparents, and grandparents

•

siblings

•

parents-, children-, and siblings-in-law

Covered account

The term “covered account” encompasses a fairly wide range of accounts. Important factors to consider are:

•

your actual or potential investment control over an account, including whether you have trading authority, power of attorney, or investment control over an account

Specifically, a covered account is a brokerage account or any other type of account that holds, or is capable of holding, a covered security, and that belongs to, or is controlled by (including trading discretion or investment control), any of the following:

•

a covered person

•

any corporation or similar entity where a covered person is a controlling shareholder or participates in investment decisions by the entity

•

any trust of which you or any of your covered persons:

•

participates in making investment decisions for the trust

•

is a trustee of the trust

•

is a settlor who can independently revoke the trust and participate in making investment decisions for the trust

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Exception

With prior written approval from the Ethics Office, a covered account may qualify for an exception from these rules where:

•

it is the account of a non-profit organization and a covered person is a member of a board or committee responsible for the investments of the organization, provided that the covered person does not participate in investment decisions with respect to covered securities

•

it is an educational institution’s account that is used in connection with an investment course that is part of an MBA or other educational program and a covered person participates in investment decisions with respect to the account

Fidelity fund

The terms “fund” and “Fidelity fund” mean any investment company or pool of assets that is advised or subadvised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity.

Issuer

An entity, including its wholly owned bank branch, foreign office, or term note program that offers securities or other financial instruments to investors.

Discretionary managed account

A covered account may be eligible for certain exceptions, as specified in the Code of Ethics, with prior written approval of the Ethics Office validating that the covered account is managed by a third-party investment adviser who has discretionary trading authority over that covered account. To qualify for this exception, the third-party investment adviser must exercise all trading discretion over the covered account and will not accept any order to buy or sell specific securities from the employee or any other covered person. An approved discretionally managed account will still be subject to the Code of Ethics and all provisions in the Code of Ethics unless otherwise stated in a specific exception.

Covered security

This definition applies to all persons subject to this version of the Code of Ethics. Covered securities include securities in which a covered person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities, and encompasses most types of securities, including, but not limited to:

•

shares of Fidelity mutual funds (except money market funds), including shares of Fidelity funds in a 529 Plan

•

shares of another company’s mutual fund if it is advised by Fidelity (check the prospectus to see if this is the case)

•

interests in a variable annuity or life insurance product in which any of the underlying assets are held in funds advised by Fidelity, such as Fidelity VIP Funds (check the prospectus to see if this is the case)

•

interests in Fidelity’s deferred compensation plan reflecting hypothetical investments in Fidelity funds

•

interests in Fidelity’s deferred bonus plan (ECI) reflecting hypothetical investments in Fidelity funds

•

shares of stock (of both public and private companies)

•

ownership units in a private company or partnership

•

corporate and municipal bonds

•

bonds convertible into stock

•

options on securities (including options on stocks and stock indexes)

•

security futures (futures on covered securities)

•

shares of exchange traded funds (ETFs)

•

shares of closed-end funds

Exceptions

The following are not considered covered securities (please note that accounts holding non covered securities still require disclosure):

•

shares of money market funds (including Fidelity money market funds)

•

shares of non-Fidelity open-end mutual funds (including shares of funds in non-Fidelity 529 plans)

•

shares, debentures, or other securities issued by FMR LLC to you as compensation or a benefit associated with your employment

•

U.S. Treasury securities

•

obligations of U.S. government agencies with remaining maturities of one year or less

•

money market instruments, such as certificates of deposit, banker’s acceptances, and commercial paper

•

currencies

•

commodities (such as agricultural products or metals), and options and futures on commodities that are traded on a commodities exchange

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Automatic investment plan

A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts according to a set schedule and allocation.

Moving covered accounts to Fidelity

You and your covered persons need to maintain all covered accounts (see Key Concepts) at Fidelity Brokerage Services LLC (FBS).

Exceptions

With prior written approval from the Ethics Office, you and your covered persons can maintain a covered account at a broker-dealer other than FBS if any of the exceptions below apply. Note that approval must be obtained prior to opening any new covered account outside FBS:

•

it contains only securities that cannot be transferred

•

it exists solely for investment products or investment services that FBS does not provide – Note: approval will not be granted for requests based on ancillary account features or promotional offers

•

it exists solely because your covered person’s employer also prohibits external covered accounts

•

it is a discretionary managed account (see Key Concepts)

•

it is associated with an ESOP (employee stock option plan) in which a covered person is a participant through his or her current employer, or was from a previous employer, and for which the employee has options that have not yet vested

•

it is associated with an ESPP (employee stock purchase plan) in which a covered person is a participant through his or her current employer

•

it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company (collectively, “automatic investment plans”) in which regularly scheduled purchases are made or planned on a monthly basis

•

it is required by a trust agreement

•

it is associated with an estate of which you or any of your covered persons is the executor and involvement with the account is temporary

•

transferring the account would be inconsistent with other applicable rules

To Do

•

Transfer assets to an FBS account.

•

Close all external covered accounts except for those that you have received written permission to maintain. Note that you must disclose all covered accounts which were still open as of your date of hire, even if those accounts are in process of being closed or transferred to an FBS account.

•

For permission to maintain an external covered account, submit a completed Exception Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Follow the specific instructions for each type of account and provide a current statement for each account.

•

Comply with any Ethics Office request for duplicate reporting, such as account statements and transaction reports.

Moving holdings in Fidelity funds to Fidelity

You and your covered persons need to maintain holdings in shares of Fidelity funds in a Fidelity account.

Exceptions — No Approval Required

You and your covered persons can continue to maintain a preexisting interest in either of the following:

•

a Fidelity money market fund

•

a variable annuity or life insurance product whose underlying assets are held in Fidelity advised funds

Exceptions — Approval Required

With prior written approval from the Ethics Office, you and your covered persons can maintain holdings in Fidelity funds in an account outside Fidelity if any of the following apply:

•

the holdings are in a defined benefit or contribution plan, such as a 401(k), that is administered by a company at which a covered person is currently employed

•

the holdings are in a retirement plan and transferring them would result in a tax penalty

•

the holdings are in a discretionary managed account (see Key Concepts)

•

maintaining the holdings in the external account is required by a trust agreement

•

the holdings are associated with an estate of which you or any of your covered persons is the executor and involvement with the account is temporary

•

you can show that transferring the holdings would create a significant hardship

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To Do

•

Transfer shares of Fidelity funds to a Fidelity account except for those that you have received written permission to maintain.

•

For permission to maintain shares of Fidelity funds in an account at another financial institution, submit a completed Exception Request Form (available at MyCompliance.fmr.com). Attach a current statement for each account you list on the form. Forward the form and statement(s) to the Ethics Office.

Disclosing transactions of covered securities

You need to disclose transactions in covered securities made by you and your covered persons. For accounts held at FBS that you have disclosed, the Ethics Office will receive transaction reports automatically. For approved covered accounts held outside FBS, comply with any Ethics Office requests for duplicate reporting.

For any other transactions in covered securities (for example, if you or any of your covered persons purchases interests in a Fidelity- advised investment product in a non-broker age account outside Fidelity), you need to disclose this transaction information to the Ethics Office.

Exception

You do not have to report transactions in a covered account if the transactions are being made through an approved discretionary managed account or under an automatic investment plan (see Key Concepts), and the details of the account or plan have been provided to the Ethics Office.

To Do

•

For transactions in covered securities not made through a covered account, submit a completed Securities Transaction Report (available at MyCompliance.fmr.com) to the Ethics Office within 30 days following the end of the quarter in which the transaction was completed.

•

When requested each quarter, promptly confirm or update your transaction history in covered securities on the Quarterly Trade Verification.

•

Provide the details of any automatic investment plan to the Ethics Office.

Disclosing gifts and transfers of ownership of covered securities

You need to notify the Ethics Office of any covered securities that you or your covered persons give, donate, or transfer to another party, or that you or your covered persons receive from another party. This includes, among other things, inheritances of covered securities and donations of covered securities to charities.

To Do

•

Complete a Securities Transaction Report (available at MyCompliance.fmr.com) within 30 days following the end of the quarter during which the gift or transfer was made.

•

When requested each quarter, promptly confirm or update your history of giving, donating, transferring, or receiving covered securities on the Quarterly Trade Verification.

Exception

•

You do not have to submit a Securities Transaction Report for any gifts, donations, or transfers of covered securities if being made to a Fidelity Charitable Giving Account. The Ethics Office will arrange to get reporting from Fidelity Charitable and will update the Quarterly Trade Verification.

Getting approval before engaging in private securities transactions

You and your covered persons need prior written approval from the Ethics Office for each and every intended investment in a private placement or other private securities transaction in covered securities, including non-public limited entities (e.g., limited partnerships, LLCs, S Corporations, or other legal entities). This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received.

To Do

•

Before engaging in any private securities transaction, fill out a Private Transaction Request Form (available at MyCompliance.fmr.com).

•

Get the necessary approval from your manager or other authority, as described on the request form.

•

Submit the request to the Ethics Office and await approval.

•

Report the final transaction within 30 days following the end of the quarter in which it was completed using a Securities Transaction Report (available at MyCompliance.fmr.com).

•

When requested each quarter, promptly confirm or update your transaction history in private securities transactions on the Quarterly Trade Verification.

•

Confirm your holdings on your Annual Accounts and Holdings Disclosure

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For private securities transactions offered by a Fidelity company, the Ethics Office will typically preapprove such investments for employees who are offered an opportunity to invest. In such cases, you will receive a notification that the offering has been preapproved by the Ethics Office.

Getting prior approval to serve as a director

You need to get prior approval to serve as a director or trustee of any publicly traded company, or of a non-Fidelity privately held for-profit or nonprofit company that is likely to issue shares. Approval would be granted only under extraordinary circumstances and would depend on a determination that the activity will not conflict with the best interests of the funds and their shareholders. Note that the Corporate Policy on Outside Activities (available at MyCompliance.fmr.com) requires prior written approval for other activities as well, including accepting additional employment outside Fidelity or participating in an activity that may create an actual or perceived conflict of interest with Fidelity.

To Do

•

Request written approval from both your manager and the Ethics Office before participating in any activities outside Fidelity by submitting a New Outside Activity Request using the Compliance Online Reporting system (available at MyCompliance.fmr.com).

Delegating pre-clearance responsibilities

In very limited circumstances, you may, with the prior written approval of the Ethics Office, designate someone to obtain preclearance approvals for you. In such a case, the agent is responsible for obtaining the correct approvals, and you are responsible for maintaining reasonable supervision over that person’s activities related to pre-clearance.

Clearing trades in advance (pre-clearance)

You and your covered persons must obtain prior approval from the Ethics Office for any orders to buy, sell, or tender a covered security (see “How to Pre-Clear a Trade” in the sidebar). The purpose of this rule is to reduce the possibility of conflicts between personal trades in covered securities and trades made by the funds. When you apply for pre-clearance, you are not just asking for approval, you are giving your word that you and your covered persons:

•

do not have any inside information on the security you want to trade (see Policy on Inside Information )

•

are not using knowledge of actual or potential fund trades to benefit yourself or others

•

believe the trade is available to the general investor on the same terms

•

will provide any relevant information requested by the Ethics Office

Generally, requests will not be approved if it is determined that you may take advantage of trading by the funds or create an actual or perceived conflict of interest with fund trades.

Note: if a non-covered person has authority to trade on one of your covered account(s), the non-covered person is also expected to pre-clear trades for that covered account.

The rules of pre-clearance

You and your covered persons must obtain preclearance approval before placing any orders to buy, sell, or tender a covered security. It is important to understand the following rules before requesting pre-clearance for a trade:

•

You have to request - and receive – pre-clearance approval during the market session in which you want to trade and prior to placing the trade.

•

Pre-clearance approval is only good during the market session for which you receive it. If you do not trade during the market session for which you were granted approval, it expires.

•

Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted.

•

Check the status of all orders at the end of the market session and cancel any orders that have not been executed. If any covered person leaves an order open and it is executed the next day (or later), it will generate a violation that will be assigned to you.

•

Trade only during the regular market hours, or the after-hours trading session, of the exchange(s) where the security in question is traded.

•

Place requests for pre-clearance after the market has been open for a while, as pre-clearance is not available right at market opening. To find out when pre-clearance for a given market typically becomes available, contact the Ethics Office.

•

Unless an exception listed below applies or the Ethics Office has instructed you otherwise, these pre-clearance rules apply to all your covered accounts — including Fidelity accounts and any outside covered accounts that belong to you or any of your covered persons.

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Exceptions

You do not need to pre-clear trades or transactions in certain covered securities. These include:

•

shares of Fidelity funds

•

exchange-traded funds (ETFs)

•

options and futures that are based on an index (e.g., S&P 100, S&P 500) or that are based on one or more instruments that are not covered securities (e.g. commodities, currencies and U.S. Treasuries; see Key Concepts for an expanded list of non-covered securities)

•

securities being transferred as a gift or a donation

•

automatic dividend reinvestments

•

subscription rights

•

currency warrants

•

the regular exercise of an employee stock option (note that any resulting sale of the underlying stock at current market prices must be pre-cleared)

With the prior written approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:

•

trades in a discretionary managed account (see Key Concepts)

•

trades made through an automatic investment plan, the details of which have been disclosed to the Ethics Office in advance

•

when you can show that a repeated rejection of your pre-clearance request is causing a significant hardship

To Do

•

Before placing any trade in a covered security, pre-clear it using the Fidelity Global Pre-Clearance System, available at preclear.fmr.com (internal) and preclear.fi delity.com (external).

•

Immediately cancel any good-till-cancelled orders in your covered accounts.

To avoid errors, use these step-by-step instructions:

1. Access the Fidelity Global

Pre-Clearance System:

Internal

preclear.fmr.com

External

preclear.fi delity.com

If you are unable to access the Fidelity Global Pre- Clearance System, call the Pre-Clearance Line at (001) 617-563-6109 or (001) 800-771-2707.

Note that pre-clearance for FMR Co. equity traders and their covered persons is not available until noon, local market time.

2. Accurately enter the details of the trade you would like to make. Do not trade unless you receive approval. Note the pre-clearance reference number for your records.

3. Place your order. Be sure your order is for the same security and direction as your pre-clearance approval. Do not place a good-till-cancelled order.

4. Check the status of your order at the end of the market session.

5. Cancel any orders that have not been executed.

Surrendering 60-day gains (60-Day Rule)

Any sale of covered securities in a covered account will be matched against any purchases of that security, or its equivalent, in the same account during the previous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered. For specific information about how certain option transactions are treated under this rule, see the sidebar and the examples below.

In addition, the premium received from the opening of an option position where the expiration of that contract will occur within the next 60 days must be surrendered (e.g. selling a call to open or selling a put to open that expire within 60 days.)

Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.

Exceptions

This rule does not apply:

•

to transactions in shares of Fidelity funds

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•

to transactions in options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225

•

to transactions in options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts for an expanded list of non-covered securities)

•

to transactions made in a discretionary managed account (see Key Concepts) that has been approved by the Ethics Office

•

to transactions under an automatic investment plan, and the details of the plan have been provided to the Ethics Office

•

to tax-planning transactions, provided that there is a demonstration of how the proposed transaction relates to the covered person’s tax strategy; this exception is not automatic, is granted on a case-by- case basis, and requires advanced review and written approval of the Ethics Office

•

when the rule would impose a substantial unforeseen personal financial hardship on the employee; this exception is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Ethics Office (note that an employee seeking relief must establish a bona fide financial hardship, such as unforeseen medical expenses, and should be prepared to demonstrate, among other things, that he or she possesses no other assets to meet the financial need)

Option transactions under the 60-Day Rule

Option transactions can be matched either to a prior purchase of the underlying security or to prior option transactions in the opposite direction.

When matching an option transaction to prior purchases of the underlying security, opening an option position by selling a call or buying a put is treated as a sale and will be matched to any purchases of the underlying security made during the preceding 60 days.

When matching an option transaction to prior option transactions, a closing position is matched to any like opening positions taken during the preceding 60 days.

When exercising an option, the initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding 60 days. The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period.

There is no exception to the 60-Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrendering 60-day gains that would result from an automatic liquidation, you need to cancel the automatic liquidation before it happens.

To Do

•

Before trading a covered security in a covered account that might trigger the 60-Day Rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases are involved. If you have any questions about this provision, call the Ethics Office at (001) 617-563-5566 or (001) 800-580-8780.

•

To request permission for a tax-planning or hardship exception, you must contact the Ethics Office before trading. Allow at least two business days for your request to be considered. Approvals will be based on fund trading and other pre-clearance tests. You are limited to a total of five exceptions per calendar year across all your covered accounts.

EXAMPLES 60 DAYS

Example 1

JAN 20 Buy 100 shares at $16 each

FEB 2 Buy 200 shares at $10 each

MAR 1 Buy 200 shares at $17 each

MAR 25 Sell 100 shares at $15 each

The March 25 sale is matched to the February 2 purchase (not the January 20 purchase, which as more than 60 days prior). Surrendered: $500 ($5 x 100 shares).

Example 2

FEB 2 Buy 100 shares at $10 each

MAR 25 Sell call option to open for 100 shares at $5; receive $500 premium

The March 25 call option sale is matched to the February 2 purchase of the underlying security (the call’s execution price and expiration date are immaterial). Surrendered: $500 (the premium for selling the option).

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Example 3

FEB 2 Sell one call option to open at $5; receive $500 premium

MAR 25 Buy an identical call option to close at $3; pay $300 premium

The March 25 call option purchase is a closing transaction and is matched to the February 2 sale (since that opening transaction was made within 60 days). Surrendered: $200 (difference between premium received and premium paid).

WHAT’S PROHIBITED

Trading restricted securities

Neither you nor your covered persons may trade a security that Fidelity has restricted. If you have been notified not to trade a particular security, neither you nor your covered persons may trade that security until you are notified that the restriction has been removed.

Selling short

The short position in a particular covered security may not exceed the number of shares of that security held in the same account. This prohibition includes the following actions: selling securities short, buying puts to open, selling calls to open, as well as writing straddles, collars, and spreads.

Exceptions

•

Options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.

•

Options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts for an expanded list of non-covered securities).

Selling short

Selling a security that is on loan to you from a broker dealer (rather than owned by you) at the time you sell it.

Options Transactions:

You are not permitted to use the same underlying shares of a security to cover two different options transactions. (e.g., if you own 100 shares of a stock, you can sell 1 covered call or buy 1 protective put using those shares to cover your short position but you cannot execute both option transactions using the same underling shares.

Participating in an IPO

Neither you nor your covered persons are allowed to participate in an initial public offering (IPO) of securities where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers through the Internet.

Exceptions

With prior written approval from the Ethics Office, you or your covered persons may participate if:

•

you or your covered persons have been offered shares because you already own equity in the company

•

you or your covered persons have been offered shares because you are a policyholder or depositor of a mutual company that is reorganizing into a stock company

•

you or your covered persons have been offered shares because of employment with the company

•

you or your covered persons want to participate in an IPO of a closed-end fund

To Do

•

For written approval to participate in an IPO that may qualify as an exception, submit to the Ethics Office a completed IPO Exception Approval Form (available at MyCompliance.fmr.com).

•

Do not participate in any IPO without prior written approval from the Ethics Office.

Participating in an investment club

Neither you nor your covered persons may participate in an investment club or similar entity.

Investing in a hedge fund

Neither you nor your covered persons may invest in a hedge fund, alternative investment, or similar investment product or vehicle.

Exceptions

•

Investment products or vehicles issued or advised by Fidelity.

•

A hedge fund, alternative investment, or similar investment product or vehicle that you or your covered persons bought before joining Fidelity. You must show that you and your covered persons have no influence over the product’s or vehicle’s investment decisions and that the investment cannot be readily liquidated or

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that liquidation would cause a significant hardship. The prior written approval of your manager and the Ethics Office is required to qualify for this exception. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product, and the investment must be liquidated at the earliest opportunity.

To Do

•

To request an exception, allowing you or your covered persons to invest in an investment product or vehicle issued or advised by Fidelity, submit a completed Investment Fund Request Form (available at MyCompliance.fmr.com) to the Ethics Office.

•

To request an exception, allowing you or your covered persons to maintain a preexisting investment, submit a completed Private Transaction Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product or vehicle, and the investment must be liquidated at the earliest opportunity.

Excessive trading

Excessive trading in covered accounts is strongly discouraged. In general, anyone trading covered securities more than 60 times (other than Fidelity funds) in a quarter across all his or her covered accounts should expect additional scrutiny of his or her trades. Note that you and your covered persons also need to comply with the policies in any Fidelity fund prospectus concerning excessive trading. The Ethics Office monitors trading activity, and may limit the number of trades allowed in your covered accounts during a given period.

Exception

•

Trades in a discretionary managed account (see Key Concepts) that has been approved by the Ethics Office.

•

Trades made through automatic, regular investment program that has been disclosed to the Ethics Office in advance.

Buying securities of certain broker-dealers

Neither you nor your covered persons are allowed to buy the securities of a broker-dealer or its parent company if the Ethics Office has restricted those securities.

Trading after a research note

Neither you nor your covered persons are allowed to trade a covered security of an issuer until two full business days have elapsed (not including the day the note was published) since the publication of a research note on that issuer by any Fidelity entity.

Profiting from knowledge of fund transactions

You may not use your knowledge of transactions in funds or other accounts advised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity to profit by the market effect of these transactions.

Influencing a fund to benefit yourself or others

The funds and accounts advised by Fidelity are required to act in the best interests of their shareholders and clients, respectively. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any party other than their shareholders or clients.

For example, you may not influence a fund to buy, sell, or refrain from trading a security that would affect that security’s price to advance your own interest or the interest of a party that has or seeks to have a business relationship with Fidelity.

Attempting to defraud a client or fund

Attempting to defraud a fund or an account advised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity in any way is a violation of Fidelity’s rules and federal law.

Using a derivative to get around a rule

If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.

Additional Rules for Traders, Research Analysts, and Portfolio Managers

Employees trading for the funds (traders), employees making investment recommendations for the funds (research analysts), and employees who manage a fund or a portion of a fund’s assets (portfolio managers).

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WHAT’S REQUIRED

Notification of your ownership of covered securities in a research note

You must check the box on a research note you are publishing to indicate any ownership, either by you or your covered persons, of any covered security of an issuer (see Key Concepts) that is the subject of the research note.

Disclosing trading opportunities to the funds before personally trading

There are three aspects to this rule:

Disclosing information received from an issuer

Any time you receive, directly from an issuer, material information about that issuer (that is not considered inside information), you must check to see if that information has been disclosed to the funds in a research note. If not, you must communicate that information to the funds before you or any of your covered persons personally trade any securities of that issuer.

To Do

•

Confirm whether a Fidelity research note has been published with the relevant information.

•

If not, publish a research note or provide the information to the relevant head of research.

•

If you are a trader, disclose the information to the analyst covering the issuer.

•

If you think you may have received inside information, follow the rules in the Policy on Inside Information .

Disclosing information about an issuer that is assigned to you

If you are a research analyst, you must disclose in a research note material information you have about an issuer that is assigned to you before you or any of your covered persons personally trade a security of that issuer.

Exception

•

You or any of your covered persons may be permitted to trade the assigned security in a covered account without publishing a research note if you have obtained the prior approval of both the relevant head of research and the Ethics Office.

To Do

•

Publish a research note with the relevant information and indicate any ownership interest in the issuer that you or your covered persons may have before personally trading a security you are assigned to cover.

Note: You will not be able to obtain pre-clearance approval for your personal trade until two full business days have elapsed (not including the day the note was published) following the publication of your research note.

•

To request an exception to this rule, first contact the relevant head of research and seek approval. Then contact the Ethics Office for approval. Do not personally trade the security until you have received full approval.

Recommending trading opportunities

In addition, you must recommend for the funds, and, if you are a portfolio manager, trade for the funds, a suitable security before personally trading that security.

WHAT’S PROHIBITED

Trading within seven days of a fund you manage

Neither you nor your covered persons are allowed to trade within seven calendar days (not including the day of the trade) before or after a trade is executed in any covered security of the same issuer (see Key Concept) by any of the funds you manage.

Exceptions

•

When the rule would work to the disadvantage of a fund You must never let a personal trade prevent a fund you manage from subsequently trading a covered security of the same issuer, if not making the trade would disadvantage the fund. However, you need approval from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the trade in your covered account.

•

When the conflicting fund trade results from standing orders A personal trade may precede a fund trade in a covered security of the same issuer when the fund’s trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the fund’s holdings in response to fund cash flows.

•

When the conflicting fund trade is the result of a proportional slice A personal trade may precede a fund trade in a covered security of the same issuer when the fund’s trade was conducted as part of the execution of a proportional slice across the fund for cash management or rebalancing purposes.

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•

When the covered account is independently managed This exception applies only to discretionary managed accounts (See Key Concept) that have received Ethics Office approval.

•

When the conflicting personal trade or fund trade is in options or futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.

•

When the conflicting personal trade or fund trade is in options, futures, or ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts for an expanded list of non-covered securities).

To Do

•

Before trading personally, consider whether there is any likelihood that you may be interested in trading a covered security of the same issuer in your assigned funds within seven calendar days following the day of the fund trade. If so, refrain from personally trading in a covered account.

•

If a fund you manage has recently traded a security, you must delay any covered account trades in any covered security of the same issuer for seven calendar days following the day of the most recent fund trade.

•

Contact the Ethics Office immediately to discuss any situation where these rules would work to the disadvantage of the funds.

HOW WE ENFORCE THE CODE OF ETHICS

The Ethics Office regularly reviews the forms and reports it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this Code of Ethics, the Ethics Office will investigate the matter and may contact you.

If it is determined that you or any of your covered persons has violated this Code of Ethics, the Ethics Office or another appropriate party may take action. Among other things, subject to applicable law, potential actions may include:

•

an informational memorandum

•

a written warning

•

a fine, a deduction from wages, disgorgement of profit, or other payment

•

a limitation or ban on personal trading

•

referral of the matter to Human Resources

•

dismissal from employment

•

referral of the matter to civil or criminal authorities

•

disclosure of the matter to a regulator as required by law or regulation

Fidelity takes all Code of Ethics violations seriously, and, at least once a year, provides the funds’ trustees with a summary of actions taken in response to material violations of this Code of Ethics. You should be aware that other securities laws and regulations not addressed by this Code of Ethics may also apply to you, depending upon your role at Fidelity.

The Chief Ethics Officer or designee retains the discretion to interpret and grant exceptions to this Code of Ethics and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principals and objectives of the Code of Ethics.

Exceptions

In cases where exceptions to this Code of Ethics are noted and you may qualify for them, you need to get prior written approval from the Ethics Office. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in this Code of Ethics, you may submit a written request to the Ethics Office. Your request will be considered by the Ethics Office, and you will be notified of the outcome.

Appeals

If you believe a request of yours has been incorrectly denied or that an action is not warranted, you may appeal the decision. To make an appeal, you need to provide the Ethics Office a written explanation of your reasons for appeal within 30 days of when you were informed of the decision. Be sure to include any extenuating circumstances or other factors not previously considered. During the review process, you may, at your own expense, engage an attorney to represent you. The Ethics Office may arrange for senior management or other parties to be part of the review process. The Ethics Office will notify you in writing about the outcome of your appeal.

Legal Information The Code of Ethics for Personal Investing constitutes the Code of Ethics required by Rule 17j-1 under the Investment Company Act of 1940 and by Rule 204A-1 under the Investment Advisers Act of 1940 for the Fidelity funds, FMR LLC subsidiaries that are

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the funds’ investment advisors or principal underwriters, Fidelity Management Trust Company, subsidiaries of Pyramis Global Advisors Holdings Corp., and any other entity designated by the Ethics Office. Fidelity is required to provide a copy of this Code of Ethics, and any amendments to it, to all employees covered under it.

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LOGO

RIVER ROAD ASSET MANAGEMENT, LLC

C ONTENTS


Background			2

Standards of Conduct			2

Policy			2

Procedure			2

Personal Securities Transactions			5

Background			5

Definitions			5

Policy			6

Procedures			7

Insider Trading			10


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B ACKGROUND

Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”) requires investment advisers to establish, maintain, and enforce a written code of ethics that applies to all “supervised persons.” ¹ An adviser to registered investment companies is also required to adopt a Code of Ethics regarding personal investment activities under the Investment Company Act of 1940, Rule 17j-1. An investment adviser’s Code of Ethics represents an internal control and supervisory review to detect and prevent possible insider trading, conflicts of interests, and regulatory violations.

Each employee, temp-to-hire employee, or intern of River Road Asset Management, LLC (“River Road”) is considered a supervised person (“Employee”). Upon hire and on an annual basis thereafter, each Employee must certify in writing or through an online application that they have received and read, understand, and agree to comply with River Road’s Standards of Conduct, Personal Securities Transactions and Insider Trading Policies and Procedures (known in the aggregate as the “Code of Ethics”). Employees will receive and shall be required to make a similar certification following any amendment to the Code of Ethics.

S TANDARDS OF C ONDUCT

Policy

Employees must exercise good faith in their dealings with both River Road and its clients, consistent with the high degree of trust and confidence that is placed in each Employee by River Road.

The need for the stringent application of this principle is heightened by the necessity that River Road, in turn, exercises the highest degree of ethical conduct in its dealings with its clients. This can be accomplished only through each Employee’s individual commitment to River Road’s values: Loyalty, Integrity, Accountability, and Teamwork.

If an Employee discovers that he or she will derive personal gain or benefit from any transaction between River Road and any individual or firm, the Employee must immediately refer the matter and disclose all pertinent facts to River Road’s Chief Compliance Officer (“CCO”) or a manager/supervisor.

River Road’s standards of conduct are necessarily strict because they are intended for the benefit and protection of River Road and its Employees. No attempt to delineate guidelines for proper conduct can hope to cover every potential situation that may arise during an Employee’s service with River Road. Whenever there is any doubt about the propriety of any action, Employees must discuss the matter with River Road’s Chief Compliance Officer or a manager/supervisor. Violations of the Standards of Conduct Policy are grounds for disciplinary action, including dismissal. The standards of conduct set forth herein must be applied fully and fairly without reliance upon technical distinctions to justify questionable conduct.

Procedure

Conflicts of Interest: Employees may not engage in personal activities that conflict with the best interests of River Road. In addition, Employees may not engage in personal activities that are in conflict with the interests of River Road’s clients. Upon initial hire and annually thereafter, every Employee is required to complete a conflicts of interest questionnaire designed to identify any actual or potential conflicts of interests that the Employee may have. If there is any doubt on how to answer the questionnaire, the Employee shall discuss such matters with the CCO or their designee.

Disclosure or Use of Confidential Information: In the normal course of business, Employees may be given or may acquire information about the business of River Road, its clients, or its affiliates which is not available to the general public. This information is confidential and may include financial data, business plans and strategies, examiners’ ratings, and information concerning specific trading decisions. All Employees are responsible for respecting and maintaining the confidential nature of such information, including taking reasonable care in how and where they discuss, document, store, and dispose of confidential information. Confidential information may only be disclosed within River Road to those who need to know the information to perform their job functions.

Supervised Person is defined as any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.


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Material, Non-public Information: Some confidential information is also material, non-public information and subject to the restrictions of federal and state banking and securities laws and regulations as to its communication and use. Material information should be treated as non-public until it is clear the information can be deemed public or ceases to be material, which should be determined in accordance with River Road’s Insider Trading Policies and Procedures.

Outside Activities : If you are a full-time employee, you may not accept outside employment or accept payment for services rendered to others without the prior consent of the CCO or their designee. If warranted, the CCO may defer to the CEO. This includes engagements for teaching, speaking, and the writing of books and articles. If there are any situations apart from your duties as an Employee of River Road where you may or will be required to provide investment advice, guidance or discretion, you must receive pre-approval from the CCO or their designee (for example, acting as an executor or trustee for a family or non-family member or providing investment advice as a member of a non-profit organization’s finance committee).

You are allowed to participate in appropriate professional groups and responsible civic organizations if such participation does not interfere with your duties at River Road, and it is not prohibited or limited because of statutory or administrative requirements regarding conflicts of interest. If there is any possibility that participation in any such organizations would interfere with your duties, you must obtain pre-approval from the CCO or CEO.

Political Activity: In order to comply with the provisions of Rule 206(4)-5 of the Adviser Act, all Employees must comply with the following policies and procedures:

Prohibited Activity :

River Road Employees are prohibited from making political contributions (defined below) to an incumbent, candidate, or successful candidate for elective office (“Official”) of any state or local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds (“Government Entity”).

•

A contribution includes a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election. It also includes transition or inaugural expenses incurred by a successful candidate for state or local office.

•

A contribution does not include a donation of time by an Employee, so long as River Road has not solicited the Employee’s efforts and River Road’s resources are not used, i.e. office space, telephones, etc. An Employee’s donation of his or her time generally would not be viewed as a contribution if such volunteering were to occur during non-work hours or vacation time.

•

A political contribution to a federal government official or candidate for federal office is not prohibited unless the federal candidate is a state or local government official at the time of running for federal office. However, River Road’s Executive Committee reserves the right to prohibit any federal contributions if the Executive Committee finds that it conflicts with the best interests of River Road.

Employees are also prohibited from hosting fundraising meetings for an Official of a Government Entity or allowing the use of Employee’s name on any fundraising literature, including being listed on an invitation or other marketing and collateral pieces.

Employees are prohibited from doing any of the above prohibited activity directly or indirectly. For example, an Employee cannot channel political contributions through family, friends, an attorney, or a political action committee.

Household Members :

Household members of an Employee are not prohibited from making political contributions, but the Employee must provide notice to the CCO or their designee in writing, including via email, before any such contributions are made by a household member.

Borrowing from Clients: You may not borrow money from a client of River Road unless such borrowing is from a bank or other financial institution made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with members of the general public.

Business Transactions for River Road: You may not represent or exercise authority on behalf of River Road in any transaction with any person, firm, company, or organization with which you have any material connection (including, but not limited to, a directorship, officership, family relationship or significant borrowing relationship) or in which you have a material financial interest. You must report any existing or proposed business relationships with any such person, firm, company, or organization to River Road’s CCO or their designee, who will determine with the appropriate levels of management whether such business relationship is “material” for purposes of this prohibition.


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Business Transactions with River Road: If you are authorized by an outside organization to transact business with River Road on the outside organization’s behalf, you must report such authorization to River Road’s CCO or their designee.

Gifts and Entertainment: Employees cannot receive any gift that is more than $25 annually (calendar year basis) per giver (either person or entity) if:

•

the giver is paid with client commissions or soft dollars (“Client Assets”) or

•

the giver is a party dealing with one of River Road’s ERISA client plans in connection with a transaction involving that plan’s assets.

Where a gift is shared among a group, the estimated amount of the gift can be pro-rated among the recipients.

Additionally, no Employee shall, directly or indirectly, give (or permit anyone else to give) anything of service or value, including gratuities, in excess of $100 annually (calendar year basis) to:

•

any person who is licensed with FINRA, or

•

a plan fiduciary of one of River Road’s ERISA clients where the gift relates to the business of recipient’s employer.

An example of a gift includes but is not limited to the following: gift certificates, event tickets, gift baskets, golf shirts, sleeves of golf balls, etc. This policy is not meant to prohibit personal gifts.

If an Employee attends an event or dinner with any person or entity, this is not considered a gift but is considered entertainment. Employees are not allowed to be entertained by:

•

any person or entity that is paid with Client Assets, or

•

any person or entity that is a party dealing with one of River Road’s ERISA client plans in connection with a transaction involving the plan’s assets.

Employees can attend the event or dinner at River Road’s or the Employee’s expense. This provision does not apply if it is logistically unreasonable for the Employee or River Road to pay for the Employee at such event or dinner. For example, if an Employee attends a conference and is incidentally entertained in the normal course of the conference at the expense of a person or entity that is paid for with Client Assets, this provision does not apply.

Employees are also prohibited from receiving gifts and/or entertainment from companies that River Road invests in or may invest in on behalf of its clients (excluding de minimis gifts or entertainment, such as a reasonable onsite lunch or snack during an onsite visit).

Employees are required to report all gifts given or received covered by this policy so they can be tracked by the compliance department to ensure compliance with this policy. If there is any question about Gifts and Entertainment, the Employee shall discuss such matters with the CCO or their designee.

Improper Payments (Bribes or Kickbacks): Employees have an obligation not to take any action that might result in a violation by River Road of the laws of the United States, the Commonwealth of Kentucky, or any other jurisdiction in which River Road does business. The Foreign Corrupt Practices Act (FCPA) provides that in no event may payment of anything of value be offered, promised or made to any government, government entity, government official, candidate for political office, political party or official of a political party (including any possible intermediary for any of the above), foreign or domestic, which is, or could be construed as being, for the purposes of receiving favorable treatment or influencing any act or decision by any such person, organization or government for the benefit of River Road or any other person.

Economic Sanctions: Under the International Emergency Economics Powers Act (IEEPA), the President of the United States may impose sanctions such as trade embargoes, freezing of assets and import surcharges. The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury promulgates regulations dealing with economic sanctions. Therefore, no Employee on behalf of River Road may intentionally transact business with those countries or specially designated nationals against which economic sanctions have been imposed unless the appropriate license has been obtained from the OFAC allowing such transaction.

Prohibition on the Use of Information from Your Previous Employer: Employees are prohibited from bringing any documents, software or other items to River Road that may contain the Employee’s previous employer’s confidential, trade secret, or proprietary information. This would include such things as computer files, client lists, financial reports, or other materials that belong to your previous employer. If an Employee has any such materials in his or her possession, they should be returned to the former employer immediately unless the Employee has received permission from the previous employer to use such materials and the Employee has discussed the issue with River Road’s CCO.


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Your Duty to Report Abuses of the Code of Ethics and Standards of Conduct Policy or Other Illegal or Unethical Conduct: Employees have a special obligation to advise the organization of any suspected abuses of River Road policy, suspected criminal or unethical conduct, or any violation of securities law, anti-trust, health and safety, environmental, government contract compliance, any other laws, or River Road policies. Employees are required to report any of the preceding promptly to the CCO or the Chief Executive Officer. If reported to the Chief Executive Officer, the CCO will also receive notice of such report. The Employee will not be subjected to any form of retaliation for reporting legitimate suspected abuses.

Investigations of Reported or Suspected Misconduct: As a financial organization, we have a special duty to safeguard River Road’s proprietary and confidential information of our clients and the organization. In the event of an investigation regarding possible wrongdoing, Employees must cooperate fully.

Information relating to any investigation, including information provided by the Employee or the fact of the Employee’s participation in any investigation, is considered confidential and will only be revealed to individuals not associated with the investigation on a need to know basis.

Any request for information or subpoenas involving River Road must be in writing and directed to the CCO who will coordinate with legal counsel.

Federal Securities Laws: Employees must comply with applicable Federal Securities Laws.

P ERSONAL S ECURITIES T RANSACTIONS

Background

Rule 204A-1 of the Advisers Act requires the reporting of personal securities transactions and holdings periodically as provided below and the maintenance of records of personal securities transactions for those supervised persons who are considered “access persons.”

Definitions

Access Persons: River Road considers the following persons to be Access Persons:

•

All officers and employees of River Road, and

•

All interns and temp-to-hire employees with access to non-public information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Affiliated Fund (defined below).

Covered Securities: Covered Securities include everything not defined below , including all common stocks and corporate bonds.

Open Securities: The following are Open Securities:

direct obligations of the Government of the United States,

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments , including repurchase agreements,

shares issued by money market funds,

shares issued by non-affiliated, open-end funds,

shares issued by unit investment trusts that are invested exclusively in one or more non-affiliated, open-end funds, and

municipal bonds

Preclearance Securities: Preclearance Securities are Aston/River Road Funds, exchange traded funds, and closed-end funds.

Affiliated Fund: An Affiliated Fund is any mutual fund for which River Road serves as an investment adviser or sub-adviser or any mutual fund whose investment adviser or principal underwriter controls River Road, is controlled by River Road, or is under common control with River Road. A full list of Affiliated Funds is available from the Compliance Department upon request.


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Policy

River Road’s policy allows Access Persons to maintain personal securities accounts provided any personal investing by an Access Person in any accounts in which the Access Person has any direct or indirect beneficial ownership is consistent with River Road’s fiduciary duties to its clients and consistent with regulatory requirements. An Access Person is presumed to have a beneficial ownership in any personal securities accounts that are held by household members including, but not limited to, the Access Person’s spouse and/or children. However, the CCO has discretion to exempt an Employee from reporting certain household members’ accounts if such exemption is consistent with the Advisers Act.

Access Persons’ and their minor children’s (17 years old and under) personal securities transactions are subject to the following rules:

(1)

Covered Securities :

Access Persons may not purchase, short, or execute any derivative transactions on any Covered Securities.

Sell transactions (or its equivalent) are allowed on Covered Securities that were owned prior to employment with preclearance of such transactions from the CCO or their designee.

Sell transactions of fractional shares due to stock splits or similar corporate actions do not require preclearance.

Donation of Covered Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee.

(2)

Preclearance Securities :

Access Persons may purchase, sell, short, cover, or execute derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee.

Access Persons that participate in defined contribution or automatic investment plans must obtain preclearance for their asset allocations in Preclearance Securities and also for any changes made thereafter from the CCO or their designee.

Donation of Preclearance Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee.

(3)

Open Securities : Access Persons may purchase, sell, short, cover, donate or execute derivative transactions on Open Securities without preclearance.

Access Persons may apply for an exception from a trading restriction from the CCO, which application may be granted or denied based on the surrounding facts and circumstances.

The Chief Compliance Officer must obtain preapproval from the Chief Risk Officer or their designee when effecting a transaction that requires preclearance.

Household members’ personal securities transactions are subject to the following rules:

(1)

Covered Securities :

Household members must receive preclearance for the right to transact in Covered Securities from the CCO or their designee.

After household members have been approved for the right to transact in Covered Securities, household members may purchase, sell, short, cover, or execute derivative transactions on Covered Securities with preclearance of such transactions from the CCO or their designee.

Donation of Covered Securities by a household member is allowed with preclearance of such donation from the CCO or their designee.


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(2)

Preclearance Securities :

Household members may purchase, sell, short, cover, or perform derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee.

Household members that participate in defined contribution or automatic investment plans that offer Preclearance Securities for investment must obtain preclearance of their asset allocations for Preclearance Securities and any changes made to the allocations thereafter from the CCO or their designee.

Donation of Preclearance Securities by a household member is allowed with preclearance of such donation from the CCO or their designee.

(3)

Open Securities : Household members may purchase, sell, short, cover, donate or perform derivative transactions on Open Securities without any preclearance.

Miscellaneous: If an Access Persons comes across a situation that is not specifically addressed by this policy, the Access Person must bring the situation to the CCO or their designee for review. The Executive Committee has the right to limit an Access Person’s personal trading if the Executive Committee deems it to be excessive in volume or complexity as to require a level of personal time and attention that interferes with the performance of employment duties. This will be determined by the Executive Committee based upon surrounding facts and circumstances.

Portfolio Managers Investment: Following a reasonable period of employment, all portfolio managers are required to have a minimum of 30% of their personal investable assets invested in River Road strategies (including via Aston/River Road Funds). A reasonable period of employment will be established by the CCO and, if necessary, the CEO. Any exceptions to the above must be approved by written consent of the CCO.

Procedures

River Road has adopted the following procedures to implement and monitor the firm’s policy:

Holdings Report

Requirements : In accordance with Rule 204A-1 under the Investment Advisers Act of 1940, Access Persons shall identify on a form provided by the CCO or their designee (which may be through an online application) all Covered Securities, Preclearance Securities, Affiliated Funds, and municipal bonds in which the Access Person has any direct or indirect beneficial ownership, including any of the preceding held in certificate form (excludes securities held in accounts over which the Access Person has no direct or indirect influence or control). Each Holdings Report must contain the following information:

(1)

The title and type of security

(2)

The exchange ticker symbol or CUSIP number (as applicable)

(3)

The number of shares

(4)

The principal amount of each security

(5)

The name of any broker, dealer or bank with which the Access Person maintains an account in which securities are held

(6)

The date the Access Person submits the report

An Access Person can satisfy the initial or annual holdings report requirement by timely filing and dating a copy of each investment account statement that lists all of the Access Person’s Covered Securities, Preclearance Securities, Affiliated Funds, and municipal bonds but only if the statement provides all information required in (1) through (6) above. If an Access Person has previously provided statements with all of the required information and the CCO or their designee has maintained a copy of the statements, the Access Person can satisfy the initial or annual holdings report requirement by timely confirming the accuracy of the statements (in writing or through an online application). If the statements do not contain all of the required information or if the securities are not held in an account, the Access Person must list out the required information for those securities on the Holdings Report.

Timing : Each Access Person must submit a Holdings Report to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. The CCO or their designee is responsible for contacting new Access Persons and sending out initial and annual Holdings Report forms to all Access Persons. The information on the Holdings Report or its equivalent must be current as of a date:

•

Not more than 45 days prior to the date the person became an Access Person, in the case of an initial Holdings Report, or


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RIVER ROAD ASSET MANAGEMENT, LLC

•

Not more than 45 days prior to the date the report was submitted, in the case of an annual Holdings Report.

Investment Account List

Requirements : Each Access Person shall identify on a form provided by the CCO or their designee (which may be through an online application) a list of all investment accounts over which the Access Person has direct or indirect beneficial ownership, except that the Access Person is not required to list any of the following:

•

Accounts where Covered Securities, Preclearance Securities, Affiliated Funds, and municipal bonds are not available for purchase or sell.

•

Accounts where Access Person has no direct or indirect influence or control.

Timing : Each Access Person must submit an Account List to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. Additionally, after becoming an Access Person, each Access Person must disclose to the CCO or their designee any new investment accounts required to be reported pursuant to this Code of Ethics.

Brokerage: No Access Person shall open or maintain personal accounts with the institutional broker representatives through which River Road executes non-directed transactions on behalf of advisory clients.

Quarterly Investment Account Statements: It is the responsibility of the Access Person to direct their broker to send copies of their investment account statements and transaction confirmations directly to River Road or to where the Compliance Department designates (which may be satisfied via electronic feed or online access, as available). At the start of an Access Person’s employment, River Road will accept copies of account statements and confirms from the Access Person in order to give the Access Person time to set up delivery of account statements and confirms either to River Road or where the Compliance Department designates. Copies will also be accepted for any period of time where the broker failed to send or River Road did not receive a statement. For short-term interns or temporary employees that are Access Persons, copies will be acceptable during the internship or temporary employment. The Compliance Department maintains a standard instruction letter that the Access Person may provide to their broker.

The investment account statements and confirms shall contain all transactions of Access Person, including transactions in Covered Securities, Preclearance Securities, Affiliated Funds, and municipal bonds. As necessary, investment account statements and confirms shall be received no later than 30 days after the end of the applicable calendar quarter. Confirms do not need to be received for transactions that are effected pursuant to an automatic investment plan.

Preclearance of Personal Securities Transactions

Requirements : All Access Persons must obtain approval for their transactions or for their household members’ transactions in a Preclearance or Covered Security from the CCO or their designee by filling out a preclearance transaction form (which may be through an online application).

Timing : Preclearance of a trade shall be valid and in effect only until the end of the next business day following the day preclearance is given. The trade must take place by the end of the day following the date of the preclearance, and if a trade is not made, then a new preclearance must be obtained. A preclearance also expires if and when the person becomes, or should have become, aware of facts or circumstances that would prevent a proposed trade from being precleared.

Transaction Reports

Requirements : Each person shall identify on a form provided by the CCO or their designee (which may be through an online application) a quarterly securities transaction report that lists all transactions in Covered Securities, Preclearance Securities, Affiliated Funds, and municipal bonds. Each Transaction Report must contain the following information:

(1)

The date of the transaction

(2)

The title of the security

(3)

The exchange ticker symbol or CUSIP number (as applicable)

(4)

The interest rate and maturity date (as applicable)


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RIVER ROAD ASSET MANAGEMENT, LLC

(5)

The number of shares

(6)

The principal amount of each security involved

(7)

The nature of the transactions (i.e. purchase, sale or any other type of acquisition or disposition)

(8)

The price of the security at which the transaction was effected

(9)

The name of the broker, dealer or bank with or through which the transaction was effected

(10)

The date the Access Person submits the report

Timing : Each Access Person must submit the Transaction Report no later than 30 days after the end of each calendar quarter. The report must cover all transactions during the quarter.

Excluded from Preclearance Rules and Transaction Reports are the following:

•

Purchases or sales effected in any account over which the Access Person has no direct influence or control, including non-volitional investment programs or rights;

•

Purchases effected by reinvesting cash dividends pursuant to an automatic dividend reimbursement program (“DRIP”). This exemption does not apply, however, to optional cash purchase pursuant to a DRIP;

•

Purchases of rights issued by an issuer pro rata to all holders of a class of its securities ( if such rights were acquired from such issuer) and the exercise of such rights; and,

•

Transactions involving the exercise of employee stock options.

Minimum Holding Period For Affiliated Funds: Access Persons may not purchase and sell or sell and purchase the same Aston/River Road Fund within 30 calendar days.

Personal Investments: You must exercise sound judgment in making personal investments in order to avoid situations contrary to the best interests of River Road. You must also avoid imprudent and questionable activity.

Prohibited Dealings: Trading based upon or communicating “inside information” is prohibited under any and all circumstances. It is prohibited to use the facilities of River Road to secure new issues for any non-clients, directly or indirectly. Access Persons are not permitted to, directly or indirectly, purchase securities from or sell securities to client accounts.

Initial Public Offerings and Limited Offerings: Access Persons may not directly or indirectly acquire beneficial ownership in any security in an initial public offering. Access Persons may not directly or indirectly acquire an interest in a limited offering without approval from the CCO. The approval is based, in part, on whether the investment opportunity should be reserved for clients.

Initial public offering means an offering of securities registered under the Securities Act of 1933 (15 U.S.C. 77a), the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)).

Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) (15 U.S.C. 77d(2) or 77d(6)) or pursuant to §§ 230.504, 230.505, or 230.506 of this chapter.

Investment Person Disclosure: Access Persons who have been authorized to acquire securities in a private placement or who have beneficial interests prior to employment with River Road are required to disclose the investment when they play a part in any subsequent consideration of client investments in the issuer. In such circumstances, River Road’s decision to purchase securities is subject to an independent review by investment personnel with no personal interest in the issuer. Investment Persons, when recommending any security, shall disclose any direct, indirect, or potential conflict of interest related to the issuer of the security being recommended.

Adviser Review: The Compliance Department will review all Access Persons’ transactions and reporting outlined in this document for compliance with the firm’s policies, including the Insider Trading Policy, regulatory requirements, and the firm’s fiduciary duties to its clients, among other things. The CCO tracks any apparent violations or requested exemptions and reports such activity to the Executive Committee at least quarterly. The Executive Committee will determine any corrective action and/or sanctions that should be imposed.

Records: The Company shall maintain records in accordance with the Books and Records Policies and Procedures found in River Road’s Policies and Procedures Manual.


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RIVER ROAD ASSET MANAGEMENT, LLC

I NSIDER T RADING

The Employee certifies that he/she has read, and will abide by the Insider Trading Policies and Procedures found in River Road’s Policies and Procedures Manual.


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CODE OF ETHICS

FOR

SIT INVESTMENT ASSOCIATES, INC.,

SIT INVESTMENT FIXED INCOME ADVISORS, INC.

SIT FIXED INCOME ADVISORS II, LLC

SIT MUTUAL FUNDS

AND

SIA SECURITIES CORP.

I. PURPOSE AND CONSTRUCTION

This Code of Ethics (“Code”) is adopted by Sit Investment Associates, Inc. (“SIA”); Sit Investment Fixed Income Advisors, Inc. (“SIFI”); Sit Fixed Income Advisors II, LLC (“SFI”); the Sit Mutual Funds; and SIA Securities Corp. (“SSC”) (collectively the “Sit Entities”) in an effort to prevent violations of applicable federal and state securities laws, including Section 17 of the 1940 Act; Sections 10 and 15(f) of the 1934 Act; and Section 204A of the Advisers Act and the Rules and Regulations thereunder; and comply with the code of ethics requirements of Section 406 of the Sarbanes Act and the Rules and Regulations thereunder.

This Code is designed to prevent wrongdoing and promote, among other things, honest and ethical conduct, avoidance of conflicts of interest, misuse of material nonpublic information, and compliance with applicable laws. This Code establishes rules of conduct for all employees of the Sit Entities. The Code is based upon the principle that the Sit Entities and its employees owe a fiduciary duty to their clients and shareholders to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients and shareholders, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

The Code is designed to ensure that the high ethical standards long maintained by the Sit Entities continue to be applied. The excellent name and reputation of our firm continues to be a direct reflection of the conduct of each employee. The Sit Entities’ reputation for fair and honest dealing with their clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients.

Strict compliance with the provisions of the Code shall be considered a basic condition of employment with the Sit Entities. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment.

Employees are urged to seek the advice of Paul Rasmussen, the Chief Compliance Officer, or Kelly Boston for any questions about the Code or the application of the Code to their individual circumstances.

II. DEFINITIONS

A.	“ Access Person ” means any director, officer, general partner, or Advisory Person of any of the Sit Entities.

B.	“ Advisers Act ” means the Investment Advisers Act of 1940, 15 U.S.C. §30b-1 to §30b-21.

C.	“ Advisory Person ” means:

Any employee of any of the Sit Entities (or of any company in a control relationship to any of the Sit Entities); and

Any natural person in a control relationship to any of the Sit Entities who obtains information concerning recommendations made to a Sit Fund with regard to the purchase or sale of a security.

D.	“ Affiliated Person ” of another person means:

Any person directly or indirectly owning, controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of such other person;

Any person, five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;

Any person directly or indirectly controlling, controlled by, or under common control with, such other person;

Any officer, director, partner, co-partner, or employee of such other person;

If such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and

If such other person is an unincorporated investment company not having a board of directors, the depositor thereof.

“ Associated Person ” means any partner, officer, director, or branch manager of SIA, SIFI, SFIor SSC (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with SIA, SIFI, or SFI, or any employee of SIA, SIFI, SFIor SSC.

F.	“ Control ” shall have the meaning as that set forth in section 2(a)(9) of the 1940 Act.

G.	“ Financial Officer ” means the Sit Funds’ principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

“ Insider ” means SIA or the Sit Funds, or an Access Person, or any Affiliated Person thereof, or any member of his or her immediate family. Additionally, a person is deemed an “Insider” if he enters into a special confidential relationship in the conduct of the affairs of SIA or the Sit Funds, or any Affiliated Person thereof, and as a result is given access to material, nonpublic information. Examples of such Insiders include accountants, consultants, advisers, attorneys, bank lending officers, and the employees of such organizations.

I.	“ Insider Trading ” means the use of material, nonpublic information to trade in a Security (whether or not one is an Insider) or the communication of material, nonpublic information to others. While the meaning of the term is not static, “Insider Trading” generally includes:

Trading in a Security by an Insider, while in possession of material, nonpublic information;

Trading in a Security by a person who is not an Insider, while in possession of material, nonpublic information, where the information either was disclosed to such person in violation of an Insider’s duty to keep it confidential or was misappropriated; and

Communicating material, nonpublic information to any person, who then trades in a Security while in possession of such information.

“ Material information ” means information for which there is a substantial likelihood that a reasonable investor would consider it important in making investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Examples of material information include information regarding dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

“ Member of immediate family ” of a person includes such person’s spouse; child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother/father/son/daughter/brother/sister-in-law (including adoptive relationships) sharing such person’s household; and any trust or estate in which such person or any other member of his or her immediate family has a substantial beneficial interest; unless neither such person nor any other member of his or her immediate family is able to control or participate in the investment decisions of such trust or estate.

L.	“ Nonpublic information ” means information that has not been effectively communicated to the market place.

M.	“ Purchase or sale of a Security ” includes, inter alia , the writing of an option to purchase or sell a Security.

N.	“ Restricted List ” means a list of Securities maintained by SIA in which proprietary and personal transactions are prohibited.

“ Security ” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, or shares of registered open-end investment companies (commonly

referred to as mutual funds) provided however, “Security” includes exchange traded funds (“ETFs”); and further provided, that for purposes of the Insider Trading prohibition of Section III.A., “Security” shall include all securities set forth in
Section 2(a)(36) of the 1940 Act.

P.	“ Sarbanes Act ” means the Sarbanes-Oxley Act of 2002.

Q.	“ Security held or to be acquired ” by a registered investment company means any Security which, within the most recent 15 days, (i) is or has been held by such company, or (ii) is being or has been considered by such company or its investment adviser for purchase by such company.

R.	“ Sit Fund ” (individually) or “Sit Funds” (collectively) means the listed investment companies and each series issued by such companies within the Sit Mutual Funds, a family of mutual funds registered under the 1940 Act for which SIA acts as the investment adviser and manager:

Sit Mid Cap Growth Fund, Inc.;

Sit Large Cap Growth Fund, Inc.;

Sit U.S. Government Securities Fund, Inc.;

Sit Mutual Funds, Inc.; and

Sit Mutual Funds II, Inc.

S.	“ 1934 Act ” means the Securities Exchange Act of 1934, 15 U.S.C. § 78a to 78kk.

T.	“ 1940 Act ” means the Investment Company Act of 1940, 15 U.S.C. § 80a-1 to § 80a-64.

III. RESTRICTIONS

A.	Nonpublic Information.

An Insider shall use due care to ensure that material, nonpublic information remains secure and shall not divulge to any person any material, nonpublic information, except in the performance of his or her duties. For example, files containing material, nonpublic information should be sealed, and access to computer files containing material, nonpublic information should be restricted.

No Insider shall engage in Insider Trading, on behalf of himself or others (including clients of SIA).

An Access Person shall not divulge to any person contemplated or completed securities transactions of a Sit Fund or client account, except in the performance of his or her duties, unless such information previously has become a matter of public knowledge.

Questions regarding whether the information is material and/or nonpublic may be directed to the Chairman of SIA, his designee or the Chief Compliance Officer.

Section 17(d) Limitations . No Affiliated Person of a Sit Fund, or any Affiliated Person of such person, acting as principal, shall effect any transaction in which a Sit Fund, or a company controlled by a Sit Fund, is a joint or a joint and several participant with such person or affiliated person, in contravention of such rules and regulations as the Securities and Exchange Commission may prescribe under Section 17(d) of the 1940 Act for the purpose of limiting or preventing participation by the Sit Funds or controlled companies on a basis different from or less advantageous than that of such other participant.

Prescribed Activities Under Rule 17j-l(a) . Rule 17j-l(a) under the 1940 Act provides: It shall be unlawful for any affiliated person of or principal underwriter for a registered investment company, or any Affiliated Person of an investment adviser of or principal underwriter for a registered investment company in connection with the purchase or sale, directly, or indirectly, by such a person of a security held or to be acquired, as defined in this section, by such registered investment company:

To employ any device, scheme or artifice to defraud such registered investment company;

To make to such registered investment company any untrue statement of a material fact or omit to state to such registered investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such registered investment company; or

To engage in any manipulative practice with respect to such registered investment company.

Any violation of Rule 17j-1(a) shall be deemed to be a violation of the Code.

D.	Limitations on Personal Security Transactions .

An Advisory Person, or any member of his or her immediate family, shall not purchase or sell any Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership if at the time of such purchase or sale such Security:

a. is included on the Restricted List maintained by SIA; or

b. is held or to be acquired by a Sit Fund or client account.

However, the purchase or sale of a Security more than ten (10) trading days prior to or ten (10) trading days after a purchase or sale of such Security by a Sit Fund or client account shall not be a violation of this Paragraph III.D.1.b. and provided that the ten day waiting period does not apply if the Sit Funds and client accounts have sold all their interests in that Security.

An Advisory Person, or any member of his or her immediate family shall not purchase securities offered in an initial public offering or a limited offering (for purposes of the Code, limited offering does not include private placements).

An Advisory Person, or any member of his or her immediate family, shall not purchase and sell the same (or equivalent) securities within 60 calendar days; and shall not sell and purchase the same (or equivalent) securities within 60 calendar days.

An Advisory Person, or any member of his or her immediate family, shall not effect more than the lesser of the following number of purchase and/or sale transactions a.) twenty (20) transactions within one calendar quarter or b.) fifty (50) transactions within one calendar year, without the advance written approval of the Chairman of the SIA or his designee. Multiple purchases or sales of the same security effected contemporaneously shall be considered a single transaction for purposes of this Paragraph III.D.4.

An Access Person, or any member of his or her immediate family, shall not purchase, sell or exchange shares of the Sit Funds for the purpose of arbitrage or market timing, or in a manner which is inconsistent with the requirements of the Sit Fund’s then current prospectus, and shall not engage in the frequent purchase and sale of shares of the Sit Funds.

E.	Prior Clearance of Personal Security Transaction . Prior to the sale or purchase of Securities, an Advisory Person, or any member of his or her immediate family, must obtain written clearance for the transaction from the Chairman of SIA or his designee.

IV. REPORTING REQUIREMENTS

A.	Personal Security Holdings

Initial Holdings Report . Not later than ten (10) days after becoming an Access Person, such person shall submit an initial holdings report listing the following information (such information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Security and Sit Fund shares in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

The date that the report is submitted by the Access Person.

Annual Holdings Report . On or before January 31 of each year, each Access Person shall submit an annual holdings report containing the following information current as of the preceding December 31:

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

The date that the report is submitted by the Access Person.

Quarterly Report. Not later than thirty (30) days after the end of each calendar quarter, each Access Person shall submit a report which shall specify the following information:

With respect to any transaction during the quarter in a Security or Sit Fund shares in which the Access Person had any direct or indirect beneficial ownership:

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security or Sit Fund shares involved;

ii.

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

iii.

The price of the Security or Sit Fund shares at which the transaction was effected;

iv.

The name of the broker, dealer or bank with or through which the transaction was effected; and

The date that the report is submitted by the Access Person.

With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

The name of the broker, dealer or bank with whom the Access Person established the account;

ii.

The date the account was established; and

iii.

The date that the report is submitted by the Access Person.

If no transactions have occurred during the period, the report shall so indicate.

Broker Statements and Confirmations . Each Access Person shall insure that SIA receives duplicate copies of his or her, and any member of his or her immediate family’s, including for purposes of this section any relative living in the same household, confirmations and statements for all securities accounts directly from all brokerage firms; provided that this Section IV.A.4. shall not apply to a person who is an “Access Person” solely because such person is an officer of the Sit Funds.

Annual Certification . Each Access Person must certify annually that he or she has read and understands the Code and recognizes that he or she is subject to the Code. In addition, each Access Person must certify annually that he or she has complied with the requirements of the Code and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

Disclosure of Holdings . An Advisory Person shall immediately notify SIA of any Security held by him or her (including any member of his or her immediate family) that he or she knows or should know is included on the Restricted List maintained by SIA or which is being considered for purchase by a Sit Fund or client account. A Security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated and, with respect to the persons making the recommendation, when such person seriously considers making such a recommendation.

Limitation on Reporting Requirements . No Access Person shall be required to make a report under section IV. A herein:

With respect to transactions effected for, and Securities and Sit Fund shares held in, any account over which such person does not have any direct or indirect influence or control; or

If such a person is a director of a Sit Fund who is not an “interested person” of the Sit Fund within the meaning of section 2(a)(19) of the 1940 Act, and who would be required to make a report solely by reason of being a Sit Fund director; or if such a person is a director of SIA, SIFIA, or SFI, (individually an “Adviser”, jointly the “Advisers”) who would not be an “interested person” of the Sit Funds within the meaning of section 2(a)(19) of the 1940 Act, for any reason other than that he or she is a director of an Adviser and knowingly has a direct or indirect beneficial interest in securities issued by an Adviser, and has no involvement with the day-to-day operations of either the Advisers or the Sit Funds, and who would be required to make a report solely by reason of being an Adviser director; need not make:

An initial holdings report under paragraph (A)(1) of this section and an annual holdings report under paragraph (A)(2) of this section; and

ii.

A quarterly transaction report under paragraph (A)(3) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Sit Fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Security, the Sit Fund purchased or sold the Security, or the Sit Fund or an Adviser considered purchasing or selling the Security; or

Where a report made to SIA would duplicate information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Advisers Act; or

An Access Person need not make a quarterly transaction report under paragraph (A)(3) of this section, if the report would duplicate information contained in broker trade confirmations or account statements received by SIA, with respect to the Access Person in the time period required by paragraph (A)(3), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Sit Funds or SIA; or

An Access Person need not instruct the Sit Funds to provide duplicate copies of statements and confirmations under paragraph (A)(4) of this section, if all of the information contained in the broker trade confirmations or account statements is contained in the records of the Sit Funds or SIA.

The limitations on reporting requirements set forth in section 7.b. herein do not apply to the requirement that an Access Person make reports regarding transactions and holdings of Sit Fund shares. A director of a Sit Fund or an Adviser must make a report of his or her holdings pursuant to the provision of Section IV.A.1., 2, and 3 with respect to holdings of Sit Fund shares.

Filing of Reports . All reports prepared pursuant to this Article IV.A. shall be filed with the Chief Compliance Officer of SIA or his designee.

Reports of Violations or the Appearance of a Violation . Access Persons shall promptly report any activity, transaction, or event which is, or might appear to be, in violation of this Code. Any report of a violation or the appearance of a violation shall be made to the Chief Compliance Officer of SIA, the reporting person’s immediate supervisor, other senior officer of SIA, or a member of the Board of Directors of SIA or the Sit Funds as appropriate, provided such person receiving the report should not be involved in the matter giving rise to the violation or potential violation. Any report may be made on a confidential or anonymous basis.

Reports to Sit Fund Audit Committees . Each Sit Fund has established an audit committee composed of directors who are not interested persons of the Sit Funds to oversee the Sit Funds’ accounting and financial reporting policies and practices, their internal controls, the internal controls of the Sit Funds’ accounting, transfer agency and custody service providers and to oversee the Sit Funds’ financial reporting and the independent audit of the Sit Funds’ financial statements. Access Persons shall promptly report to any member of the Sit Funds’ audit committees concerns regarding questionable accounting or auditing matters (including issues regarding the adequacy of accounting controls). Such reports may be made on a confidential or anonymous basis. A schedule of the Sit Funds’ audit committees members and their contact information is attached as an exhibit hereto.

Certification to General Counsel of Sit Funds . Prior to February 1 of each year, SIA shall prepare and deliver to the General Counsel of the Sit Funds a report which shall describe in detail violations of this Code for the prior calendar year, unless such violations have previously been reported to the General Counsel of the Sit Funds.

Dissemination of Reports . The General Counsel of the Sit Funds shall have the right at any time to receive copies of any reports submitted pursuant to this Article IV. Such General Counsel shall keep all reports confidential except as disclosure thereof to the Boards of Directors of the Sit Funds or of SIA or other appropriate persons may be reasonably necessary to accomplish the purposes of this Code.

V. SUPERVISORY PROCEDURES

The following supervisory procedures shall be implemented:

A.	Prevention of Insider Trading . To prevent Insider Trading, the Chairman of SIA or his designee shall:

Take appropriate measures to familiarize Associated Persons and Access Persons with the Code;

Answer questions regarding the Code;

Resolve issues of whether information received by an Insider is material and/or nonpublic; and

Review and update the Code as necessary.

B.	Detection of Insider Trading . To detect Insider Trading, the Chairman of SIA or his designee shall:

Review the trading activity and holdings reports filed by each Associated Person and Access Person; and

Review the trading activity of SIA and the Sit Funds.

C.	Administration of the Code . The Chief Compliance Officer of SIA or his designee shall, at least annually, provide the Board of Directors of SIA and the Sit Funds’ with a written report that:

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

Certifies that the Sit Entities, as applicable, have adopted procedures reasonably necessary to prevent Associated Persons and Access Persons from violating the Code.

VI. COVENANTS

Covenant to Exercise Best Judgment. An Associated Person shall act on his or her best judgment in effecting, or failing to effect, any Sit Fund and client account transaction and such Associated Person shall not take into consideration his or her personal financial situation in connection with decisions regarding Sit Fund and client account portfolio transactions.

Financial Officers Covenant . Financial Officers shall act in a manner consistent with the standards necessary to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents filed by the Sit Funds and in other public communications; and compliance with applicable governmental laws, rules and regulations.

VII. ENFORCEMENT AND SANCTIONS

General . Any Access Person of SIA who is found to have violated any provision of this Code may be permanently dismissed, reduced in salary or position, temporarily suspended from employment, or sanctioned in such other manner as may be determined by the Board of Directors of SIA in its discretion. If an alleged violator is not affiliated with SIA, the Board of Directors of the Sit Fund or Sit Funds involved shall have the responsibility for enforcing this Code and determining appropriate sanctions. In determining sanctions to be imposed for violations of this Code, the Board of Directors may consider any factors deemed relevant, including without limitation:

The degree of willfulness of the violation;

The severity of the violation;

The extent, if any, to which the violator profited or benefited from the violation.

The adverse effect, if any, of the violation on the Sit Fund or Sit Funds;

The market value and liquidity of the class of Securities involved in the violation;

The prior violations of the Code, if any, by the violator;

The circumstances of discovery of the violation; and

If the violation involved the purchase or sale of Securities in violation of this Code, (a) the price at which the Sit Fund purchase or sale was made and (b) the violator’s justification for making the purchase or sale, including the violator’s tax situation, the extent of the appreciation or depreciation of the Securities involved, and the period the Securities have been held.

B.	Violations of Section III.D.

At its election, a Sit Fund may choose to treat a transaction prohibited under Section III.D. of this Code as having been made for its account. Such an election may be made only by a majority vote of the directors of the Sit Fund who are not Affiliated Persons of SIA. Notice of an election under this Paragraph B.1 shall not be effective unless given to SIA within sixty (60) days after the Sit Fund is notified of such transaction. In the event of a violation involving more than one Sit Fund, recovery shall be allocated between the affected Sit Funds in proportion to the relative net asset values of the Sit Funds as of the date of the violation. A violator shall be obligated to pay the Sit Fund any sums due to said Sit Fund pursuant to paragraph B.2 below due to a violation by a member of the immediate family of such violator.

If Securities purchased in violation of Section III.D. of this Code have been sold by the violator in a bona fide sale, the Sit Fund shall be entitled to recover the profit made by the violator. If such Securities are still owned by the violator, or have been disposed of by such violator other than by a

bona fide sale at the time notice of election is given by the Sit Fund, the Sit Fund shall be entitled to recover the difference between the cost of such Securities to the violator and the fair market value of such Securities on the date the Sit Fund acquired such Securities. If the violation consists of a sale of Securities in violation of Section III.D. of this Code, the Sit Fund shall be entitled to recover the difference between the net sale price per share received by the violator and the net sale price per share received by the Sit Fund, multiplied by the number of shares sold by the violator. Each violation shall be treated individually and no offsetting or netting of violations shall be permitted.

Knowledge on the part of the General Counsel of a Sit Fund of a transaction in violation of Section III.D. of this Code shall be deemed to be notice to the Sit Fund under Paragraph VII.B.1. Knowledge on the part of a director or officer of a Sit Fund who is an Affiliated Person of SIA of a transaction in violation of this Code shall not be deemed to be notice under Paragraph VII.B.1.

If the Board of Directors of a Sit Fund determine that a violation of this Code has caused financial detriment to such Sit Fund, upon reasonable notice to SIA, SIA shall use its best efforts, including such legal action as may be required, to cause a person who has violated this Code to deliver to the Sit Fund such Securities, or to pay to the Sit Fund such sums, as the Sit Fund shall declare to be due under this Section VII.B., provided that:

SIA shall not be required to bring legal action if the amount recoverable reasonably would not be expected to exceed $2,500;

In lieu of bringing a legal action against the violator, SIA may elect to pay to the Sit Fund such sums as the Sit Fund shall declare to be due under this Section VII.B.; and

SIA shall have no obligation to bring any legal action if the violator was not an Affiliated Person of SIA.

Rights of Alleged Violator . A person charged with a violation of this Code shall have the opportunity to appear before the Board of Directors as may have authority to impose sanctions pursuant to this Code, at which time such person shall have the opportunity, orally or in writing, to deny any and all charges, set forth mitigating circumstances, and set forth reasons why the sanctions for any violations should not be severe.

D.	Notification to General Counsel of Sit Funds . The General Counsel of the Sit Fund involved shall be advised promptly of the initiation and outcome of any enforcement actions hereunder.

Delegation of Duties . The Board of Directors may delegate its enforcement duties under this Article VII to a special committee of the Board of Directors comprised of at least three persons; provided, however, that no director shall serve on such committee or participate in the deliberations of the Board of Directors hereunder who is charged with a violation of this Code.

Non-exclusivity of Sanctions . The imposition of sanctions hereunder by the Board of Directors of SIA shall not preclude the imposition of additional sanctions by the Board of Directors of the Sit Funds and shall not be deemed a waiver of any rights by the Sit Funds. In addition to sanctions which may be imposed by the Boards of Directors of SIA and the Sit Funds, persons who violate this Code may be subject to various penalties and sanctions including, for example, (i) injunctions; (ii) treble damages; (iii) disgorgement of profits; (iv) fines to the person who committed the violation of up to three times the profit gained or loss avoided, whether nor not the person actually benefited; and (v) jail sentences.

VIII. MISCELLANEOUS PROVISIONS

A.	Identification of Associated Persons and Access Persons . SIA shall, on behalf of the Sit Funds, identify all Associated Persons and Access Persons who are under a duty to make reports under Section IV.A. and shall inform such persons of such duty.

B.	Maintenance of Records . SIA shall, on behalf of the Sit Funds, maintain and make available records as required by Rule 17j-l(d).

Prior Clearance Procedure . Prior to effecting a transaction in a Security, an Insider (other than persons covered under Section III.E.) may notify SIA of the proposed transaction, and the name, title, and amount of the Security involved. SIA shall determine whether such proposed transaction would, may, or would not be consistent with this Code. Such conclusion shall be promptly communicated to the Insider making such request. Absent extraordinary circumstances, no Insider shall be deemed to have violated this Code for effecting a Securities transaction, if such Insider has been advised by SIA that the transaction would be consistent with this Code. SIA shall make written records of actions under this Section VII.C., which records shall be maintained and made available in the manner required by Rule 17j-l(d).

D.	Effective Date . The effective date of this Code, as amended, shall be October, 2014.

E.	Disclosure of Code of Ethics . This Code is on public file with, and available from, the Securities and Exchange Commission (“SEC”), as an exhibit to the Sit Funds’ Registration Statement.

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March 9, 2015


General Principles			1

Personal Investment Transactions			2

Overview			2

Personal Investment Restrictions			3

Who Must Comply: Access Person/Covered Person			3

Covered Transactions/Covered Accounts			3

Policy Governing Covered Transactions			4

Pre-clearance Process			5

Prohibited Transactions			6

Additional Restrictions for Certain Investment Professionals			7

Exceptions: Exempt Securities and Exempt Transactions			9

Exemptive Relief			16

Personal Investment Reporting			16

Reporting on Opening, Changing or Closing a Covered Account			17

Holdings Reports			18

Policy Statement on Insider Trading			19

TCW Policy on Insider Trading			19

Trading Prohibition			19

Communication Prohibition			21

What Is Material Information?			21

What Is Non-Public Information?			22

Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases?			22

Board of Directors’ Seats or Observation Rights			22

Deal-Specific Information			23

Creditors’ Committees			25

Information about TCW Products			25

Contacts with Public Companies			27

What Is The Effect Of Receiving Inside Information?			27

Does TCW Monitor Trading Activities?			28

Penalties and Enforcement by SEC and Private Litigants			28

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What You Should Do If You Have Questions About Inside Information?			30

Ethical Wall Procedures			31

Identification of the Walled-In Individual or Group			31

Isolation of Information			31

Restrictions on Communications			31

Restrictions on Access to Information			32

Trading Activities by Persons within the Wall			32

Termination of Ethical Wall Procedures			32

Certain Operational Procedures			34

Maintenance of Restricted List			34

Exemptions			35

Consent to Service on Board of Directors and Creditors’ Committees			35

Anti-Corruption Policy			36

Statement of Purpose			36

Scope			36

Prohibited Conduct			36

Permitted Conduct			37

Gifts			38

Entertainment or Similar Expenditures			38

Gifts, Entertainment, Payments & Preferential Treatment			39

Gifts Provided By the Firm/Firm Personnel			39

Entertainment and Hospitality Provided by the Firm/Firm Personnel			41

Gifts and Entertainment Received by Firm Personnel			42

Political Contributions			44

Facilitating Payments are Prohibited			44

Health or Safety Exception			44

Third Party Representatives			44

Red Flag Reporting			45

Mandatory Reporting			47

Non-Retaliation			47

Books and Records			47

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Outside Activities			48

Outside Employment, Service as Director and Fiduciary Appointments			48

Compensation, Consulting Fees and Honorariums			50

Serving As Treasurer of Clubs, Houses of Worship, Lodges			50

Obtaining Approval			50

Political Activities & Contributions			51

Introduction			51

General Rules			51

Rules Governing Firm Contributions and Activities			52

Federal Elections			52

Contributions to State and Local Candidates and Committees			52

Exemptive Relief			52

Political Activities on Firm Premises and Using Firm Resources			53

Federal, State, and Local Elections			53

Rules for Individuals			54

Responsibility for Personal Contribution Limits			54

Pre-Approval of all Political Contributions and Volunteer Activity			54

New Hires, Transfers and Promotions to Covered Associate Position			55

Confidentiality			56

Participation in Public Affairs			56

Fundraising and Soliciting Political Contributions			56

SPECIAL STATE RULES			57

Other Employee Conduct			58

Personal Loans			58

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm			58

Disclosure of a Direct or Indirect Interest in a Transaction			59

Corporate Property or Services			59

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iii


Use of TCW Stationery			59

Giving Advice to Clients			59

Confidentiality			61

Sanctions			62

Reporting Illegal or Suspicious Activity – “Whistleblower Policy”			63

Policy			63

Procedure			63

Annual Compliance Certification			64

Glossary			66

Appendix A			76

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General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code, the “Firm” refers to The TCW Group, Inc., TCW Advisors , and Trust Company of the West.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm ’s clients. In consideration of this you must:

•

place the interests of the Firm’s clients before your own.

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avoid actual or apparent conflicts of interest in conducting your personal investing.

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never take inappropriate advantage of your position for personal benefit.

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keep the financial and other confidential information of clients confidential.

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comply with applicable securities laws and Firm policies, including this Code.

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communicate with clients or prospective clients candidly.

•

exercise independent judgment when making investment decisions.

•

treat all clients fairly.

The Firm ’s reputation is one of its most valuable assets. The actions of Access Persons should be consistent with maintaining that reputation.

If you are uncertain about whether a conflict exists between your interests and those of the Firm ’s clients, you should consult the General Counsel or Chief Compliance Officer .

Violations of this Code constitute grounds for disciplinary actions, including dismissal.

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Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm . The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com .

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Personal Investment Restrictions

Who Must Comply: Access Person/Covered Person

Generally, each employee, officer or management director of the Firm is an Access Person .

A consultant, temporary employee or other individual may be designated as an Access Person , depending on factors including that person’s duties and access to information.

For each Access Person , the members of their “ Immediate Family ” (including spouse, relative or significant other residing with the Access Person ) is a “ Covered Person .”

Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy or to have them attend a Code orientation.

Covered Transactions/Covered Accounts

This policy covers investment activities (“ Covered Transactions ”) (i) by any Access Person or Covered Person, and (ii) in any account in which any Access Person has a “ beneficial interest ”. Any account through which a Covered Transaction is made is a “ Covered Account .”

An Access Person has a “beneficial interest” in an account if that Access Person:

•

has benefits substantially equivalent to owning the Securities or the account,

•

can obtain ownership of the Securities in the account within 60 days, or

•

can vote or dispose of the Securities in the account.

Examples include a relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

Violations of this policy by your Immediate Family members or by any persons in an account in which you have a beneficial interest will be treated as violations by you.

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Policy Governing Covered Transactions

Generally, all trading by Covered Persons requires pre-clearance. Exempt transactions and exempt securities are listed below.

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Pre-clearance Process

Outside Fiduciary Accounts require special procedures. Contact the Administrator of the Code of Ethics.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com. The instructions for filing a PAT Form and Private Placement Form are available on myTCW.

Requests submitted before 12:00 noon Los Angeles time (3:00 pm New York Time) are usually processed same-day. Pre-clearance expires on 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after it is received. You must either obtain a new pre-clearance or cancel any unexecuted portion of the transaction that is not completed before your pre-clearance expires. Limit orders must be structured to comply with the pre-clearance time limits, or additional pre-clearance is required to complete any portion of a limit order transaction after the original pre-clearance expires.

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Prohibited Transactions

Pre-clearance is required for most investment activities, but the following activities are prohibited, and pre-clearance will generally not be available. Except as otherwise noted, these trading restrictions do not apply to Outside Fiduciary Accounts .


Prohibited Transaction	Exceptions/Limitations	Consequences/Comments
Transacting in a Security that the Firm is trading for its clients	Exception: Permitted once the Firm ’ s trading is completed or cancelled	Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.

Transacting in a security that the Access Person knows is under active consideration for trading by the Firm for its Clients

Uncovered short sale

Writing an uncovered option

Acquiring any Security in an IPO	Exception: Permitted if the Security is an Exempt Security . See chart below .

Acquiring an interest in a 3 ^rd party registered investment company advised or sub-advised by the Firm		Comment: see Prohibited Third-Party Registered Investment Companies for a list.

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Additional Restrictions for Certain Investment Professionals

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.


Prohibited Transaction	Applies to	Consequences/Comments
Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days by any of the following Access Persons described under “Applies to” who provide services for registered investment companies	• Portfolio Managers • Securities Analysts and Researchers • Securities Traders who provide information or advice to a portfolio manager • members of Investment Control	Transactions will be matched using a LIFO system. All profits of prohibited trades are subject to disgorgement Exceptions: • Exempt Securities • ETF ’s pre-approved through StarCompliance

Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client, in any • Covered Account, or • Outside Fiduciary Account	• Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the Security is transacted. • Members of Investment Control	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

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Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client, in any • Covered Account, or • Outside Fiduciary Account	• Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the security is transacted. • Members of Investment Control.	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

Purchasing or selling any Security in the 5 business days AFTER a TCW-advised or sub-advised registered investment company buys or sells the Security , in any • Covered Account, or • Outside Fiduciary Account	• Prohibited for a portfolio manager and any other investment professional in their product group, including traders, Researchers or Analysts, managing funds for the registered investment company • Members of Investment Control	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

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Purchasing or selling any Security in a manner inconsistent with any recommendation made by that research analyst less than 30 days prior to the proposed purchase or sale	• Prohibited for any Analyst or Researcher	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

Recommending any Security for purchase by the Firm , including writing a research report advocating for the purchase of a Security , where such individual also holds such Security in a Covered Account.	• Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report.	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

Exceptions: Exempt Securities and Exempt Transactions

Pre-clearance is generally not required for Exempt Transactions , or transactions in Exempt Securities . The following tables identify Exempt Securities and Exempt Transactions , and summarizes any pre-clearance and reporting requirements that do apply.


Types of Exempt Securities	Pre-clearance Required?	Reporting Required?	Limitations/Comments
U.S. Government Securities (including agency obligations)	No	No

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Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof	No	No

Bank certificates of deposit or time deposits	No	No

Bankers’ Acceptances.	No	No

Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes, repurchase agreements, and municipal bonds.	No	No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.	Ask the appropriate product attorney in the Legal Department for clarification if any questions.

Shares in money market mutual funds or a fund that appears on the exempt list.	No	No

Shares in open-end investment companies not advised or sub-advised by the Firm.	No	No	See Prohibited Third-Party Registered Investment Companies

Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm.	No	No

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Stock index futures, futures on U.S. Government Securities, Eurodollar futures contracts, and non-financial commodities	No	No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.

Municipal bonds traded in the market	No	No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.	No

Trades in Non-Discretionary Accounts which you, your spouse, your domestic partner, or your significant other established.	No	Opening of the account must be reported, with evidence that it is non-discretionary. No reporting of trades required.

Securities purchased or sold through an Auto-Trade	No	No additional reporting if transacted through a linked account with a Linked Broker, or broker supplying copies of statements.

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Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.	No	No additional reporting if purchased through a Linked Account with a Linked Broker, or broker supplying copies of statements.

Interests in Firm -sponsored limited partnerships or other Firm -sponsored private placements .	No, unless a transfer.	Yes

Securities acquired in connection with the exercise of an option.	No, unless cash is received in connection with exercise of the option	Yes, securities received must be reported.

Stock options issued by Société Générale S.A. to TCW employees	No	No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.

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Exempt Transactions

Pre-clearance Required?

Reporting Required?

Limitations/Comments

De Minimus Transactions:

• equity market transactions, including ETFs, for up to 200 shares per trade.

Yes

These exceptions do not apply to trades in:

• IPOs,

• Private Placements,

• other

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• bond market transactions of up to $25,000 market value per trade.			Limited Offerings (other than those sponsored by the Firm ), • Securities otherwise subject to any trading restriction, either Firm-wide or applicable to the Access Person .

Transfers of interests in Firm - sponsored Private Placements that are • Estate planning transfers • Court-ordered transfers	No	No

Purchases or sales of a MetWest or TCW Fund in a Firm Account	No	No	Compliance with frequent trading rules required

Purchases or sales of a MetWest or TCW Fund in a non- Firm Account	No	No	Compliance with frequent trading rules required

Transacting in Securities if the Firm acts as an adviser or distributor for the investment, offered in: • A hedge fund; • Private Placement; or • Other Limited Offerings	No	Yes

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Exemptive Relief

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics. The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers . The Approving Officers shall meet or otherwise exchange views (by email or otherwise) on an ad hoc basis upon written request by an Access Person that states the basis for any requested approval or exemption. The Approving Officers may, under appropriate circumstances, approve requests for an individual, a group or a class. The Approving Officers have no obligation to grant any requested approval or exemption.

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.

Personal Investment Reporting

TCW receives automated feeds from many major brokers (“ Linked Brokers ”). If your broker is not a Linked Broker , you must ensure that TCW receives duplicate broker statements. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker .

All reports are filed online through the internet at http://tcw.starcompliance.com .

If you will not be able to access the Internet to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.

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Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts . You must use the StarCompliance, http://tcw.starcompliance.com , system to enter information about each Covered Account:


Activity	Comments	Exceptions
• Upon becoming an Access Person • Upon opening a new Covered Account while you are an Access Person	The Administrator of the Code of Ethics can inform you if you broker is a Linked Broker , and set up your account for automated feed. If your broker is not a Linked Broker , the Administrator of the Code of Ethics can assist you with a release letter (“407 letter”) to allow TCW to receive duplicate statements.	You are not required to report or enter information for: • Outside Fiduciary Accounts • Accounts that hold only third party mutual funds

• Upon closing, or making any change to, a Covered Account while you are an Access Person	Update StarCompliance	N/A

•

Separate Accounts . You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm .

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Holdings Reports

These reports are available on http://tcw.starcompliance.com .


Report Name	When Due	Additional Requirements
Initial Holdings Report	Within 10 days after becoming an Access Person	Include all securities except Exempt Securities (see chart above) and securities in Non-Discretionary Accounts. Include all Covered Accounts . Holdings must be current no earlier than 45 days before you became an Access Person

Quarterly Reports	By each January 10, April 10, July 10 and October 10	Must be filed even if there were no transactions during the period.

Annual Holdings Report	By January 31 of each year	Same as Initial report, except that holdings must be current as of December 31 of the prior year.

Annual Compliance Certification	By January 31 of each year

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Policy Statement on Insider Trading

Members of the Firm occasionally come into possession of material, non-public information or “ inside information ”. Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information .

The SEC rules provide that any purchase or sale of a security while “having awareness” of inside information is illegal regardless of whether the information was a motivating factor in making a trade.

Courts may attribute one employee’s knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term “Ethical Walls”).

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.

TCW Policy on Insider Trading

Trading Prohibition

•

No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company’s securities)while in possession of material, non-public information about the company (except in limited circumstances discussed below).

•

This applies in the case of both publicly traded and private companies.

•

This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

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If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the product attorney in the Legal Department, the General Counsel, or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted.

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Communication Prohibition

No Access Person may communicate material, non-public information to others who have no official need to know. This is known as “tipping,” which also is a violation of the insider trading laws, even if you as the “tipper” did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

Remember that TCW Funds and TSI are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firm’s policies is illegal.

The prohibition on sharing material, non-public information extends to affiliates such as Buchanan Partners and Carlyle entities.

What Is Material Information?

Information (whether positive or negative) is material:

•

When a reasonable investor would consider it important in making an investment decision or

•

When it could reasonably be expected to have an effect on the price of a company’s securities.

Some examples of Material Information are:

•

Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes,

•

Projections, major capital investment plans

•

Significant merger, tender offers, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,

•

New product releases or schedule changes,

•

Significant accounting changes, credit rating changes, write-offs or charges,

•

Major technological discoveries, breakthroughs or failures,

•

Major contract awards or cancellations,

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•

Governmental investigations, major litigation or disposition of litigation; or

•

Extraordinary management developments or changes.

Because no clear or “bright line” definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to your product attorney, the General Counsel or the Chief Compliance Officer.

What Is Non-Public Information?

Non-public information is information that:

•

Has not been disseminated broadly to investors in the marketplace;

•

Has not become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape,” a press release, Bloomberg, release by Standard & Poor’s or Reuters, or publication in the Wall Street Journal or other generally circulated publication.

Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases?

Examples of how a person could come into possession of inside information include:

Board of Directors’ Seats or Observation Rights

•

Most public companies have restrictions on trading by Board members except during trading window periods.

•

Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Report on Outside Directorships and Officerships that is posted on the myTCW intranet and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.

•

If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made. See “Outside Activities Service as a Director”.

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Portfolio Managers:

•

Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or

•

Having an intent to control or work with others to attempt to influence or control a company

should be mindful of:

•

SEC filing obligations under Section 16 of the Exchange Act

•

“Short swing profits” restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.

Deal-Specific Information

Employees may receive inside information for legitimate purposes such as:

•

In the context of a direct investment, secondary transaction or participation in a transaction for a client account

•

In the context of forming a confidential relationship

•

Receiving “private” information through on-line services such as Intralinks.

This “deal-specific information” may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:

•

mezzanine financings,

•

loan participations, bank debt financings,

•

venture capital financing,

•

purchases of distressed securities,

•

oil and gas investments and

•

purchases of substantial blocks of stock from insiders.

It should be assumed that inside information is transmitted whenever:

•

A confidentiality agreement is entered into;

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•

An oral agreement is made or an expectation exists that you will maintain the information as confidential; or

•

There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship.

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the product attorney in the Legal Department for your area, who then will implement the appropriate Ethical Wall and trading procedures.

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Creditors’ Committees

Members of the Firm may be asked to participate on a Creditors’ Committee which is given access to inside information . Since this could affect the Firm’s ability to trade in securities in the company, before agreeing to sit on any official Creditors’ Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.

If you sit on an informal Creditors’ Committee, consult with the product attorney to confirm whether the committee could receive material non-public information from an issuer that would impose restrictions or the need for an Ethical Wall .

Information about TCW Products

Persons involved with the management of the Firm’s limited partnerships, trusts, and mutual funds could come into possession of inside information about those funds that is not generally known to their investors or the public. The following could be considered inside information:

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Plans with respect to dividends, closing down a fund or changes in portfolio management personnel

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Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or

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A large-scale buying or selling program or a sudden shift in allocation that was not generally known

Disclosing holdings of the TCW Funds or TSI on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Funds or TSI on a monthly basis beginning on the 15th calendar day following the end of that month (or, if not a business day, the next business day thereafter). Disclosure of these funds’ holdings at other times requires special confidentiality procedures and must be pre-cleared with the product attorney See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure.

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel. Department Heads for each product area, the head of mutual funds

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for the Firm , and the product attorney in the Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.

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Contacts with Public Companies

Contacts with public companies are an important part of the Firm’s research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.

If an issue arises in this area, a research analyst’s notes could become subject to scrutiny. Research analyst’s notes have become increasingly the target of plaintiffs’ attorneys in securities class actions.

The SEC has declared publicly that they will take strict action against what they see as “selective disclosures” by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insider’s fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer.

What Is The Effect Of Receiving Inside Information?

Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:

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Establish an Ethical Wall around the individual or a select group or department, and/or place a “firm wide restriction” on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm , whether for a client or personal account unless

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there is specific approval from the Compliance or Legal Departments.

In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall , the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to “isolate” the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.

In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.

Does TCW Monitor Trading Activities?

Yes, the Compliance Department and Investment Control monitor through one or more of the following:

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Conducts reviews of trading in public securities listed on the Restricted Securities List .

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Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

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Conducts monitoring of the Ethical Walls .

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Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm’s policies.

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Reviews securities holding and transaction reports as required by SEC rules and regulations.

Penalties and Enforcement by SEC and Private Litigants

Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm . Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. These could include:

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Paying three times the amount of all profits made (or losses avoided),

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Fines of up to $1 million,

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Jail up to 10 years, and

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Civil lawsuits by shareholders of the company in question.

The regulators, the market and the Firm view violations seriously.

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What You Should Do If You Have Questions About Inside Information?


Topic		You Should Contact:*
If you have a question about: • The Insider Trading Policy in general • Whether information is “material” or “non-public” • Whether you have received material non-public information about a public company • Obtaining deal-specific information (pre-clearance is required) • Sitting on a Creditors’ Committee (preapproval is required) • Need to have an Ethical Wall established • Terminating an Ethical Wall • Section 13/16 issues • Who is “within” or “outside” an Ethical Wall		The product attorney, General Counsel or Chief Compliance Officer.

If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)		Department Head for product area or for mutual funds or such group’s product attorney (who will coordinate as necessary with the Administrator of the Code of Ethics

If you: • Wish to take a Board of Directors seat, serve as an alternate on a Board or sit on a Creditors Committee ( Pre-approval is required ) • Have questions about the securities listed on the Restricted Securities List • Want permission to buy or sell a security listed on the Restricted Securities List		Administrator of the Code of Ethics

In the event of inadvertent or non-intentional disclosure of mutual non-public information		Product attorney or General Counsel who will notify the Chief Compliance Officer because the Firm may be required to make prompt disclosure.

*	References in this Policy to the General Counsel and Chief Compliance Officer include persons who they have authorized in their respective departments to handle matters under this Policy.

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Ethical Wall Procedures

The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to “quarantine” or “isolate” the individuals or select group of persons with the inside information within the Ethical Wall .

Identification of the Walled-In Individual or Group

The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors’ Committee, serving on a Board in a capacity related to the Firm’s investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the product attorney, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important.

Isolation of Information

Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the product attorney in the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

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If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the product attorney, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as “inside the wall” and will be subject to all Ethical Wall restrictions in this policy.

Restrictions on Access to Information

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

Trading Activities by Persons within the Wall

Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions excep t:

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Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given ( Note that if the transaction is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine any disclosure obligations to the counterparty, and

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In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client.

Termination of Ethical Wall Procedures

When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has

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become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors’ Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain “window periods” when the company permits such “access” persons to trade.

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Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm .

Maintenance of Restricted List

The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics, who distributes it as necessary. In some cases, the list may note a partial restriction (e.g. restricted as to purchase, restricted as to sale, or restricted as to a particular group or person). The Administrator of the Code of Ethics_updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List 2should not be considered the complete list – the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

The Restricted Securities List includes securities for foreign and domestic public reporting companies where Firm personnel (i) serve as directors, board observers, officers, or members of official creditors’ committee (ii) have material, non-public information or

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(iii) have an agreement or arrangement to maintain information as confidential.

Exemptions

Once an issuer is placed on the Restricted Securities List , any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics (or another member of the Compliance Department who will consult with, as appropriate, an attorney in the Legal Department, General Counsel, or Chief Compliance Officer). In certain circumstances where a group continuously receives material non-public information as part of its strategy, a global Ethical Wall will be imposed on the department in lieu of placing all of the issuers for which it has information on the Restricted Securities List .

Consent to Service on Board of Directors and Creditors’ Committees

To monitor situations where inside information may become available by reason of a Board position, employees are required to obtain consent for accepting positions on non- Firm Boards of Directors whether as part of Firm duties or in a personal capacity. Similarly, consent is required for employees to sit on Creditors’ Committees, and employees should contact the Administrator of the Code of Ethics.

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Anti-Corruption Policy

Statement of Purpose

TCW (the “ Firm ”) is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), the U.S. Travel Act (the “ Travel Act ”), the U.K. Bribery Act of 2010 (the “ Bribery Act ”) and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “ OECD Convention ”). The purpose of this Anti-Corruption Policy (the “ Policy ”) is to ensure compliance with all applicable anti-corruption laws and rules.

Of course, no policy can anticipate every possible situation that might arise. As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor/ Firm contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.

Scope

This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm , including agents, representatives, temporary agency personnel, consultants, and contract-basis personnel, wherever located (collectively referred to as “ Firm Personnel ”). Violations of this Policy may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.

Prohibited Conduct

Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement (“ Gift ”) for the benefit of any person, including a Foreign Official or Domestic Official, with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.

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“ Foreign Official ” includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a “ Foreign Official ,” Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.

“Domestic Official ” means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.

For purposes of this Policy , Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.

All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third party’s) must not be used to accomplish what is otherwise prohibited by this Policy .

Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.

Permitted Conduct

Firm Personnel may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.

You should always notify your supervisor or group or department head before, or after, providing or accepting any Gifts or Entertainment, even if no other approval is required. As discussed below, Firm Personnel may also be required to obtain approval when giving or receiving certain Gifts and Entertainment . Unless otherwise specified below, if approvals are required, you must submit your request for approval to the Administrator of the Code of Ethics. Firm Personnel must always obtain prior written approval from the Administrator of the Code of Ethics for any

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Gifts or Entertainment provided to a Foreign Official or Domestic Official . The Administrator of the Code of Ethics shall elevate in the event of high risk or higher value gifts, or as otherwise necessary or appropriate.

Gifts

A “ Gift ” is anything of value given or received without paying its reasonable fair value ( e.g . merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where Firm Personnel are not present as attendees). Entertainment (as defined below) is not a Gift .

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A Gift must only be provided as a courtesy or token of regard or esteem (“ Token Gift ”).

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Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment.

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Gifts of cash or cash equivalents are prohibited.

You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws.

Entertainment or Similar Expenditures

“Entertainment” generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.

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Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive ( e.g ., 3 days of golf for a 1-day seminar is excessive and not reasonable).

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You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws.

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Firm Personnel are required to follow the approval process set forth below to obtain the requisite approvals, if any, before giving or receiving Gifts or Entertainment .

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients’ independent business judgment. Therefore, the Policy establishes reasonable limits and procedures relating to giving and receiving Gifts and Entertainment .

If approval is required, Firm Personnel should complete the Request Form for Approval for Gift/Entertainment (unless another form is listed), submit the form to the Administrator of the Code of Ethics, and wait for a decision before taking any action. The Administrator of the Code of Ethics shall review the submission with your supervisor, department head, the Chief Compliance Officer, the Chief Operating Officer and/or the General Counsel, as appropriate. The Request Forms are attached to this Policy and also available on the Firm’s intranet under the Policies and Procedures tab under the Forms hyperlink. If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval.

Gifts Provided By the Firm/Firm Personnel


Type of Gift To Be Given		Approval Required
Cash Gifts (including gift cards)		Prohibited

Token Gifts ( e.g . bottles of wine, fruit baskets, books) under $100 (unless given to a Foreign Official or Domestic Official )		No Approval Required

Gifts in excess of $100 that seem appropriate under the circumstances		Pre-Approval Required

Gifts to Foreign Officials or Domestic Officials (regardless of value)		Pre-Approval Required

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Charitable Gifts given on behalf of the Firm		Pre-Approval Required. The Charitable Contribution request form must be completed before making the Gift.

Gifts by TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (“TFD”) Registered Persons aggregating less than $100 per year		No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing: • Name of recipient(s) • Date of Gift (s) • Value of Gift (s) A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firm’s logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the “de minimis” standard, then the gift should be logged.

Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient’s employer. Examples of gifts not relating to the business of the recipient’s employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family relationship between you and the recipient.		Pre-Approval Required, And Must Maintain Log Showing: • Name of recipient(s) • Date of Gift (s) • Value of Gift (s)

Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient’s employer		Prohibited

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Gifts to Unions or Union Officers		Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM Information Report is required to be completed, approved by an officer and submitted to the Firm’s Controller or the Controller’s designee for each occurrence. The Controller or designee will provide a copy to the Administrator of the Code of Ethics.

Entertainment and Hospitality Provided by the Firm/Firm Personnel


Amount		Approval Required
$250 or less per person and $2,500 or less in aggregate per event		No Approval Required

Greater than $250 per person or $2,500 or more in aggregate per event		Pre-Approval Required

Attendance and participation at industry sponsored events (for example, purchasing a table at an industry conference)		No Approval Required

If provided to a Foreign Official or Domestic Official (regardless of value)		Pre-Approval Required

Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised.

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Gifts and Entertainment Received by Firm Personnel

You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances.

If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift , (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm , give it to the Administrator of the Code of Ethics, which will donate it to charity. Firm Personnel are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics.

If the host of an event is personally present at the event, the event will be considered Entertainment ; otherwise, it will be considered a Gift . You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. There may be some circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment . Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm , use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics shall review such situation with your supervisor, department head, the Chief Compliance Officer, the Chief Operating Officer, and/or the General Counsel, as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.

In light of the nature of Gift -giving and the impromptu nature of some Entertainment , approval for Firm Personnel accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment .


Type of Gift/Entertainment Received		Approval Required
Cash Gifts		Prohibited

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Solicitation by Firm Personnel of Gifts from clients, suppliers, brokers, business partners, or potential business partners		Prohibited

Appropriate Gifts with value of $100 or less		No Approval Required

Ticket(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below)		No Approval Required

Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances		Approval Required

Gifts given to a wide group of recipients ( e.g . closing dinner Gifts , holiday Gifts )		No Approval Required

Gifts received from the same donor more than twice in a calendar year		Approval Required

Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year		Approval Required

Entertainment over $250 per event		Approval Required

Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the “ Speaker Exemption ”)		No Approval Required

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Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes		Approval Required

Political Contributions

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business. See the Code of Ethics for further information on the Firm’s policies related to political contributions and activities.

Facilitating Payments are Prohibited

The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action ( e.g. , processing governmental papers, providing police protection, and providing mail service) under limited circumstances (“ Facilitating Payments ”). Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.

Health or Safety Exception

Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel ( or anyone else) is at risk. If a payment is made pursuant to this limited exception, Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk. The payment must also be accurately recorded in the Firm’s books and records.

Third Party Representatives

Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives,

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business partners, consultants, contractors or any other third party engaged to act on the Firm’s behalf (collectively “ Third Party Representatives ”). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy. The Administrator of the Code of Ethics is required to approve all engagements with Third Party Representatives, after consultation with the Legal Department. To facilitate the due diligence process, Firm Personnel should refer to the Standard Operating Procedure for Conducting Anti-Corruption Due Diligence and Third-Party Screening (see Appendix A). In addition to initial screening, all Third Party Representatives will be subject to periodic supplemental screening procedures under the Firm’s Standard Operating Procedure for Conducting Anti-Corruption Due Diligence and Third-Party Screening.

Furthermore, Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the General Counsel . Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern).

Red Flag Reporting

Firm Personnel are required to promptly report to the Administrator of the Code of Ethics any situations that raise anti-corruption compliance Red Flags . All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues. The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward. Red Flags include (but are not limited to):

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A request for reimbursement of extraordinary, poorly documented, or last minute expenses;

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A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty;

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A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency;

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An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business;

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A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy , applicable anti-corruption laws and rules;

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A refusal, if asked, to disclose owners, partners, or principals;

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Use of shell or holding companies that obscure an entity’s ownership without credible explanation;

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As measured by local customs or standards, or under circumstances particular to the party’s environment, the party’s business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm;

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The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and

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In the case of engaging a Third Party Representative, the potential Third Party Representative:

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has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm ;

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is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm ;

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displays ignorance of or indifference to local laws and regulations;

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is unable to provide appropriate business references;

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lacks transparency in expenses and accounting records;

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is the subject of credible rumors or media reports of inappropriate payments; or

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requests payment that is disproportionate to the services provided.

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Mandatory Reporting

Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy . All suspected violations of this Policy , including minor violations, should be reported. For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be reported. In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts , payments or other inducements from them, including any request made by a Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.

Firm Personnel may also report suspected violations of this Policy as specified in the Firm’s Whistleblower Policy.

Non-Retaliation

The Firm has a Whistleblower Policy , located in the Code of Ethics , which includes, among other items, non-retaliation for persons reporting on activity that is illegal or does not comply with the Firm’s policies and procedures. Please reference the Whistleblower Policy for more information.

Books and Records

The Firm is required to maintain books and records that accurately reflect the Firm’s transactions, use of Firm assets, and other similar information. The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firm’s actions, particularly with respect to the disposition of corporate assets. In particular, Firm Personnel must timely, accurately and fully complete all applicable reports and records. When dealing with Foreign Officials, Domestic Officials , current or prospective customers, suppliers, counterparties, or Third Party Representatives (each a “ Covered Recipient ”) or international transactions, Firm Personnel must obtain all required approvals from the Firm , and when appropriate, from foreign governmental entities. All payments to a Covered Recipient must be reported as such. The Firm should not create any undisclosed or unrecorded

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accounts for any purpose. False or artificial entries are not to be made in the books and records of the Firm for any reason.

Transactions should be recorded in conformity with accepted accounting standards designed to prevent off-the-books transactions such as bribes. All accounting records, expenditures, expense reports, invoices, vouchers, gifts, and business entertainment should be accurately and reliably reported and recorded. Any and all payments by or on behalf of the Firm may only be made on the basis of appropriate supporting documentation and only for the purpose specified in the documentation. In addition, no payments to any third-party shall be made in cash other than documented petty cash disbursements and no corporate checks shall be written to “cash,” “bearer,” or third-party designees of the party entitled to payment.

Outside Business Activities

Outside Employment, Service as a Director and Fiduciary Appointments.

Generally

The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:

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interferes, competes, or conflicts with the interests of the Firm .

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Employment in the securities brokerage industry is prohibited.

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Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.

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encroaches on normal working time or otherwise impairs performance,

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implies Firm sponsorship or support of an outside organization, or

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adversely reflects directly or indirectly on the Firm .

For outside employment that is not prohibited, you must obtain the Firm’s prior written approval as provided below. The decision will be sent to the Human Resources Department with a copy to the Administrator of the Code of Ethics. An approval may be withdrawn at any time for any reason.

All employees are required to complete the initial Outside Business Activity Form and the annual Report on Outside Business Activity annually.

Service as Director

Except as provided below, an employee must obtain the prior written approval as provided below to serve as a director or in a similar capacity of any non- Firm company or institution. An approval may be subject to procedures to safeguard against conflicts of interest.

You do not need approval to serve on the Board of a non-investment related activity that is exclusively charitable, fraternal, religious, civic, and is recognized as tax exempt, that is not a client of the Firm and that has no business relation with the Firm . You must, however, get written approval later if the entity expects to engage in business with the Firm or to become a client.

Fiduciary Appointments

Except as provided below, no Firm employee may accept appointment as:

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executor, trustee, guardian, conservator, general partner, or other fiduciary, or

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as a consultant in connection with fiduciary or active money management,

without prior written approval as provided below. This policy does not apply to appointments involving service on the Board of a charitable, civic, or nonprofit company if the employee does not act as an investment adviser for the entity’s assets.

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If the Firm grants you approval, it may classify the appointment as an Outside Fiduciary Account . Securities transactions for accounts in which you serve as a fiduciary will be subject to the Personal Investment Transactions Policy.

Compensation, Consulting Fees and Honorariums

Any compensation you expect to receive for outside services must be disclosed. If you have received approval for outside employment, you may retain previously-disclosed compensation for such service including honorariums for publications, public speaking appearances, instruction courses at educational institutions, and similar activities except:

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compensation received for service as a director or officers of an entity as part of your employment activities with the Firm; or

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as otherwise provided by the terms of the approval.

Report the amount of this compensation, in writing, to the Chief Operating Officer who will provide a record of the compensation to the Human Resources Department . Direct any questions about compensation you may retain to the Chief Operating Officer . If you receive compensation that was not expected or approved, you must report it to the Administrator of the Code of Ethics.

Serving As Treasurer of Clubs, Houses of Worship, Lodges

An employee may act as treasurer of non-investment related organizations that are exclusively charitable, fraternal, religious, civic, and are recognized as tax exempt, . Funds belonging to such organizations must not be commingled with the Firm’s funds.

Obtaining Approval

Contact the Administrator of the Code of Ethics to seek any required approval of outside activities. The requirements for requests and the reviewing parties are described below:

Activity

Approving Parties

Outside Employment

Service as Director

Fiduciary Appointment

• Department Head (or supervisor if you are a Department Head); and

• Approving Officers

• Complete the Outside Business Activities Form (the “ OBA Form ”)

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Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm . Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual’s right to participate in the political process.

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See the Special State Rules Section below for additional limits for the States of Connecticut and New Jersey.

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If you have any questions about political contributions or activities, contact the General Counsel .

General Rules

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual’s right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

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All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.

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Rules Governing Firm Contributions and Activities

Federal Elections

The Firm is prohibited from:

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making or facilitating contributions to federal candidates from corporate treasury funds,

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making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

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using corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

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making partisan communications to its “rank and file” employees or to the public at large.

Contributions to State and Local Candidates and Committees

The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:

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using the Firm’s funds for any political contributions to state or local candidates, or

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making any political contribution in the Firm’s name.

Exemptive Relief

To seek approval for an exemption from any requirement of the foregoing policies governing Political Activities & Contributions, contact the Administrator of the Code of Ethics and provide them with a written statement of the request indicating the basis for the requested exemption. The Administrator of the Code of Ethics will coordinate review of the request. Any exemption will require the approval of the General Counsel .

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Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

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causing TCW to incur expenses by using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm -provided refreshments at a political event. (some exceptions to this ban may apply; see On Premises Activities Relating to Federal Elections below), and

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directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:

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the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval.

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the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

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the activities do not prevent the individual from completing normal work or interfere with the Firm’s normal activity,

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the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and

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the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.

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TCW follows the above policy for activities related to state and local elections.

Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

Pre-Approval of all Political Contributions and Volunteer Activity

Each TCW and Buchanan Street employee, and their spouse, domestic partner and relative or significant other sharing the same house, must obtain approval before :

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making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office , or a campaign committee, political party committee, other political committee or organization (example: Republican or Democratic Governors Association) or inaugural committee. A Contribution includes anything of value for given to or paid:

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influence any election for federal, state or local office;

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pay any debt incurred in connection with such election; or

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pay transition or inaugural expenses incurred by the successful candidate for state or local office.

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volunteering their services to a political campaign, political party committee, political action committee (“PAC”) or political organization.

Contact the Administrator of the Code of Ethics to seek prior approval of any proposed Contribution or volunteer political activity.

Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.

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New Hires, Transfers and Promotions to Covered Associate Position

New hires, transfers and promotions to positions may not be made without the prior review of their political contributions and activities by Compliance . Human Resources will gather information on any new hire or on any employee being transferred or promoted. The information shall include information about the political contributions or activities of the new hire or employee’s spouses, domestic partners and relatives or significant others sharing the same house. Compliance can exempt individuals or categories of employees from this review.

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Confidentiality

REQUESTS FOR APPROVAL AND QUARTERLY REPORTS SHALL BE TREATED AS CONFIDENTIAL AND TO BE REVIEWED ONLY BY PERSONS WITH A “NEED TO KNOW”, REGULATORS AND AS OTHERWISE REQUIRED BY LAW.

Participation in Public Affairs

The Firm encourages its employees to support community activities and political processes. Normally, voluntary efforts take place outside of regular business hours. If voluntary efforts require corporate time, or you wish to accept an appointive office, or you run for elective office, contact the Administrator of the Code of Ethics who will coordinate review for approval by:

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the head of your Department or your supervisor if you are head of your Department, and

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the Chief Administrative Officer.

You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm .

Employees participating in political activities do so as individuals and not as representatives of the Firm . You may not:

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use either the Firm’s name or its address in material you mail or fundraising, and

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identify the Firm in any advertisements or literature, except as necessary biographical information.

Fundraising and Soliciting Political Contributions

Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm , unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead is prohibited

Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:

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originate from the individual’s home address,

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make clear that the solicitation is not sponsored by the Firm , and

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make clear that the contribution is voluntary on the part of the person being solicited.

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SPECIAL STATE RULES

Connecticut:

Directors, officers, and managerial or discretionary employees of the Firm who have direct, extensive, and substantive responsibilities with respect to the negotiation of contracts with the State of Connecticut or any state agency may not make political contributions to or request contributions, participate in fundraising, serve as a chair of a committee, or serve on a fund raising committee for:

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candidates or exploratory committees for the offices of Governor, Lieutenant Governor, Attorney General, State Controller, Secretary of State, State Treasurer, State Senator, State Representative, and

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any state party or political committee.

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These prohibitions do not apply to activities related to local offices or local subdivisions.

NEW JERSEY:

Officers of the Firm and third-party solicitors may not:

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make political contributions to New Jersey state or local officials, employees, or candidates for office, or

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engage in any payment to a political party in New Jersey.

The New Jersey restrictions apply to New Jersey state and local elections, New Jersey state and local incumbents and candidates, and political parties and committees of any kind and at any level in New Jersey. They do not apply with regard to candidates for federal office.

These rules prohibit:

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making or soliciting money or “in-kind” contributions,

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funding, coordinating or reimbursing a contribution by someone else,

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participating in fundraising activity, and

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engaging in any other activity that is designed indirectly, including through the employee’s spouse or other family members, to accomplish otherwise prohibited political activity. Officers may not instruct or influence other employees to participate in these activities on their behalf.

An officer may make contributions to:

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Candidates and incumbents for state and local elective office for whom the officer eligible to vote of $250 or less per official or candidate per election, or

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New Jersey political parties of $250 or less per party per year.

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Support of Candidates, Initiatives, and Special Purpose Organizations Hostile to Defined Benefit Plans

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The Firm considers the support of candidates, initiatives, or special purpose political action organizations that threaten or otherwise jeopardize the future of employer-sponsored or union-sponsored defined benefit plans that are intended to provide security to their members often to be against the interest of our client base. As such,

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the Firm will not sponsor or contribute to such candidates, initiatives or special purpose political action organizations, and

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employees of the Firm are urged to not sponsor or contribute to such candidates, initiatives, or special purpose political action organizations.

Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm . Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

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selling information to which an employee has access because of his/her position,

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acquiring any property interest or right when the Firm is known to be interested in the property in question,

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receiving a commission or fee on a transaction that would otherwise accrue to the Firm , and

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diverting business or personnel from the Firm .

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm ), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.

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You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

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Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

Corporate Property or Services

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firm’s expense.

Use of TCW Stationery

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice.

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Avoid statements that might be interpreted as legal advice; and

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Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.

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Confidentiality

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer .

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Sanctions

The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code , including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.

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Reporting Illegal or Suspicious Activity - “Whistleblower Policy”

Policy

The Firm is committed to compliance with the law and its policies in all of its operations. The Firm’s employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The Firm requires that all employees report activity that is illegal or does not comply with the Firm’s policies and procedures (“ Compliance Issues ”), including this Code . Reports about Compliance Issues will be held confidentially by the Firm except in limited circumstances. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.

Procedure

In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues .

An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. “Good faith” means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.

The report should be made to the Chief Compliance Officer or the General Counsel and may be made via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the Chief Compliance Officer and the General Counsel . Reports may also be made directly to the Chief Compliance Officer or the General Counsel , in person or in writing (including email). Reports may

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also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21 ^st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a report, employees should state in as much detail as possible the facts that raised a concern.

The Chief Compliance Officer and General Counsel will consult about the investigation as required. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer , the General Counsel or an external party.

The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm’s response to their reports.

The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

Each quarter (or more frequently as necessary), the Chief Compliance Officer or General Counsel will provide TCW’s Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney General’s whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation

Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

Annual Compliance Certification

The Firm will require all Access Persons and Firm directors to certify annually that

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they have read and understand the terms of this Code

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recognize the responsibilities and obligations incurred by their being subject to this Code , and

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they are in compliance with the requirements of this Code including, but not limited to, the personal investment transactions policies contained in this Code.

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Glossary

Access Persons – Includes all of the Firm’s directors, officers, and employees, except directors who (i) do not devote substantially all working time to the activities of the Firm , and (ii) do not have access to information about the day-to-day investment activities of the Firm . A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.

Account – A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT , and CBO / CDO / CLO ).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

Approving Officers – One of the Chief Administrative Officer or the Chief Risk Officer and one of the General Counsel or the Chief Compliance Officer.

Auto-Trades – Pre-instructed transactions that occur automatically following the instruction, such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs.

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Beneficial Interest – an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

BNY Mellon – The Bank of New York Mellon, the entity to which the Firm has outsourced client accounting and related operations for Accounts other than the Firm’s proprietary mutual funds and wrap accounts.

CBO – Collateralized bond obligation.

CDO – Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

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Chief Compliance Officer – The Chief Compliance Officer of TCW . For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO – Collateralized loan obligation.

Code of Ethics – This Code of Ethics.

Compliance Issue – activity that is illegal or does not comply with the Firm’s formal written policies and procedures

Contribution – includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.

Covered Account – Account of an Access Person or related Covered Person

Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person , or any other person is the Access Person has a “ beneficial interest ” in the person’s accounts or securities.

Covered Transaction – a transaction in a Covered Account.

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Entertainment – Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.

ETF – Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

Ethical Walls or Informational Barriers – The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Exchange Act – Securities Exchange Act of 1934, as amended. Exempt Securities – Only the Securities (or Securities obtained in transactions) described in the subsection Securities or Transactions Exempt from Personal Investment Transactions Policy.

Firm or TCW – The TCW Group of companies.

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Foreign Official – Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official .

General Counsel – The General Counsel of TCW . For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift – Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment , it does not fall within the category of Gifts .

IPO – Initial public offering. An offering of securities registered under the Securities Act , the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act .

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Inside information – Material, non-public information.

Investment Personnel – Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Control Department.

IRA – Individual Retirement Account.

Limited Offering – An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.

LM Information Report – Report required for reporting gifts or entertainment to labor unions or union officials.

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Material Information – Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

MetWest – Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

Non-Discretionary Accounts – Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

Outside Fiduciary Accounts – Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics .

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PAT – Pre-Authorization to Trade that can be found at http://tcw.starcompliance.com.

Private Placements – An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .

REIT – Real estate investment trust.

Registered Person – Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD .

Restricted Securities List – A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

SEC – Securities and Exchange Commission.

Securities – Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs , shares of mutual funds, and

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other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.

Securities Act – Securities Act of 1933, as amended.

TAMCO – TCW Asset Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm – The TCW Group of companies.

TCW Advisor – Includes TAMCO , TIMCO , MetWest, WGA and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TFD – TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer.

TCW Funds – TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO or the Metropolitan West Funds, each of its series, and any proprietary, registered, open-end investment companies (mutual funds) advised by Metropolitan West Asset Management, LLC.

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TIMCO – TCW Investment Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI – TCW Strategic Income Fund, Inc., and any other proprietary, registered, closed-end investment companies advised by TIMCO .

WGA – Westgate Advisors, LLC, a U.S.-registered investment advisor controlled by The TCW Group, Inc.

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Appendix A

Standard Operating Procedures for Conducting Anti-Corruption Due Diligence and Third-Party Screening

1.	Detecting Compliance Issues

To reduce the risk of inadvertent violations by the Firm of applicable anti-corruption laws and rules, proper due diligence must be conducted prior to all transactions where the Firm may be engaging Third Party Representatives , including placement agents or distributors, to operate or interact with clients or portfolio companies outside the U.S. Depending on the circumstances, due diligence of any transaction or engagement may include one or a combination of the following steps:

Reviewing correspondence, payment records, and other relevant materials related to the pertinent transaction partner or circumstance;

Requiring a party to submit a due diligence questionnaire response to the Firm for review;

Performing a risk evaluation of locations known for unethical business practices;

Conducting a search of public records;

Conducting interviews of relevant parties;

Obtaining business references of potential transaction partners;

Conducting a due diligence investigation prior to the engagement of a new Third Party Representative ;

Conducting a background check on a potential transaction partner;

Contacting outside legal counsel as necessary; or

Taking other steps as appropriate.

In consultation with the Compliance Department, in determining the scope and parameters of the due diligence, the individual who is in charge of the transaction/engagement for the Firm is responsible for carrying out the appropriate due diligence. Once

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the due diligence is complete, the Compliance Department is responsible for approving all transactions or engagements based in part on the due diligence that was conducted.

2.	Addressing Compliance Issues

Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the Administrator of the Code of Ethics and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative .

3.	Document Due Diligence Process

The due diligence process in general, and any inquiry into the facts and circumstances of any anti-corruption issue, in particular, as well as the reasonable response to that inquiry, shall be documented in order to demonstrate that the response was reasonable.

As appropriate and necessary to demonstrate that the review was reasonable, the Compliance Department shall maintain records of documents, correspondence, and other materials reviewed or created as part of the Firm’s due diligence and any review of a possible anti-corruption issue. All such records shall be retained for a period of at least five (5) years from the conclusion of the review.

4.	Seek guidance as necessary during the process .

Firm Personnel must consult with the Compliance Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag , or any other similar situation.

5.	Identify and report compliance issues, including Red Flags .

It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all Firm Personnel :

Familiarize yourself with the examples of Red Flags listed in this Policy ; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy ;

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Be vigilant in detecting Red Flags ; it is prohibited to “consciously avoid” or “close your eyes” to a violation or to a Red Flag ;

Look out for Red Flags both before and during a relationship with any transaction partner; and

If you have information concerning a potential Red Flag , contact the Administrator of the Code of Ethics immediately.

No Firm Personnel who in good faith provides information regarding a possible R ed Flag will suffer any retaliation or adverse employment decision as a consequence of such report.

The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur. However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Administrator of the Code of Ethics who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag . Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag . The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.

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Victory Capital Management Inc.

Code of Ethics

Effective November 1, 2014

Last updated: October 29, 2014

Victory Capital Management Code of Ethics

Last updated

October 29, 2014

Table of Contents


	PAGE
I. INTRODUCTION		3

II. DEFINITIONS		4

III. CULTURE OF COMPLIANCE		6

IV. POLICY STATEMENT ON INSIDER TRADING		7

A. Introduction		7
B. Scope of the Policy Statement		7
C. Policy Statement		7
D. What is Material Information?		7
E. What is Non-Public Information?		8
F. Identifying Inside Information		8
G. Contact with Public Companies		8
H. Tender Offers		8
I. Protecting Sensitive Information		9

V. CONFLICTS OF INTEREST		9

A. Gifts and Entertainment		9
B. Political Contributions		10
C. Other Outside Activity		11
D. Other Prohibitions on Conduct		12

VI. STANDARDS OF BUSINESS CONDUCT		12

VII. PERSONAL TRADING, CODE OF ETHICS REPORTING AND CERTIFICATIONS		13

A. Employee Investment Accounts		13
B. Employee Investment Account Reporting		13
C. Personal Trading Requirements and Restrictions		14
D. Representation and Warranties		16
E. Review of Employee Communications		16
F. Certification of Compliance		17
G. Review Procedures		17
H. Recordkeeping		17
I. Sanctions		17
J. Whistleblower Provisions		18

VIII. CONFIDENTIALITY		18

IX. REPORTING TO THE VICTORY FUND BOARD		18

X. VIOLATION GUIDELINES		19

APPENDIX 1 - AFFILIATED FUNDS		20

APPENDIX 2 - APPROVED BROKER LIST		21

APPENDIX 3 - INVESTMENT ACCOUNT DISCLOSURE		22

APPENDIX 4 - REPORTABLE SECURITIES		23


		© 2014, Victory Capital Management, Inc.		Page 2 of 23

Victory Capital Management Code of Ethics

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I. Introduction

Victory Capital Management Inc. (“Victory”), a Registered Investment Adviser, has designed its Code of Ethics (“Code”) to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 17j-1(b) under the Investment Company Act of 1940, as amended (“Investment Company Act”).

Victory employees and representatives of Victory have a responsibility to aspire to the highest ethical principles. Moreover, each employee is required to comply with all applicable Federal and State securities regulations. The Code describes additional obligations under applicable regulations and sets forth certain standards that have been adopted by Victory to ensure its employees fulfill such duties and obligations. The provisions of the Code are not all-inclusive. Rather, they are intended as a minimum baseline for employees in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult Victory’s Chief Compliance Officer (“CCO”), or a member of the Compliance team.

Victory Capital Advisers, Inc. (“VCA”), a Victory affiliate, is a registered broker-dealer and principal underwriter of the Victory Funds and has adopted this Code in compliance with Rule 17j-1(b) under the Investment Company Act.

Victory recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business and our industry, Victory has implemented certain standards and limitations designed to minimize these conflicts and help ensure employees focus on meeting their duties as a fiduciary to our clients.

Victory’s reputation is of paramount importance; therefore, Victory will not tolerate blemishes as a result of careless personal trading or other conduct prohibited by the Code. Consequently, material violation(s) of the Code will be subject to harsh sanctions. Repetitive issues related to violations of the Code may result in limitations on personal securities trading or other disciplinary actions taken by Victory, up to and including termination of employment.


		© 2014, Victory Capital Management, Inc.		Page 3 of 23

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II. Definitions

“Access Personnel” or “Access Person” - all employees of Victory or anyone deemed an Access Person by the Chief Compliance Officer (“CCO”), unless otherwise determined by the CCO to be exempt from this definition based on their ability to access proprietary information.

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

“Beneficial Interest” - persons or entities that have the right to receive benefits, directly or indirectly, on assets held by another party. This applies to:

•

The employee.

•

Any member of the employee’s immediate family sharing the same household.

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Any partnership as to which the employee is a general partner.

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Any account for which (a) the employee is the trustee and such employee or any member of his or her immediate family is a beneficiary, (b) the employee is a beneficiary and controls or shares control of the trust’s investments, or (c) the employee is a settler, has the power to revoke the trust without the consent of another person and shares investment control over the trust’s investments.

“Blackout Period” - a security that is traded in a client account is restricted from employee trading for seven (7) calendar days before and after the client trade is executed.

“Business Entertainment” - includes any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose, and any transportation and/or lodging accompanying or related to such activity or event, including any entertainment activity offered in connection with an educational event or business conference (for example, passes to a golf course or ski tickets that are part of a package for a conference), irrespective of whether any business is conducted during, or is attendant to, such activity.

“De Minimis Trades ” – A stock trade under $10,000 in a security that is a member of the S&P 500 Index. De minimis trades must still be pre-cleared by Compliance but will be approved if held a minimum of 60 days (if selling) and count towards the Maximum Allowable Trades during the quarter (no blackout requirement).

“Exempt Securities” - a security or security type that is placed on Victory’s approved security list. These securities do not need to be pre-cleared.

“ Immediate Family ” – for purposes of determining Beneficial Interest, includes all family members sharing the same household, including but not limited to, your spouse, domestic partner, parents, grandparents, children, grandchildren, siblings, step-siblings, step-children, step-parents, in-laws. Immediate Family includes adoptive relationships and any other relationships (whether or not recognized by law) which the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity or appearance of impropriety which the Code is intended to prevent.

“ Initial Public Offering” (“IPO”) – means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before such registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

“Managed Accounts” – investment advisory or brokerage accounts over which the broker has full discretion and the Access Person cannot dictate specific investments.

“ Material Non-Public Information” or “MNPI ” - refers to information that is both material and non-public information that might have an effect on the market for a security. Employees who possess MNPI that could affect the value of an investment must not act or cause others to act on the information.


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“Material Violation” - Any violation of this Code or other misconduct deemed material by the CCO with the concurrence of the Compliance Committee and/or the Victory Board of Directors.

“ Maximum Allowable Trades ” – The maximum number of allowable trades in a quarter is twenty (20). Each trade that requires pre-clearance during the quarter counts towards the 20 trade limit. A trade in the same security in multiple accounts on the same day counts as one trade towards the maximum allowed trades in a quarter.

“MyComplianceOffice (MCO)” - Victory uses a web based compliance system to help employees manage their compliance requirements. This system is used to track and approve employee personal transactions, store policies, and facilitate employee certifications and other compliance objectives.

“Personal Account” - investment account in which an employee retains investment discretion. For the purposes of this definition, Personal Account does not include Proprietary Account.

“ Personal Trading ” – employee transactions in Personal Accounts that generally require pre-approval.

“Proprietary Account” – Fund or Product in which Victory and/or its employees collectively have a beneficial interest that makes up 25% or more of the Fund or Product. See Appendix 1 for a list of Proprietary Accounts.

“Portfolio Management Team” - all members of a portfolio management team including all research analysts and market traders as defined by Compliance.

“Reportable Fund” – any registered Investment Company for which Victory is an investment adviser or a sub-adviser, or any registered investment company whose investment adviser or principal underwriter controls Victory, is controlled by Victory, or is under common control with Victory. (See Appendix 1)

“Reportable Security” - any security other than the following excluded securities: (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; and (iv) investments in qualified tuition programs (“529 Plans”), none of which are reportable.

“Short-Term Holding Period” - All employees must hold all Reportable Securities for a period of not less than sixty (60) days from date of acquisition. Securities transactions by employees must be for investment purposes rather than for speculation. Consequently, employees may not profit from the purchase and sale, or sale and purchase, of the same securities if it violates the holding period restriction. Excess profits made or losses avoided resulting from a violation of the holding period restriction are subject to disgorgement.

“ Short-Selling” - A short sale is the sale of a security that isn’t owned by the seller. Employees may not take a short position in a security. However, mutual funds that correspond to the inverse performance of a broad based index are not considered to be short sales. For example, buying (long) the ProShares Short S&P500 (ETF) is permitted. Employees may also trade in funds which track a volatility index. Investments that correspond to the inverse performance of highly concentrated funds will be prohibited if they contradict that Portfolio Management Team’s client recommendations. See “Contra-Trading Rule” under Personal Trading Requirements and Restrictions.

“ Significant Transaction ” – A purchase or sale of a Victory Fund by a member of the Fund’s Portfolio Management Team, that exceeds the lesser of $1 million or 1% of the Fund’s outstanding shares. See Appendix 1 for a list of Affiliated Funds.


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III. Culture of Compliance

The primary objective of Victory’s business is to provide value through investment advisory, sub-advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

Victory requires that all dealings on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, Victory is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of Victory or its employees and not in the clients’ best interests. Under SEC Rule 204A-1, the Code requires prompt reporting of any violations of the Code to the CCO.

When dealing with or on behalf of a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Investment Company Act and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities to clients. Victory and its employees must comply fully with these rules and regulations. The Legal, Compliance and Risk Department personnel are available to assist employees in meeting these requirements.

Since no set of rules can anticipate every possible situation, it is essential that Victory employees and representatives obtain guidance from the CCO or Chief Legal Officer (“CLO”) when unsure how to follow these rules in letter and in spirit. It is the responsibility of all employees and representatives to fully understand and comply with the Code and the policies of Victory or seek guidance from the CCO. Technical compliance with the Code and its procedures will not necessarily validate an employee’s actions as appropriate. Any activity that compromises Victory’s integrity, even if it does not expressly violate a rule, may result in scrutiny or further action from the CCO. In some instances, the CCO holds discretionary authority to apply exceptions under the Code based on sufficient cause. In the CCO’s absence, the CLO may act in his or her place.

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as one’s personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the sections that follow.


		© 2014, Victory Capital Management, Inc.		Page 6 of 23

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IV. Policy Statement on Insider Trading

A. Introduction

Victory seeks to foster a culture of compliance and a reputation for integrity and professionalism. Our reputation is a vital business asset. The confidence and trust placed in us by our clients is something we should value and endeavor to protect. To further that goal, this Policy Statement implements procedures to deter the misuse of material, non-public information in securities transactions.

Trading securities while in possession of material, non-public information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include fines of up to $5,000,000 and / or twenty years imprisonment. The civil penalty for a violator may be an amount up to three times the profit gained or loss avoided as a result of the insider trading violation, and a permanent bar from working in the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

Regardless of whether a regulatory inquiry occurs, Victory views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, up to and including dismissal.

B. Scope of the Policy Statement

This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. It applies to securities trading and information handling by Access Persons for any client or personal accounts in which they have Beneficial Interests.

You should direct any questions relating to this Policy Statement to the CCO, or his or her designee within the Legal, Compliance and Risk Department. You also must notify Compliance immediately if you have any reason to believe that a violation of this Policy Statement has occurred or is about to occur.

C. Policy Statement

No person to whom this Policy Statement applies, may trade, either personally or on behalf of others, while in possession of material, non-public information; no personnel of Victory may communicate material, non-public information to others in violation of the law.

D. What is Material Information?

Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decision. Generally, this information, when disclosed, will have a substantial effect on the price of a company’s securities. You should direct any questions about whether information is material to a member of the Legal, Compliance and Risk Department.

Material information often relates to a company’s financial results and operations including, for example, dividend changes, earning results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Questions concerning conflicts of interest, restricted securities or other matters of law should also be referred to the Legal, Compliance and Risk Department.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may often be material. Similarly, prepublication information regarding reports in the financial press also may be deemed material.


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E. What is Non-Public Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the Securities Exchange Commission (“SEC”), the Dow Jones “Newswire”, the Wall Street Journal, etc. and after sufficient time has passed so that the information has been disseminated widely.

F. Identifying Inside Information

Before executing any trade for yourself or others, including client accounts, you must determine whether you have access to material, non-public information. If you think that you might have access to material, non-public information, you should take the following steps:

Report the information and proposed trade immediately to the CCO or a member of the Legal, Compliance and Risk Department.

Do not purchase or sell the securities on behalf of yourself or others, including in client accounts, unless you have received written clearance to do so from the CCO or a member of the Legal, Compliance and Risk Department.

Do not communicate the information inside or outside of Victory, other than to the Legal, Compliance and Risk Department, and your supervisor if necessary.

After Compliance reviews the issue, Victory will determine whether the information is material and non-public and, if so, what action Victory should take. You should consult with the CCO or a member of Compliance before taking any action. This degree of caution will protect you, your clients and Victory.

G. Contact with Public Companies

Victory’s contacts with public companies represent an important part of our research efforts. Victory may make investment decisions on the basis of the firm’s conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an employee becomes aware of material non-public information. This could happen, for example, if a company’s Chief Financial Officer were to prematurely disclose quarterly results to an analyst, or an investor relations representative selectively discloses adverse news to a handful of investors. In such situations, Victory must make a judgment as to whether such information may be deemed Material Non-Public Information (“MNPI”). To protect yourself, your clients and Victory, you should contact a member of the Legal, Compliance and Risk Department immediately if you believe that you may have received any MNPI.

H. Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of MNPI regarding the receipt of a tender offer, the tender offeror, the target company or anyone acting on behalf of either of these parties. Employees should exercise particular caution any time they become aware of non-public information relating to a tender offer.


		© 2014, Victory Capital Management, Inc.		Page 8 of 23

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I. Protecting Sensitive Information

Employees are responsible for safeguarding all confidential information relating to investment research, fund and client holdings, including analyst research reports, investment meeting discussions/notes, and current fund/client transaction information, regardless whether such information is deemed MNPI. Other types of information (for example, marketing plans, employment issues and shareholder identities) may also be confidential and should not be shared with individuals outside the company, unless approved by the CCO or a member of the Management Committee.

V. Conflicts of Interest

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of Victory’s clients or to the interests of Victory shareholders. A conflict can arise when a Victory employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may arise, for example, when a Victory employee, or a member of his or her family, receives improper personal benefits (including personal loans, services, or payment for services) as a result of his or her position at Victory, or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise when a Victory employee, or a member of his or her family, holds a significant financial interest in a company that does a significant amount of business with Victory or has outside business interests that may result in divided loyalties or compromised independent judgment. Moreover, conflicts may arise when making securities investments for Proprietary or Personal Accounts or when determining how to allocate trading opportunities.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield you from liability for Personal Trading or other conduct that violates your fiduciary duties to our clients. Victory employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. If you have questions about a particular situation or become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, the CCO or a representative of the Legal, Compliance and Risk Department.

The following areas represent many common types of conflicts of interests and the procedures to be followed; however, the list is not intended to be an all-inclusive list. A summary has been provided for each case but you should refer to related Policies and Procedures for more details. For questions around these potential conflicts, please contact a member of the Legal, Compliance and Risk Department.

A.	Gifts and Entertainment

Gifts

The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with Victory could call into question the independence of its judgment as a fiduciary of its Clients. Accordingly, it is the policy of Victory to permit such conduct only in accordance with the limitations stated herein.

Victory’s policies on gifts and entertainment are derived from industry practices. Employees should be aware that there are various laws and regulations that prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. If there is any question about the appropriateness of any particular gift, an employee should consult a member of the Legal, Compliance and Risk Department. Under no circumstances may a gift to Victory or any employee be received as any form of compensation for services provided by Victory or an employee.


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Gifts of nominal value may be accepted from present or prospective customers, suppliers or vendors with whom a Victory employee maintains an actual or potential business relationship. Victory employees are required to disclose all gifts in excess of $50 via MCO. In general, the gift may not exceed, in the aggregate, $100 in value, from any one individual/entity in any calendar year unless approval is obtained from the employee’s direct supervisor and the Legal, Compliance and Risk Department.

Gifts of nominal value (up to $100 per person per year) may be provided to present or prospective customers, suppliers or vendors with whom a Victory employee maintains an actual or potential business relationship, if it is reasonable and customary for the occasion. No lavish gifts may be provided.

Additional policies concerning gifts may be applicable depending on the type of customer, in particular ERISA, Foreign, Union and Government Official considerations.

Please refer to Victory’s Gifts and Entertainment Policy for more information.

Entertainment

Receiving Business Entertainment that facilitates the discussion of business and fosters good business relationships is allowed as long as the entertainment event, in excess of $50 per occurrence, is disclosed via MCO. Disclosure will be required promptly after each occurrence and will be based on a per employee dollar amount. If the customer, supplier, or vendor ( e.g., broker-dealer) is not present, the entertainment is considered a gift.

Additional policies concerning entertainment may be applicable depending on the type of client, in particular ERISA, Union or Government Officials.

Please refer to Victory’s Gifts and Entertainment Policy for more information.

B.	Political Contributions

SEC regulations limit political contributions to certain Covered Government Officials by employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: 1) a state or local official, 2) a candidate for state or local office, or 3) a federal candidate currently holding state or local office.

The SEC’s “Pay-to-Play” Rule 206(4)-5 prohibits advisers from receiving any compensation for providing investment advice to a government entity within two years after a contribution has been made by the adviser or one of its covered associates. The Rule’s two-year time out is triggered by a political contribution to an “official” of a government entity. The date of the contribution starts the time out. A governmental “official” includes an incumbent, candidate, or successful candidate for elective office of a state or local government entity, if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, by a state or a political subdivision of a state.

The Rule permits individuals to make aggregate contributions, without triggering the two-year time out, of up to $350, per election, to an elected official or candidate for whom the individual is entitled to vote, and up to $150, per election, to an elected official or candidate for whom the individual is not entitled to vote. Many U.S. cities, states and other government entities have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. While contributions to candidates in federal elections would generally not raise any issues, contributions to state and local officials may not be approved depending on the circumstances.


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Victory employees may participate in the political process and may make personal political contributions, as long as the contributions are pre-approved by the Legal, Compliance and Risk Department via MCO.

Political contributions which require pre-approval include, but are not limited to, the following:

•

Covered Government Officials

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Federal candidate campaigns and affiliated committees

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Political Action Committees (PACs) and Super PACs

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Non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations

Note: Contributions to U.S. national political parties do not require pre-clearance.

Contributions include:

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Monetary contributions, gifts or loans

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“In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers

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Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, purchasing tickets to inaugural events)

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Contributions to joint fund-raising committees

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Contributions made by a Political Action Committee (PAC) controlled by an Access Person

Please refer to Victory’s Political Contributions Policy for more information.

C.	Other Outside Activity

Holding Political Office/Appointments

A Victory employee must avoid a political appointment which may conflict with the performance of the employee’s duties for Victory. Prior written approval must be obtained from the CCO before holding political office and the activity must be reported annually to the Legal, Compliance and Risk Department. Also, an employee must remove himself/herself from discussions and decisions regarding Victory, its products and services, when Victory may be a competitor for business related to their appointment.

Service as a Director

No employee of Victory may serve on the board of directors of any publicly traded company or investment company (ex. mutual fund board) absent prior approval of the CCO and the Chief Executive Officer (CEO) based upon a determination that such board service would be consistent with the interests of any investment company advised by Victory and its shareholders. An employee’s or immediate family member’s service on a for-profit private company’s board of directors must also be pre-approved by the employee’s direct manager and the CCO or CLO, and reported on the employee’s annual Code certification.

Outside Employment

Employees may pursue other interests on their own time as long as the activity doesn’t reflect negatively on Victory and does not interfere or conflict in any way. It is however expected that full time employees with the company consider their position to be their primary employment. All outside business activities must be reported to and approved by the CCO.

Bequests

A bequest is the act of leaving or giving something of value in a will. The acceptance of a bequest from a client, vendor or business partner may raise questions about the propriety of that relationship. You must report any potential or actual bequest in excess of $100 made to you by a client, vendor, or business partner under a will or trust agreement to the Legal, Compliance and Risk Department. Such bequests shall be subject to the approval of the employee’s manager and CCO.


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D.	Other Prohibitions on Conduct

In addition to the specific prohibitions detailed elsewhere in the Code, Victory employees are subject to a general requirement not to engage or participate in any act or practice that would defraud Victory clients. This general prohibition includes, among other things:

•

Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client.

•

Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression.

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Misuse of client confidential information.

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Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients.

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Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients.

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Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients.

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Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”).

•

Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions.

•

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

VI. Standards of Business Conduct

•

Every employee has a duty to place the interests of any Victory client account first and not take advantage of his or her positions at the expense of Victory or its clients.

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Victory employees must not mislead or defraud any Victory clients by any statement, act or manipulative practice.

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All personal securities transactions must be conducted in a manner to avoid any actual, potential or appearance of a conflict of interest, or any abuse of employee’s position of trust and responsibility with Victory.

•

Victory employees may not induce or cause a client to take action, or not to take action, for personal benefit.

•

Victory employees may not share portfolio holdings information except as permitted under Victory’s Disclosures of Portfolio Securities Policy.

•

Every Access Person must notify the CCO or CLO, as soon as reasonably practical, if he or she is arrested, arraigned, indicted or pleads no contest or guilty to any criminal offense (other than minor traffic violations) or if named as a defendant in any investment-related civil proceeding or any administrative or disciplinary action.


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VII. Personal Trading, Code of Ethics Reporting and Certifications

A.	Employee Investment Accounts

All transactions in securities that must be pre-cleared are pre-cleared with the understanding that Personal Trading is a privilege, granted by Victory, that may be withdrawn at any time. The CCO has complete discretion over the allowance of any and all Personal Trading activity with no obligation to explain the denial or restriction of Personal Trading. Employees that violate Personal Trading restrictions may be required to disgorge any gains generated or losses avoided by Personal Trading. Access Personnel must maintain adequate records of all Personal Trading transactions and be prepared to disclose those transactions to the Legal, Compliance and Risk Department.

MCO supports electronic feeds from select Approved Brokers (see Appendix 2 - Approved Broker List). Managed and Personal Accounts held outside of the Approved Broker list need to be transferred within ninety (90) days of first employment. Under special circumstances, Compliance will approve certain “grandfathered” accounts outside of the Approved Broker List but the employee will incur a $90/year paper processing fee for each such account. This pass-through expense is charged by MCO for processing paper statements and is subject to change. The Legal, Compliance and Risk Department must receive duplicate confirmations or electronic feeds for each transaction directly from the broker, including those accounts not on the Approved Broker list.

In general, there are two types of investment accounts that feed into MCO:

Managed Accounts

Access Personnel may open and maintain brokerage accounts on the Approved Broker List (see Appendix 2) where the broker has full discretion (“Managed Account”). There are no black out, Short-Term Holding Periods or other security type limitations for investments held in Managed Accounts. The following requirements must be met to have a Managed Account:

•

Managed Accounts must be submitted through MCO and approved by the Legal, Compliance and Risk Department prior to trading.

•

Brokers carrying the account must provide duplicate confirmations or an electronic data feed of each transaction in the account to Compliance.

•

Access Persons must not exercise any control or influence over the transactions.

Failure to adhere to these requirements could lead to disciplinary actions and penalties up to and including termination.

Personal Investment Accounts

Access Personnel may open and maintain personal investment accounts with brokers on the Approved Broker List (see Appendix 2) in which they retain investment discretion (“Personal Account”).

Access Personnel acknowledge and agree that Victory may request and obtain information regarding Personal Trading activity and accounts from broker dealers. Victory may use personal information, including name, address and social security numbers, to identify and verify employee accounts. Duplicate confirmations and electronic data feeds from these broker dealers that include such information may be provided directly to a compliance vendor selected by Victory to monitor compliance with this Code.

B.	Employee Investment Account Reporting

Investment Account Disclosure

Access Personnel may open and maintain investment accounts subject to the disclosure and pre-clearance requirements outlined in Appendix 3 – Investment Account Disclosure.


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Initial Holdings Report/Annual Holdings Report

An Initial Holdings Report must be submitted within ten (10) calendar days of becoming an Access Person. No Personal Trading will be authorized before the Legal, Compliance and Risk Department has received a completed Initial Holdings Report along with a new hire packet unless CCO approval has been expressly granted. In addition, an Annual Holdings Report must be submitted on an annual basis. The Legal, Compliance and Risk Department will review and record the date of all reports received.

These reports must include the following information:

•

The date when the individual became an Access Person (Initial Holdings Report only).

•

The name of each Personal Account in which any securities are held (or, if no current securities, could be held) in the Beneficial Interest of the Access Person. The broker-dealer or financial institution holding these accounts must be indicated.

•

Each Reportable Security or Reportable Fund in which the Access Person has a beneficial interest must be reported if held in any account, including title, number of shares, and principal amount. Holdings information must be current as of forty five (45) calendar days before the report is submitted.

Quarterly Securities Transaction Report (STR)

At the end of each quarter, all employees are required to verify their investment account transactions through MCO.

•

Every Access Person must submit a Securities Transaction Report (STR) no later than thirty (30) days following the end of each calendar quarter (whether or not trades were made).

•

The STR must describe each non-exempt transaction effected during the preceding quarter in any Reportable Security or Reportable Fund. Each transaction must include the following information: date, number of shares, principal amount of securities involved, nature of the transaction, price effected by, and the name of the broker dealer or financial institution which affected the transaction.

•

The STR must describe any account established in the preceding quarter, and include the following information: account name, account number, name and address of the broker dealer or financial institution at which the account is established, and the date of establishment.

•

Certain transactions are exempt from the quarterly reporting requirement. Please refer to Appendix 4 - Reportable Securities under “Pre-clearance Not Required for Personal Trading”.

C.	Personal Trading Requirements and Restrictions

Permissible Transactions

Access Persons wishing to trade securities in Personal Accounts are limited to the types of securities that are allowed under this Code. In addition, employees not make no more than 20 Personal Trades per quarter – see “Maximum Allowable Trades”. Please refer to Appendix 4 - Reportable Securities, which lists securities that require PTR pre-clearance and those that are prohibited for purposes of Personal Trading.

PTR Pre-Clearance Requirements for Personal Trading

Most Personal Trading transactions require pre-approval by Compliance through MCO. Employees should complete a Personal Trading Request (“PTR”) through MCO for review by the Legal, Risk and Compliance Department. PTRs are only valid for the date in which Compliance approves the trade. They must be submitted before 3:30 PM ET and can be denied for any reason the CCO deems appropriate and without explanation to the employee. Certain transactions that require additional research may take longer to obtain pre-approval.


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Short-Selling Securities is Prohibited

Employees may not short sell a security. See the definition of Short-Selling in Definitions for more details.

Blackout Period

No Access Person shall purchase or sell, directly or indirectly, any security in which they have a Beneficial Interest within seven (7) calendar days before or seven (7) calendar days after a Victory client has a “buy” or “sell” order in that same security. See Definitions for certain exceptions that apply to “Exempt Securities” or “De Minimis” transactions. In certain circumstances, employee trades that were originally approved by the Legal, Risk and Compliance Department may need to be broken due to subsequent client trading activity during the blackout period.

Program trades (e.g. client cash flows) placed by a Portfolio Management team in the seven calendar days after an Access Person makes a Personal Trade will not cause the Access Person’s trade to be in violation of the blackout period. If a “Limit Order” is placed by a Portfolio Management Team before the seven day blackout period but that trade is executed within the blackout period, the employee trade will be considered passive and allowed unless there is a consistent pattern of activity, at which time the transactions may be subject to review. The Legal, Risk and Compliance Department may at any time, and for any reason, deny a trade, and is not obligated to explain the reason to the employee.

Mandatory Short-Term Holding Period

All Reportable Securities purchased by an Access Person in a Personal Account must be held for at least sixty (60) calendar days. Each purchase of the same security has its own 60 day holding period.

Maximum Allowable Trades

The maximum number of personal trades an Access Person can make in a Personal Account during each calendar quarter is 20. Every employee trade that requires pre-clearance counts towards the 20 trade limit. A trade in the same security in multiple accounts on the same day counts as one trade.

De Minimis Trades

A de minimis trade is a trade under $10,000 in a security that is included on that date in the S&P 500 Index. De minimis trades must still be pre-cleared by the Legal, Risk and Compliance Department but will be approved if held a minimum of 60 days (if selling). De minimus trades count towards the Maximum Allowable Trades for the quarter, but are not subject to the Blackout Period.

Contra-Trading Rule

No Portfolio Management Team member may sell a security or a related derivative security ( e.g. option) in a Personal Account if that security is held in any client account which he or she manages for Victory unless he or she receives prior written approval from either the CCO or his or her designee. It is the responsibility of the employee to notify the CCO that they intend to personally trade contrary to a client account.

IPO Rule

No Access Person may directly or indirectly acquire a Beneficial Interest in any securities offered in an Initial Public Offering (“IPO”) in a Personal Account, except with the prior approval of the CCO or his or her designee. No FINRA registered person may participate in an IPO pursuant to FINRA rule 5130.


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Limited Offerings (Private Placements)

No Access Person may acquire a Beneficial Interest in a private placement without the prior approval of the CCO or his or her designee. Private placements, such as purchases of hedge funds or other private investment funds, are reportable through the pre-clearance process. Subsequent capital contributions and full/partial redemptions must be pre-cleared through MCO. This requirement applies to investment in any Victory private placements (LLCs) but does not include transactions of Victory Capital Holdings (“VCH”) securities.

Significant Victory Fund Transactions

Pre-clearance is required for any Significant Transaction in a Victory Affiliated Fund (see Appendix 1).

Market Timing Mutual Fund Transactions

Access Personnel shall not participate in any activity that may be construed as market timing of mutual funds. Specifically, no employee shall engage in excessive trading or market timing activities with respect to any Affiliated Funds (see Appendix 1). Victory Funds policy is that no shareholders may complete more than three (3) trades in any 90-day period. For a first violation, a warning is issued; for the second violation, the person is permanently restricted from additional purchases. The foregoing restrictions shall not apply to an employee investing in mutual funds through automatic reinvestment programs, and any other non-volitional investment program.

D.	Representation and Warranties

Each time an Access Person submits a PTR, that Access Person shall be deemed to be making the following representations and warranties:

He/she does not possess any material non-public information regarding the issuer of the security;

To his/her knowledge, there are no pending trades in the security for a client;

To his/her knowledge, the security is not being considered for purchase or sale for any client;

If he/she is a member of a Portfolio Management Team or a person that advises a Portfolio Management Team, none of the accounts managed by his/her investment team has purchased or sold this security within the past seven (7) calendar days, and none expect to in the next seven (7) calendar days; and

He/she has read the most recent version of the Code of Ethics and believes that the proposed trade fully complies with the requirements of the Code.

E.	Review of Employee Communications

All employee written correspondence related to Victory’s business, and in particular client correspondence, is subject to review by the Legal, Compliance and Risk Department. Victory is required to maintain original records of employee correspondence (ex. email archive) communicated on approved devices. In addition, Victory is required to monitor employee communications and compliance with Victory’s conflicts of interest and insider trading policies and procedures. Consequently, it is Victory’s policy to review and/or archive employee communications, including emails and other forms of electronic communication for compliance purposes.

Employees are not permitted to use electronic communications, other than those approved by Victory to communicate with clients or other third parties. Employees may only use Victory’s e-mail system, instant messaging system (Lync), Bloomberg and other explicitly approved methods for business-related communications. Employees are permitted to communicate on Victory’s e-mail system connected through personal mobile devices such as smartphones. Employees are prohibited from sending


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communications regarding Victory business via any personal, non-Victory email account, instant messaging, text or other method that is not captured in our archiving system.

Victory has adopted an electronic communication archiving system. All electronic communications are subject to review and storage by the Legal, Compliance and Risk Department, regardless of its nature as personal or work related. Employees are advised that they should have no expectation of privacy regarding personal communications that are sent or received on company provided or connected electronic devises or communication platforms such as instant messages or emails.

F.	Certification of Compliance

Each Access Person is required to certify annually that he or she is subject to this Code and has:

Read and understands this Code;

Complied with the requirements of this Code;

Disclosed or reported all personal securities transactions as required within this Code; and

Read and understands Victory’s policies.

G.	Review Procedures

The Legal, Risk and Compliance Department will maintain review procedures consistent with this Code.

H.	Recordkeeping

All Code of Ethics records will be maintained pursuant to the provisions of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act.

Please refer to Victory’s Books and Records Policy for more information.

I.	Sanctions

Each employee is responsible for conducting his or her activities, including Personal Trading, in accordance with the parameters set forth within this Code. If an employee violates these parameters, certain sanctions will be enforced. The chart in Section X – “Violation Guidelines” demonstrates the types of violations and the possible resulting sanctions. This chart is not intended to be all-inclusive. The CCO and Victory’s Compliance Committee may make exceptions to these provisions at their discretion.

Sanctions imposed will correlate to the severity of the violation and may take into consideration such factors as the frequency and severity of any prior violations, among other things. The CCO may recommend escalation to the Victory Board of Directors and Compliance Committee. When necessary, the Victory Board of Directors will obtain input from the Compliance Committee and the CCO when determining the materiality of a violation.

The CCO holds discretionary authority and, in addition to other sanctions, may revoke Personal Trading privileges for any length of time. Additionally, the CCO or Compliance Committee may impose a monetary penalty for any violation(s). The CCO will report all violations and sanctions to the Compliance Committee. The CCO reserves the right to lift Personal Trading sanctions in response to market conditions.


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J.	Whistleblower Provisions

If an Access Person believes that there has been a violation of any of the rules of this Code, the employee must promptly notify the CCO or CLO. As an alternative, employees may also report anonymously to the Victory Ethics telephone hotline at 800-584-9055 . Access Personnel are protected from retaliation for reporting violations to this Code. Retaliation or the threat of retaliation against an Access Person for reporting a violation constitutes a further violation of this Code and may lead to immediate suspension and further sanctions.

VIII.

Confidentiality

All information obtained from any employee shall be kept in strict confidence, except when requested by the SEC or any other regulatory or self-regulatory organization, and may otherwise be disclosed to the extent required by law or regulation. Additionally, certain information may be provided to a broker-dealer or vendor, such as employee name, social security number and home address, in order to ascertain Personal Trading activity that is required to be disclosed by an Access Person.

IX.

Reporting to The Victory Funds Board

At least annually, Victory will provide the Victory Funds Board of Directors with the following information:

•

Material violations under this Code and any sanctions imposed as a response to the material violation(s).

•

Certification that Victory has adopted procedures necessary to prevent Access Persons from violating this Code.


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X.	Violation Guidelines


Code Violation Description		Action(s)
1. Minor Violation(s) • Employee provides incorrect or incomplete account or trade information. • Employee engages in a pattern of unusual and/or excessive trading. • Employee traded without pre-clearance approval when normally Compliance would have approved the trade if approval had been sought. • Employee did not submit a complete or timely initial or annual holdings report or a securities transactions report. • Employee did not provide Compliance a duplicate confirmation after Compliance notified the employee of the missing duplicate confirmation.		• Legal, Compliance and Risk Department may question employee and document response. • Legal, Compliance and Risk Department will send a warning letter citing the offense. • CCO and The Compliance Committee are notified of those cited with warnings. • 1 ^st Violation employee receives a warning letter.

2. Technical Violation(s) • Employee traded without pre-clearance approval or supplied incorrect information when normally Compliance would not have approved the trade if approval had been sought. • Employee fails to report the existence of an account. • Repeat pattern of any violation(s).		• Legal, Compliance and Risk Department may question employee and document response. • Legal, Compliance and Risk Department will send a letter citing the offense. • The Compliance Committee is notified of those cited with warnings. • Human Resources may document violation in employee files. • Employee may be required to break the trade and disgorge profits. Employee may be barred temporarily from personal trading privileges. • 2 ^nd Violation employee receives a warning letter, and $100 fine.

3. Repeat Technical Violation(s) • Any technical violation of the Victory Code of Ethics repeated by the employee at least two (2) times during the last twelve (12) months.		• CCO meets with Manager and Employee to discuss violation-written attestation. • Human Resources may document violation in employee files. • Employee may be required to break the trade and disgorge profits. • 3 ^rd Violation employee receives a warning letter, and $300 fine and lost privileges. Any profits in violation of trade policy are to be paid to Adviser, who will then donate to charity.

4. Material Violation/ Fraudulent Violation(s) • Any violation deemed material by the CCO with the concurrence of the Compliance Committee and/or the Victory Board of Directors.		• Compliance Committee will review violations and recommend disciplinary sanctions and penalties up to and including termination of employment. • Material violations trigger reporting to the Board of Directors and clients where applicable. • Possible criminal sanctions imposed by regulators. • $10,000 fine can be imposed by the Victory Board of Directors (Charitable donation- no tax benefit may be realized). • Disgorgement of profits.

Reconsideration

If an Access Person wishes to dispute a violation notice, he or she may submit a written explanation of the circumstances of the violation to the CCO. The CCO and the CLO will review all explanations.


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Appendix 1 - Affiliated Funds

The following is a list of Victory Affiliated Funds, as of November 1, 2014, that are subject to Personal Trading restrictions. This list is subject to change. For a current list of Affiliated Funds, please see vcm.com.

1. Investment Companies Advised by Victory (“Victory Funds”):

The Victory Institutional Funds:

• Institutional Diversified Stock Fund

The Victory Portfolios:

• Balanced Fund

• Diversified Stock Fund

• Dividend Growth Fund

• Emerging Markets Small Cap

• Established Value Fund

• Global Equity Fund

• Fund for Income

• Integrity Micro-Cap Equity Fund

• Integrity Mid-Cap Value Fund

• Integrity Small/Mid-Cap Value Fund

• Integrity Small-Cap Value Fund

• International Fund

• International Select Fund

• Investment Grade Convertible Fund

• Large Cap Growth Fund

• Munder Emerging Markets Small-Cap Fund

• Munder Growth Opportunities Fund

• Munder Index 500 Fund

• Munder International Fund-Core Equity

• Munder International Small-Cap Fund

• Munder Mid-Cap Core Growth Fund

• Munder Total Return Bond Fund

• National Municipal Bond Fund

• Ohio Municipal Bond Fund

• Select Fund

• Small Company Opportunity Fund

• Special Value Fund

The Victory Variable Insurance Funds:

• Diversified Stock Fund

2. Investment Companies Sub-advised by Victory:

• (Columbia/Riversource) Variable Portfolio Victory Established Value Fund

• SEI Institutional Investments Trust – Small/Mid Cap Equity Fund

• SEI Institutional Managed Trust – Small Cap Fund

• SEI Global Master Fund plc (Irish UCITS Fund) –
The SEI U.S. Small Companies Fund

• USAA Emerging Markets Fund

• Vantagepoint Growth Fund

• Wilshire Large Company Growth Portfolio

3. Proprietary Accounts of Victory:

• Victory Select Fund

• Munder Emerging Markets Small Cap Fund

4. Private Placements Advised by Victory:

• None


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Appendix 2 - Approved Broker List

Employee’s 401(k) Accounts

Ameriprise Financial Services

Charles Schwab

E*Trade

Edward Jones

Fidelity Investments

Goldman Sachs

JP Morgan Chase Investments

Merrill Lynch

Morgan Stanley

Scott Trade

TD Ameritrade / TD Waterhouse

UBS

Vanguard

Wells Fargo


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Appendix 3 - Investment Account Disclosure

The account disclosure requirements listed below are required under Victory’s Code of Ethics. Accounts need to be disclosed when opened and then verified as part of your annual Code of Ethics certification. Failure to comply may result in sanctions imposed by the Victory Compliance Committee and/or Board of Directors.

The following types accounts in which an employee or immediate family member has a Beneficial Interest must be pre-cleared by the Legal, Compliance and Risk Department initially and reported on the annual holdings report:

•

All Brokerage Accounts regardless of the type of holdings

•

All Managed Accounts (non-discretionary/broker has full discretion)

•

Direct Victory Fund Accounts (or any other Reportable Fund)

•

Employee & Immediate Family’s 401(k) if able to buy or sell Reportable Securities requiring pre-clearance

•

Security Lending Accounts

•

Margin Accounts

•

Any other account that could hold a Reportable Security or a Reportable Fund

The following accounts must be pre-cleared by the Legal, Compliance and Risk Department initially:

•

Private Placements (Private Investment Funds, Hedge Fund, Private Equity, Limited Offerings)

•

Investment Clubs

The following accounts do not need to be held at an Approved Broker and do not need to be pre-cleared or reported on the annual holdings report:

•

Open-End Mutual Fund Accounts held directly with an unaffiliated Fund (for Non-Reportable Funds only)

•

Employee & Immediate Family’s 401(k) if unable to buy or sell Reportable Securities requiring pre-clearance

•

529 Plans


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Appendix 4 - Reportable Securities

Unlike Managed Accounts, Personal Accounts generally require employees to pre-clear transactions by submitting PTRs through MCO. See Section VII C. “Personal Trading Requirements and Restrictions”.

Pre-clearance Required for Personal Trading

All Access Personnel must obtain pre-clearance via MCO for the following securities, prior to affecting the transaction in Personal Accounts:

•

Below investment grade Fixed Income securities

•

Bonds (including Convertible, Corporate, High-Yield, and Municipal Bonds)

•

Closed-End Funds

•

Equities in non-managed Personal Accounts

•

Exchange-Traded Funds (ETF)

•

Exchange-Traded Notes (ETN)

•

Fannie Mae & Freddie Mac mortgage-related securities

•

Fixed Income Securities (including Trust & Traditional Preferred)

•

Mutual funds which Victory advises or sub-advises (Affiliated Funds)

•

Initial Public Offerings (IPOs), with the prior approval of the CCO or his or her designee

•

Private Placements (see Personal Trading Requirements and Restrictions)

•

Securities Gifted or Donated by an Access Person

•

Unit Investment Trusts

•

Victory Fund trades that are significant (see Personal Trading Requirements and Restrictions)

•

Victory Proprietary Account investments (see definition of “Proprietary Account”)

Pre-clearance Not Required for Personal Trading

For certain accounts and security types, pre-clearance is not necessary. Generally, these transactions do not need to be pre-cleared because the transactions are passive, or they are made in accounts in which the Employee or Access Person has no direct or indirect influence or control. A PTR is not required for the following transactions:

•

All securities in Managed Accounts

•

Automatic payroll deduction plans or programs such as 401(k) plans

•

Bankers’ acceptances, bank certificates of deposit, commercial paper

•

Corporate action transactions (e.g., stock splits, rights offerings, mergers and acquisitions)

•

Direct obligations of the US Government

•

Dividend Reinvestment Plans investments or dividend transactions

•

High quality short-term debt instruments, including repurchase agreements

•

Open-End Mutual Funds not advised or sub-advised by Victory

•

Money Market Funds

•

Periodic Investment Plans (PIP) investments

•

Qualified Tuition Program (“529 Plan”) investments

•

Securities Gifted or Donated to Access Person

•

Security Lending transaction

•

Victory Capital Holdings, Inc. (“VCH”) transactions

•

Victory Funds trades under $1 million or under 1% (see the definition of Significant Transactions)

Prohibited from Personal Trading

Access Personnel may NOT short-sell securities (see the definition of Short-Selling) or trade in the following securities in Personal Accounts:

•

Commodities

•

Currencies

•

Futures

•

Options


		© 2014, Victory Capital Management, Inc.		Page 23 of 23

WELLS CAPITAL MANAGEMENT, INC.

JOINT CODE OF ETHICS

Policy on Personal Securities Transactions

and Trading on Insider Information

December 8, 2014

Preamble

The Joint Code of Ethics and Policy on Personal Securities Transactions and Trading on Insider Information (Joint Code) set forth herein apply to Wells Capital Management, Inc. and related entities as follows:

1. Wells Capital Management, Inc., an SEC registered investment adviser based in San Francisco, California.

2. Wells Fargo Bank, N.A., an SEC registered investment adviser based in Singapore conducting advisory business as Wells Capital Management Singapore.

3. Metropolitan West Capital Management, LLC, an SEC registered investment adviser based in Newport Beach, California.

Where the Joint Code references WellsCap or Wells Capital Management, Inc., it applies to all the entities listed. Unless otherwise noted within the Joint Code, all sections apply to entities noted above.


August 2012		ii

TABLE OF CONTENTS

Contents


1.	O VERVIEW	1
	1.1 Code of Ethics	1
	1.2 Regulatory Requirements	2
	1.3 Our Duties and Responsibilities to You	2
	1.4 You are considered to be an Access Person	3
	1.5 Your Duty of Loyalty	3
	1.6 Your Standard of Business Conduct	3
	1.7 Exceptions to the Code	4

2.	P ERSONAL S ECURITIES T RANSACTIONS	5
	2.1 Avoid Conflicts of Interest	5
	2.2 Reporting Your Personal Securities Transactions	5
	2.3 Reports of the CCO	7
	2.4 Exceptions to Reporting	7
	2.5 Summary of What You Need to Report	8
	2.6 Your Reports are Kept Confidential	9

3.	RESTRICTIONS ON TRADING AND PRE-CLEARANCE REQUIREMENTS	10
	3.1 Trading Restrictions	10
	3.2 Pre-Clearance Requirements	12
	3.3 Prohibited Transactions	16
	3.4 Ban on Short-Term Trading Profits	17
	3.5 CCO’s Approval of Your Transactions	18

4 .	T RADING ON I NSIDER I NFORMATION	19
	4.1 What is Insider Trading?	19
	4.2 Using Non-Public Information about an Account or our Advisory Activities	20
	4.3 Wells Fargo & Company Securities	20

5.	G IFTS , D IRECTORSHIPS AND O THER O UTSIDE E MPLOYMENT	21
	5.1 Gifts	21
	5.2 Directorships and Other Outside Employment	21
	5.3 Political Contributions	21

6.	C ODE V IOLATIONS	22
	6.1 Investigating Code Violations	22
	6.3 Dismissal and/or Referral to Authorities	23
	6.4 Your Obligation to Report Violations	24

A PPENDIX A D EFINITIONS		25

A PPENDIX B R ELEVANT C OMPLIANCE D EPARTMENT S TAFF L IST **		29

A PPENDIX C P OLICY ON G IFTS AND A CTIVITIES WITH C USTOMERS OR V ENDORS		30

A PPENDIX D R EGISTERED P RODUCTS		32

A PPENDIX E C OMPLIANCE CODE CHANGES		33

Wells Capital Management, Inc (WellsCap) is referred to as “we” or “us” throughout this Code.


August 2012		iii

1.	O VERVIEW

1.1

Code of Ethics

We have adopted this Code of Ethics (“Code”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). This Code outlines the policies and procedures you must follow and the guidelines we use to govern your Personal Securities Transactions and prevent insider trading. We monitor any activity that may be perceived as conflicting with the fiduciary responsibility we have to our clients.

We are committed to maintaining the highest ethical standards in connection with managing Accounts. We have no tolerance for dishonesty, self-dealing or trading on material, non-public information.

See the Definitions located in Appendix A for definitions of capitalized terms.

As an employee, you must:

• Be ethical,

• Act professionally,

• Exercise independent judgment,

• Comply with all applicable Federal Securities Laws, and

• Promptly report violations or suspected violations of the Code to the Compliance Department.

As a condition of your employment, you must acknowledge receipt of this Code and certify annually that you have read it and complied with it. You can be disciplined or fired for violating this Code.

In addition to this Code, you need to comply with the policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Team Member Code of Ethics and Business Conduct .

No written code of ethics can explicitly cover every situation that possibly may arise. Even in situations not expressly described, the Code and your fiduciary obligations generally require you to put the interests of our clients ahead of your own. The Code of Ethics Compliance Officer and/or the Chief Compliance Officer may have the obligation and duty to review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety . If you have any questions regarding the appropriateness of any action under this Code or under your fiduciary duties generally, you should contact the Code of Ethics Compliance Officer or your Chief Compliance Officer to discuss the matter before taking the action in question. Similarly, you should consult with the Compliance Department personnel if you have any questions concerning the meaning or interpretation of any provision of the Code. Should the Compliance Department need to initiate an investigation or fact-finding process, all team members would be required to cooperate fully and honestly and to respect the confidentiality of the process.


April 2012		1		Code of Ethics

Wells Capital Management, Inc.

1.2

Regulatory Requirements

The Securities and Exchange Commission (“SEC”) considers it a violation of the general antifraud provisions of the Federal Securities Laws whenever a Covered Company engages in fraudulent, deceptive or manipulative conduct.

The SEC can censure or fine us, limit our activities, functions or operations, suspend our activities for up to twelve months, or revoke our registration if we fail to reasonably supervise you and you violate the Federal Securities Laws. However, we won’t be considered to have failed to reasonably supervise you, if we have:


		• established procedures and a system for applying the procedures, which would reasonably be expected to prevent and detect violations; and

		• reasonably communicated the duties and obligations of the procedures and system to you, while reasonably enforcing compliance with our procedures and system.

*1.3 Our Duties and Responsibilities to You*

To help you comply with this Code, the Chief Compliance Officer (“CCO”) or his or her designee will:

		• Notify you in writing that you are required to report under the Code and inform you of your specific reporting requirements.

		• Give you a copy of the Code and require you to sign a form indicating that you read and understand the Code.
See *Appendix B* for Relevant Compliance Department Staff list.		• Give you a new copy of the Code if we make any material amendments to it and then require you to sign another form indicating that you received and read the revised Code.
		• Require you, if you have been so designated, to have duplicate copies of trade confirmations and account statements for each disclosed account from your broker-dealer, bank, or other party designated on the initial, quarterly, or annual certification sent to us as soon as readily available.

		• Typically compare all of your reported Personal Securities Transactions with the portfolio transactions report of the Accounts each quarter. Before we determine if you may have violated the Code on the basis of this comparison, we will give you an opportunity to provide an explanation.

		• Review the Code at least once a year to assess the adequacy of the Code and how effectively it works.


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1.4

You are considered to be an Access Person

Generally, the Code applies to all Access Persons of a Covered Company. However, Wells Capital Management Compliance in consultation with business line management will ultimately determine which team members are covered by the Code.

1.5

Your Duty of Loyalty

You have a duty of loyalty to our clients. That means you always need to act in our clients’ best interests.

You must never do anything that allows (or even appears to allow) you to inappropriately benefit from your relationships with the Accounts.

You cannot engage in activities such as self-dealing and must disclose all conflicts of interest between the interests of our clients and your personal interests to the Compliance Department.

1.6

Your Standard of Business Conduct

You must always observe the highest standards of business conduct and follow all applicable laws and regulations.

You may never:

•

use any device, scheme or artifice to defraud a client;

•

make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact;

•

engage in any act, practice or course of business that would defraud or deceive a client;

•

engage in any manipulative practice with respect to a client,

•

engage in any inappropriate trading practices, including price manipulation; or

•

engage in any transaction that may give the appearance of impropriety.


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1.7

Exceptions to the Code

The CCO is responsible for enforcing the Code. The CCO (or his or her designee for any exceptions sought by the CCO) may grant certain exceptions to the Code in compliance with applicable law, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The CCO or designee may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.


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2.	P ERSONAL S ECURITIES T RANSACTIONS

2.1

Avoid Conflicts of Interest

When engaging in Personal Securities Transactions, there might be conflicts between the interests of a client and your personal interests. Any conflicts that arise in such Personal Securities Transactions must be resolved in a manner that does not inappropriately benefit you or adversely affect our clients. You shall always place the financial and business interests of the Covered Companies and our clients before your own personal financial and business interests.

Examples of inappropriate resolutions of conflicts are:

•

Taking an investment opportunity away from an Account to benefit a portfolio of which you have Beneficial Ownership;

•

Using your position to take advantage of available investments;

•

Shadowing an Account by duplicating the trades of an Account;

•

Front running an Account by trading in securities (or equivalent securities) ahead of the Account; and

•

Taking advantage of information or using Account portfolio assets to affect the market in a way that personally benefits you or a portfolio of which you have Beneficial Ownership.

2.2

Reporting Your Personal Securities Transactions

If you have been designated as an Access Person:

You must report all Personal Securities Accounts, along with the reportable holdings and transactions in those accounts. There are three types of reports: (1) an initial holdings report that we receive when you first become an Access Person, (2) a quarterly transactional report, and (3) an annual holdings report.

You must give each broker-dealer, bank, or fund company where you have a Personal Securities Account a letter to ensure that the Compliance Department is set up to receive all account statements and confirmations from such accounts. ^* The Compliance Department will send the letter on your behalf. Access Persons may open brokerage accounts at any broker-dealer of their choice, however, Access Persons are prohibited from accepting any discounted brokerage rates or any other inducements from broker-dealers that a Covered Company trades with for its clients. All Personal Securities Accounts and holdings of each Personal Securities Account must be input into the Code of Ethics System.

Initial Holdings Report . Within 10 days of becoming an Access Person:

•

You must report all Personal Securities Accounts, including account numbers, and holdings of Securities in those accounts. You must input all holdings of Securities in your Personal Securities Accounts into the Code of Ethics System. The information in the statements must be current as of a date no more than 45 days prior to the date of becoming an access person.

^* You should include accounts that have the ability to hold securities even if the account does not do so at the report date.


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•

You must also certify that you have read and will comply with this Code.

•

You must provide us the report by the business day immediately before the weekend or holiday if the tenth day falls on a weekend or holiday.

Annual Holdings Reports. Within 30 days of each year end:

•

You must report all Personal Securities Accounts, including account numbers, and holdings of Securities in those accounts. The information in the statements must be current as of a date no more than 45 days prior to when you give us the report. NOTE: Wachovia/Wells Fargo 401(k) plans and your Immediate Family Members’ 401(k) plans must be reported initially and annually as a Personal Securities Accounts, unless no Reportable Funds or Securities are offered in such plans. Statements for 401(k) plans are not required to be provided directly to the Compliance Department; however, you need to report your holdings of Reportable Funds and Securities in such plans annually.

•

You must also certify that you have read and will comply with this Code.

•

You must provide us the report by the business day immediately before the weekend or holiday if the thirtieth day falls on a weekend or holiday.

Quarterly Transactions Reports . Within 30 days of calendar quarter end:

•

You must give us a report showing all Securities trades made in your Personal Securities Accounts during the quarter. You must submit a report even if you didn’t execute any Securities trades. Because the Compliance Department does not receive duplicate account statements for any Wachovia/Wells Fargo 401(k) plan account or from any plan in which your Immediate Family Members have accounts, any trades of Reportable Funds or other Securities outside of any previously reported pre-set allocation must be reported on the quarterly transaction reports or you must manually furnish account statements. In addition, any transactions in employee stock or stock options in which you or your Immediate Family Members engage must be reported on the quarterly transaction reports.

•

You must inform us of any new Personal Securities Accounts you established during the past quarter.

•

You must provide us the report by the business day immediately before the weekend or holiday if the thirtieth day falls on a weekend or holiday.


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2.3

Reports of the CCO

Any personal Securities holdings and transaction reports required to be filed by a CCO must be submitted to an alternate designee who will fulfill the duties of the CCO with respect to those reports.

2.4

Exceptions to Reporting

You are not required to report any of the following types of transactions:

(1)

Purchases or sales of any of the following types of investments, which are not considered Securities for purposes of this Code:

•

Direct obligations of the U.S. Government;

•

Banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Shares issued by money market mutual funds, whether affiliated or non-affiliated;

•

Shares issued by open-end investment companies that are not Reportable Funds; and

•

Transactions in 529 plan accounts, except Edvest and tomorrow’s scholar (“Reportable 529 Plans”).

(2)

Purchases or sales that were done as part of an Automatic Investment Plan (“AIP”).

•

However, you must report your initial pre-set schedule or allocation of an AIP that includes allocations to any Securities, including those made to any 401(k) plan (including to any Reportable Funds). Additionally, if you make a purchase or sale that overrides or changes the pre-set schedule or allocation of the AIP, you must include that transaction in your quarterly transaction report if it is otherwise reportable. Example: Need to report 10 % to ABC Fund and 30% to XYZ Fund (allocations to Reportable Funds). If you make a change to these allocation percentages, you must report the new percentages. In addition, if you execute a transaction that is not a transaction of the pre-set schedule of an AIP, then you must report that transaction on the Quarterly Transaction Report.

NOTE: 401(k) plans offered through employers other than Wachovia/Wells Fargo & Co are not required to be reported if no Reportable Fund or other Security is offered as an investment in the plan.


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2.5

Summary of What You Need to Report

The table below serves as a handy reference for you to know what types of transactions Access Persons need to report on quarterly transactions reports . If you have questions about any types of Securities not shown below, please contact the Compliance Department by email at the following email address: [coe]@wellsfargo.com.


*Do I have to report transactions in the following types of investments?*

Corporate debt securities		Yes

Equity securities, including Wells Fargo & Co. stock and employee stock options and other Wells Fargo & Co securities granted as compensation (including Wells Fargo Stock Fund)		Yes*

Reportable Funds see Appendix D for a list of registered funds managed by a Covered Company or its affiliate controlled by Wells Fargo & Co.		Yes

Municipal bonds		Yes

Securities held in discretionary IRA accounts		Yes

Securities purchased through Automatic Investment Plans including reportable Automatic Investments Plans for Immediate Family Members (Reporting requirements for allocations to 401(k) plans and Reportable 529 Plans** apply)*		No ^**

Money Market Mutual Funds (affiliated and non-affiliated)		No

Mutual funds, other than ETFs and iShares, that are not Reportable Funds		No

Exchange Traded Funds and iShares, both open-end and closed-end, and Unit Investment Trusts		Yes

Short-Term Cash Equivalents		No

U.S. Government bonds (direct obligations)		No

U.S. Treasuries/Agencies (direct obligations)		No

Because the Compliance Department does not receive duplicate account statements for any employee stock option accounts that you or your Immediate Family Members may have, any Personal Securities Transactions in such employee stock option accounts must be reported on the quarterly transactions report. This means the employee executed transaction, i.e., the sell transaction of the employee stock option that was granted. If you or Immediate Family Members have transactions in Wells Fargo & Co. securities granted as compensation for which account statements are not provided, you may be required to report similar account information from available sources, such as print outs of online screen shots showing the relevant reportable information. Contact the Compliance department for any questions.

**	If you make a purchase or sale of a Security that overrides or changes the pre-set schedule or allocation of the AIP, you must include that transaction in your quarterly transactions reports.

***

For any 401(k) plans, you must also report your initial pre-set schedule or allocation of the AIP that includes allocations to any Securities (including to any Reportable Fund, except for Reportable Funds that are money market mutual funds), and any purchases or sales of any Reportable Fund made outside of your preset allocation.

NOTE: 401(k) plans offered through employers other than Wells Fargo & Co are not required to be reported if no Reportable Fund or other Security is offered as an investment in the plan.

****	For transactions in Reportable 529 Plans, you must report your initial pre-set schedule or allocation of the AIP and any purchases or sales of the Reportable 529 Plan’s units outside of your preset allocation.


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2.6

Your Reports are Kept Confidential

The Covered Companies will use reasonable efforts to ensure that the reports you submit to us under this Code are kept confidential. The reports will be reviewed by members of the Compliance Department and possibly our senior executives or legal counsel. Reports may be provided to Reportable Fund officers and trustees, and will be provided to government authorities upon request or others if required to do so by law or court order.


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3.	RESTRICTIONS ON TRADING AND PRE-CLEARANCE REQUIREMENTS

All Access Persons must pre-clear all Security trades and comply with the trading restrictions described here, as applicable.

3.1

Trading Restrictions

All Access Persons must comply with the following trading restrictions:

(1)

60-Day Holding Period for Reportable Fund Shares (open-end and closed-end)

You are required to hold shares you purchase of the Reportable Funds for 60 days. You are NOT required to comply with the 60 day Holding Period for the Ultra Short-Term Income Fund, the Ultra Short-Term Municipal Income, the Ultra Short Duration Bond Fund, the Wells Fargo Stock Fund (including 401(K) and ESOP accounts), and the money market funds . This restriction applies without regard to tax lot considerations. You will need to hold the shares from the date of your most recent purchase for 60 days. If you need to sell Reportable Fund shares before the 60-day holding period has passed, you must obtain advance written approval from the CCO or the Code of Ethics Compliance Officer. The 60-day holding period does not apply to transactions pursuant to Automatic Investment Plans.

(2)

Restricted Investments

You may not purchase shares in an Initial Public Offering. You must get written approval from the CCO or Code of Ethics Compliance Officer before you sell shares that you acquired in an IPO prior to starting work for us.

You may, subject to pre-clearance requirements, purchase shares in a Private Placement as long as you will hold less than a 10% interest in the issuer or are otherwise permitted under the Policy on Directorships and Other Outside Employment as outlined in the Wells Fargo & Co. Team Member Code of Ethics and Business Conduct . Private Placements must be pre-approved by the Chief Compliance Officer and Chief Equity Officer. Documentation for all approved Private Placements will be kept on file by the Code of Ethics Compliance Officer.

NOTE: Private Placements issued by a client are prohibited.

In addition, as set forth in Section 4.3, we remind you that you must comply with the policies outlined in the Wells Fargo Team Member Code of Ethics and Business Conduct which imposes certain restrictions on your ability to trade in Wells Fargo & Company stock and employee stock options. Section V.D.2 of the Wells Fargo Team Member Code of Ethics and Business Conduct states, “You may not invest or engage in derivative or hedging transactions involving securities issued by Wells Fargo & Company, including but not limited to options contracts (other than employee stock options), puts, calls, short sales, futures contracts, or other similar transactions regardless of whether you have material inside information.”

You may not participate in a tender offer made by a closed-end Evergreen or Wells Fargo Advantage Fund under the terms of which the number of shares to be purchased is limited to less than all of the outstanding shares of such closed-end Evergreen or Wells Fargo Advantage Fund.


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No team member may purchase or sell shares of any closed-end Evergreen or Wells Fargo Advantage Fund within 60 days of the later of (i) the initial closing of the issuance of shares of such fund or (ii) the final closing of the issuance of shares in connection with an overallotment option. You may purchase or sell shares of closed-end Evergreen or Wells Fargo Advantage Funds only during the 10-day period following the release of portfolio holdings information to the public for such fund, which typically occurs on or about the 15th day following the end of each calendar quarter. Certain team members, who shall be notified by the Legal Department, are required to make filings with the Securities and Exchange Commission in connection with purchases and sales of shares of closed-end Evergreen or Wells Fargo Advantage Funds, and may be required to hold their shares of such funds for longer periods of time and will be subject to potential short-swing profit disgorgement, including in civil litigation, and public disclosure of non-compliance with applicable law.

You may not participate in the activities of an Investment Club without prior approval from the CCO or the Code of Ethics Compliance Officer. If applicable, trades for an Investment Club would need to be pre-cleared.

(3)

You May Not Execute Your Own Personal Transactions

Team members may never execute or process through Wells Fargo & Co’s direct access software (TA2000 or any other similar software):

(a) your own personal transactions,

(b) transactions for Immediate Family Members, or

(c) transactions for accounts of other persons for which you or your Immediate Family Member have been given investment discretion. This provision does not exclude you from trading directly with a broker/dealer or using a broker/dealer’s software. The foregoing also does not prohibit you from executing or processing transactions in Wells Fargo & Co. securities granted to you as compensation through an online program designated by Wells Fargo & Co. for such purpose.

(4)

You must not Attempt to Manipulate the Market

You must not execute any transactions intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading.


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3.2

Pre-Clearance Requirements

Access Persons must pre-clear with the Compliance Department all Personal Securities Transactions, except as set forth below.

Access Persons are not required to pre-clear any of the following types of transactions:


*Exceptions from the Pre-Clearance Requirements*

Mutual Funds, including open-end Reportable Funds (pre-clearance may be required in certain situations—see Note)		Securities issued by any open-end investment company, including open-end Reportable Funds. Note : Open-end Reportable Funds do not have to be pre-cleared; however transactions in open-end Reportable Funds must be reported (subject to any applicable exceptions) quarterly on the Quarterly Transactions Report. Further, transactions in open-end Reportable Funds are still subject to the 60 day holding period.

No Knowledge		Personal Securities Transactions that take place without your knowledge or the knowledge of your Immediate Family Members and that are (i) effected for you by a trustee of a blind trust, (ii) discretionary trades involving an investment partnership or managed account, (iii) a margin call in which you are neither consulted nor advised of the trade before it is executed, or (iv) the assignment of an option.

Certain Corporate Actions		Any acquisition or disposition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions which are generally applicable to all holders of the same class of securities. Odd-lot tender offers are also exempt but all other tender offers must be pre-cleared. All of the foregoing transactions are subject to transaction reporting provisions of the Code.

Underlying Securities Through Exercise of Rights		Any acquisition or disposition of securities through the exercise of rights, options (including Wells Fargo & Co employee stock options), convertible bonds, or other instruments acquired in compliance with this Code.

Wells Fargo & Co. Securities Acquired as Employee Compensation		Any acquisition of employee stock options, shares of common stock as part of 401(k) plan matching or other types of securities of Wells Fargo & Co obtained through participation in employee stock option plan or other similar plan granted to the team member as part of his or her employment.

Municipal Bonds		Any municipal bond rated A or higher by a national rating agency.


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*Exceptions from the Pre-Clearance Requirements*

Commodities, Futures, Options on Futures, or option on Indices		Acquisitions and dispositions of commodities, futures (including currency futures), options on futures, options on currencies, and options on indices are NOT subject to pre-clearance or the fifteen-day blackout described below in section 3.3, the ban on short-term trading (60-day profit disgorgement) and other prohibited transaction provisions of the Code, but are subject to transaction reporting provisions of the Code. NOTE : Options on Securities . All acquisitions and dispositions of options on securities ARE subject to pre-clearance, fifteen-day blackout, the ban on short-term trading (60-day profit disgorgement; in other words, settlement date of an option must be at least 60 days out), prohibited transaction provisions, and transaction reporting provisions of the Code.

Transferring of Securities		Transferring a security to or from a Personal Securities Account; however, these transactions are subject to transaction reporting requirements. Transferring from a Personal Security Account to an account other than a Personal Security Account requires pre-clearance.

Managed Accounts		Transactions occurring within Managed Accounts do not require pre-clearance of trades or quarterly reporting. However, duplicate statements must be sent to Compliance and a copy of the investment management agreement must be sent to the Code Administrator.

Exchange Traded Funds (ETFs)		Exchange Traded Funds, iShares, and Unit Investment Trusts. Note: Transactions in these securities are reportable on the Quarterly Transaction Report. Note: Transactions in closed-end mutual funds DO require pre-clearance.


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*Exceptions from the Pre-Clearance Requirements*

Miscellaneous		Any transaction involving the following: • bankers acceptances; • bank certificates of deposit (CDs); • commercial paper; • high quality short-term debt instruments, including repurchase agreements; • direct obligations of the U.S. Government; • the acquisition of equity securities in dividend reinvestment plans (DRIPs); however, these transactions are subject to transaction reporting provisions of the Code; • securities of the employer of your Immediate Family Member if such securities are beneficially owned through participation by the Immediate Family Member in a profit sharing plan, 401(k) plan, employee stock option plan or other similar plan; however, any transaction that is not made pursuant to a pre-set schedule or allocation or overrides a pre-set schedule or allocation must be included in a quarterly transaction report (this exception does not exempt transactions involving securities in such a plan when the issuer is not the employer of your Immediate Family Member) • interests in 529 plans; however, any transaction in a Reportable 529 Plan that is not made pursuant to a pre-set schedule or allocation or overrides a pre-set schedule or allocation must be included in a quarterly transaction report; and • other Securities as the Code of Ethics Compliance Department designates from time to time in writing on the grounds that the risk of abuse is minimal or non-existent.

Excessive Trading for Personal Securities Accounts is strongly discouraged and Personal Securities Accounts may be monitored for Excessive Trading activity and reported to management. Additional restrictions may be imposed by the Compliance Department if Excessive Trading is noted for a Personal Securities Account.


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How to Pre-Clear Your Securities Transactions

If you have been designated as an Access Person, you must follow the steps below to pre-clear your trades:


Remember! If you need to pre-clear a transaction, don’t place an order until you receive written approval to make the trade.				(1) Request Authorization . Authorization for a transaction that requires pre-clearance must be entered using the Code of Ethics System. Email requests will only be accepted for those employees who are on formal leave of absence or on PTO. When submitting a request, the following information must be given: • Security Name and Ticker or Cusip • Amount to be traded • Brokerage name and Account Number • Transaction Type (Buy, Sell, Short) • Type of Security (Bond, Option, Common Stock) • Price

				A CCO must submit any of his/her proposed Personal Securities Transactions that require pre-clearance to the Chief Legal Officer. Also, no member of the Compliance Department is able to authorize their own transactions. You may only request pre-clearance for market orders or same day limit orders. (2) Have Your Request Reviewed and Approved . After receiving the electronic request the Code of Ethics system will notify you if your trade has been approved or denied. If a trade request for pre-clearance came from an email, the approval or denial will be reported back using the same method of the request. (3) Trading in Foreign Markets . Request for pre-clearance in foreign markets that have already closed for the day may be given approval to trade for the following day because of time considerations. Approval will only be good for that following business day in that local foreign market.


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3.3

Prohibited Transactions

As Access Persons, you are prohibited from engaging in any of the following Personal Securities Transactions. If any of these transactions would normally require pre-clearance, the CCO or Code of Ethics Compliance Officer will only authorize the trades under exceptional circumstances:

•

Trading when there are pending buy or sell orders for an Account . You can not purchase or sell securities on any day during which an Account has a pending “buy” or “sell” order in for the same security (or equivalent security) of which the Compliance Department is aware until that order is withdrawn.

•

Transactions within the fifteen-day blackout. There is a “fifteen-day blackout” on purchases or sales of securities bought or sold by an Account. That means that you may not buy or sell a security (or equivalent security) during the seven-day periods immediately preceding and immediately following the date that the Account trades in the security (“blackout security”). During the blackout period, activity will be monitored by the Code of Ethics Compliance Officer or the CCO and any Personal Securities Transactions during a blackout window will be evaluated and investigated based on each situation. Violations may range from no action in cases where Compliance has determined on a reasonable basis that there was no employee knowledge of portfolio trading activity to potential disgorgement of profits or payment of avoided losses (see Section 6 for Code violations and penalties). During a blackout period, purchases of a blackout security may be subject to mandatory divestment. Similarly, during a blackout period, sales of a blackout security may be subject to mandatory repurchase. In the case of a purchase and subsequent mandatory divestment at a higher price, any profits derived upon divestment may be subject to disgorgement; disgorged profits will be donated to your charity of choice. In the case of a sale and subsequent mandatory repurchase at a lower price, you may be required to make up any avoided losses, as measured by the difference between the repurchase price and the price at which you sold the security; such avoided losses will be donated to your charity of choice.

•

For example, if an Account trades in a blackout security on July 7, July 15 (the eighth day following the trade date) would be the first day you may engage in a Personal Securities Transaction involving that security, and any purchases and sales in the blackout security made on or after June 30 through July 14 could be subject to divestment or repurchase. Purchases and sales in the security made on or before June 29 (the eighth day before the trade date) would not be within the blackout period.

•

The CCO or Code of Ethics Compliance Officer may approve additional exceptions to the blackout window.


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•

Intention to Buy or Sell for Accounts . You are prohibited from buying or selling securities when you intend, or know of another’s intention, to purchase or sell that security (or an equivalent security) for an Account. This prohibition applies whether the Personal Securities Transaction is in the same direction ( e.g ., two purchases or two sales) or the opposite direction ( e.g., a purchase and sale) as the transaction for the Account.

NOTE: There is a de minimis exception to the above three restrictions - Access Persons may purchase and sell S&P 500 Securities of up to 500 shares and no more than $10,000, unless this conflicts with the 60-day short-term profit restriction described below. Notwithstanding the de minimis exception to the foregoing three restrictions, all transactions in S&P 500 Securities must be pre-cleared.

•

Investment personnel are prohibited from personally trading in securities issued by publicly-traded companies they are covering, researching or recommending for Covered Company advisory accounts until compliance determines the potential conflicts of interest have been resolved.

3.4

Ban on Short-Term Trading Profits

There is a ban on short-term trading profits for Access Persons. Access Persons are not permitted to buy and sell, or sell and buy, the same security (or equivalent security) within 60 calendar days and make a profit; this will be considered short-term trading. Trading in securities of Wells Fargo Stock or Wells Fargo Stock Fund (including 401(K) and ESOP accounts) are excluded from this restriction.

•

This prohibition applies without regard to tax lot.

•

Short sales are subject to the 60 profit ban.

•

If you make a profit on an involuntary call of an option that you wrote, those profits are excluded from this ban; however, you cannot buy and sell options within 60 calendar days resulting in profits. Settlement/expiration date on the opening option transaction must be at least 60 days out.

•

Sales or purchases made at the original purchase or sale price or at a loss are not prohibited during the 60 calendar day profit holding period.

You may be required to disgorge any profits you make from any sale before the 60-day period expires. In counting the 60 calendar days, multiple transactions in the same security (or equivalent security) will be counted in such a manner as to produce the shortest time period between transactions.


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Although certain transactions may be deemed de minimis ( i.e., the exceptions noted in Section 3.3), they are still subject to the ban on short-term trading profits and are required to be input into the Code of Ethics system. The ban on short-term trading profits does not apply to transactions that involve:

(i)

same-day sales of securities acquired through the exercise of employee stock options or other Wells Fargo & Co. securities granted to you as compensation or through the delivery (constructive or otherwise) of previously owned employer stock to pay the exercise price and tax withholding;

(ii)

Any transactions of Wells Fargo Stock , ESOPs or Wells Fargo Stock Fund in any reportable account

(iii)

purchases or sales that were done as part of an Automatic Investment Plan (“AIP”). However, any purchases or sales outside the pre-set schedule or allocation of the AIP, or other changes to the pre-set schedule or allocation of the AIP, within a 60-day period, are subject to the 60-day ban on short term profit. A purchase or sale that is NOT part of an AIP must be reported on the Quarterly Transaction Report.

(iv)

transactions described in Section 3.2 for which a pre-clearance exception applies.

The CCO or the Code of Ethics Compliance Officer may approve additional exceptions to the ban on short-term trading profits. Any additional exceptions require advance written approval.

3.5

CCO’s Approval of Your Transactions

Your Request May be Refused. The CCO or the Code of Ethics Compliance Officer may refuse to authorize your Personal Securities Transaction and need not give you an explanation for the refusal. Some reasons for refusing your securities transactions are confidential.

Authorizations Expire. Any transaction approved by the CCO or the Compliance Department is effective until the close of business of the same trading day for which the authorization is granted (unless the CCO or Code of Ethics Compliance Officer revokes that authorization earlier). The CCO or the Code of Ethics Compliance Officer may indicate another date when the authorization expires. If the order for the transaction is not executed within that period, you must obtain a new advance authorization before placing your trade.


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4.	T RADING ON I NSIDER I NFORMATION

The law requires us to have and enforce written policies and procedures to prevent you from misusing material, non-public information. We do this by:

•

limiting your access to files likely to contain non-public information,

•

restricting or monitoring your trades, including trades in securities about which you might have non-public information, and

•

providing you continuing education programs about insider trading.

You are subject to all requirements of the Wells Fargo Team Member Code of Ethics and Business Conduct set forth under the heading “Avoid Conflicts of Interest—Insider Trading” in Section V.C of Appendix A thereof, as the same may be amended from time to time. A copy of this policy is available on the Wells Fargo & Co website at: https://www.wellsfargo.com/downloads/pdf/about/team_member_code_of_ethics.pdf

4.1

What is Insider Trading?

Insider trading is generally defined as occurring when a person has possession of material, non-public information about an issuer and engages in a securities transaction involving securities issued by the issuer, or discloses the information to others who then trade in the issuer’s securities.

Information is considered material if there is a substantial likelihood that a reasonable investor would consider it important in deciding how to act. Information is considered non-public when it has not been made available to investors generally. Information becomes public once it is publicly

WARNING!

Insider trading is illegal. You could go to prison or be forced to pay a large fine for participating in insider trading. We could also be fined for your actions.

disseminated. Limited disclosure does not make the information public (for example, if an insider makes information available to a select group of individuals, it is not public). Examples of illegal and prohibited insider trading and related activity include, but are not limited to, the following:

•

Tipping of material, non-public information is illegal and prohibited. You are tipping when you give non-public information about an issuer to someone else who then trades in securities of the issuer.

•

Front running is illegal and prohibited. You are front running if you trade ahead of an Account order in the same or equivalent security (such as options) in order to make a profit or avoid a loss.

•

Scalping is illegal and prohibited. You are scalping when you purchase or sell a security (or an equivalent security) for your own account before you recommend/buy or recommend/sell that security or equivalent for an Account.

See the discussion under the heading “Avoid Conflicts of Interest—Insider Trading” in Section V.C of Appendix A of the Wells Fargo Team Member Code of Ethics and Business Conduct for further detail.


August 2012		19		Code of Ethics

Wells Capital Management, Inc.

4.2

Using Non-Public Information about an Account or our Advisory Activities

You may not:

•

Share with any other person (unless you are permitted or required by law, it’s necessary to carry out your duties and appropriate confidentiality protections are in place, as necessary) any non-public information about an Account , including, without limitation: (a) any securities holdings or transactions of an Account; (b) any securities recommendation made to an Account; (c) any securities transaction (or transaction under consideration) by an Account, including information about actual or contemplated investment decisions; (d) any changes to portfolio management teams of Reportable Funds; and (e) any information about planned mergers or liquidations of Reportable Funds.

•

Use any non-public information regarding an Account in any way that might compete with, or be contrary to, the interest of such Account.

•

Use any non-public information regarding an Account in any way for personal gain.

4.3

Wells Fargo & Company Securities

You are prohibited from engaging in any transaction in Wells Fargo & Co securities that is not in compliance with applicable requirements of the Wells Fargo Team Member Code of Ethics and Business Conduct set forth under the heading “Avoid Conflicts of Interest—Personal Trading and Investment—Derivative and Hedging Transactions in Securities Issued by Wells Fargo” in Section V.D.2 thereof, as the same may be amended from time to time. A copy of this policy is available on the Wells Fargo & Company website at: https://www.wellsfargo.com/downloads/pdf/about/team_member_code_of_ethics.pdf.


August 2012		20		Code of Ethics

Wells Capital Management, Inc.

5.	G IFTS , D IRECTORSHIPS AND O THER O UTSIDE E MPLOYMENT

5.1

Gifts

We generally follow the Wells Fargo & Company policy regarding receiving gifts and activities with customers as vendors, as generally set forth in the Wells Fargo Team Member Code of Ethics and Business Conduct , although we have made some changes to that policy, making it more restrictive in some instances . Please read and follow the version set forth in Appendix C.

5.2

Directorships and Other Outside Employment

We follow the Wells Fargo & Co policy regarding holding directorship positions and other outside employment. Please read and follow the Wells Fargo Team Member Code of Ethics and Business Conduct for requirements regarding directorships. However, if you receive an approval to participate in outside business or employment activities, your participation must be redisclosed annually when you certify to the Code and reapproved at any time there is a change in relevant facts upon which the original approval was granted.

5.3

Political Contributions

We follow the Wells Fargo Team Member Code of Ethics and Business Conduct regarding political contributions. Individual political contributions are not restricted; however, Access Persons must take care to ensure that any contribution made is on the behalf of the individual and not on behalf of a Covered Company or Wells Fargo & Co. In addition, as an investment adviser, WellsCap and its employees are subject to the SEC and state and local regulations regarding political contributions, procurement lobbying and gifts and entertainment to government entities. Please review the Political Contribution and State and Local Pay to Play/Procurement Lobbying policies and procedures (Sections 1.5 and 1.6) detailed in the Wells Capital Management Policies and Procedures for details regarding pre-clearance requirements.


August 2012		21		Code of Ethics

Wells Capital Management, Inc.

6.	C ODE V IOLATIONS

6.1

Investigating Code Violations

The CCO is responsible for enforcing the Code. The CCO or his or her designee is responsible for investigating any suspected violation of the Code and if the CCO selects a designee, the designee will report the results of each investigation to the CCO. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. The CCO is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code in coordination with the designee. Any confirmed violation of the Code will be reported to your supervisor immediately.

6.2

Penalties

The CCO is responsible for deciding whether an offense is minor, substantive or serious. In determining the seriousness of a violation of this Code of Ethics, the following factors, among others, may be considered:

•

the degree of willfulness of the violation;

•

the severity of the violation;

•

the extent, if any, to which a team member profited or benefited from the violation;

•

the adverse effect, if any, of the violation on a Covered Company or an Account; and

•

any history of prior violation of the Code.

Note: For purposes of imposing sanctions, violations generally will be counted on a rolling twelve (12) month period. However, the CCO or senior management reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than twelve months.

Any serious offenses as described below will be reported immediately to the Chief Compliance Officer. All minor offenses and substantive offenses will be reported to the Chief Compliance Officer periodically. Penalties will be imposed as follows except as subject to exceptions described further below:

Minor Offenses :

•

First minor offense – Oral warning;

•

Second minor offense – Written notice;

•

Third minor offense – $250 fine to be donated to your charity of choice ^* .

^*	All fines will be made payable to your charity of choice (reasonably acceptable to Wells Capital) and turned over to us and we will mail the donation check (cashiers or bank check only) on your behalf.


August 2012		22		Code of Ethics

Wells Capital Management, Inc.

Minor offenses include, but are not limited to, the following: failure to submit quarterly transaction reports, failure to submit signed acknowledgments of Code forms and certifications, excessive ( i.e., more than 3) late submissions of such documents and, conflicting pre-clear request dates versus actual trade dates or other pre-clearance request errors or omissions involving the de minimis exception or securities not covered by the fifteen day blackout period.

Substantive Offenses:

•

First substantive offense – Written notice;

•

Second substantive offense – $250 fine to be donated to your charity of choice ^* ;

•

Third substantive offense – $1,000 fine or disgorgement of profits (whichever is greater) to be donated to your charity of choice ^* and/or termination of employment and/or referral to authorities.

Substantive offenses include, but are not limited to, the following: unauthorized purchase/sale of restricted investments as outlined in this Code, violations of short-term trading for profit (60-day rule), failure to request trade pre-clearance of restricted transactions, failure to timely report a reportable brokerage account and violations of the fifteen-day blackout period.

Serious Offenses:

Trading with inside information, “front running” and “scalping” are each considered a “serious offense.” We will take appropriate steps, which may include termination of employment and/or referral to governmental authorities for prosecution. The Wells Fargo Advantage Funds’ Board and the Evergreen Funds’ Board of Trustees will be informed immediately of any serious offenses.

Exceptions

We may deviate from the penalties listed in the Code where the CCO and/or senior management determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. For example, a first substantive offense may warrant a more severe penalty if it follows two minor offenses. Any deviations from the penalties listed in the Code, and the reasons for such deviations, will be documented and maintained in the Code files. The penalties listed in this Section 6.2 are in addition to disgorgement or other penalties imposed by other provisions of this Code.

6.3

Dismissal and/or Referral to Authorities

Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the CCO and/or senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.

^*	All fines will be made payable to your charity of choice (reasonably acceptable to Wells Capital) and turned over to us and we will mail the donation check (cashiers or bank check only) on your behalf.


August 2012		23		Code of Ethics

Wells Capital Management, Inc.

6.4

Your Obligation to Report Violations

You must report any violations or suspected violations of the Code to the CCO or to a member of the Code of Ethics Compliance Department. Your reports will be treated confidentially and will be investigated promptly and appropriately. Violations include:

•

non-compliance with applicable laws, rules, and regulations;

•

fraud or illegal acts involving any aspect of our business;

•

material misstatements in reports;

•

any activity that is specifically prohibited by the Code; and

•

deviations from required controls and procedures that safeguard clients and us.


August 2012		24		Code of Ethics

A PPENDIX A

D EFINITIONS

General Note:

The definitions and terms used in the Code are intended to mean the same as they do under the 1940 Act and the other Federal Securities Laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal Securities Laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal Securities Laws, as applicable.


Accounts		Accounts of investment advisory clients of Covered Companies, including but not limited to registered and unregistered investment companies and Managed Accounts.

Automatic Investment Plan		A program that allows a person to purchase or sell securities, automatically and on a regular basis, with any further action by the person. May be part of a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer-sponsored plan.

Beneficial Owner (Ownership)		You are the “beneficial owner” of any securities in which you have a direct or indirect financial or “pecuniary” interest, whether or not you have the power to buy and sell, or to vote, the securities.

		In addition, you are the “beneficial owner” of securities in which an Immediate Family Member has a direct or indirect financial or pecuniary interest, whether or not you or the Immediate Family Member has the power to buy and sell, or to vote, the securities. For example, you have Beneficial Ownership of securities in trusts of which Immediate Family Members are beneficiaries.

		You are also the “beneficial owner” of securities in any account, including but not limited to those of relatives, friends and entities in which you have a non-controlling interest, over which you exercise investment discretion. Such accounts do not include accounts you manage on behalf of a Covered Company or any other affiliate of Wells Fargo & Co.

Control		The power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with such company. Owning 25% or more of a company’s outstanding voting securities is presumed to give you control over the company. (See Section 2(a)(9) of the 1940 Act for a complete definition.)

Covered Company		Wells Capital Management, Inc.

Equivalent Security		Any security issued by the same entity as the issuer of a subject security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds.


Appendix A		25		Definitions


Excessive Trading		A high number of transactions during any month could be considered Excessive Trading. Compliance will report any Excessive Trading to management.

Federal Securities Laws		The Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a—mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 100-102, 113 Stat. 1338 (1999)), any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

Financial or Pecuniary Interest		The opportunity for you or your Immediate Family Member, directly or indirectly, to profit or share in any profit derived from a securities transaction. You or your Immediate Family Member may have a financial interest in:

		• Your accounts or the accounts of Immediate Family Members;

		• A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member;

		• A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or

		• A trust, if you or an Immediate Family Member is a beneficiary.

High quality short-term debt instrument		Any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization such as Moody’s Investors Service.

Immediate Family Member		Any of the following persons who reside in the same household with you:


• spouse	• grandparent	• mother-in-law

• domestic partner	• grandchild	• father-in-law

• parent	• brother	• daughter-in-law

• stepparent	• sister	• son-in-law

• child (including adopted)		• sister-in-law

• stepchild		• brother-in-law

Immediate Family Member also includes any other relationship that the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety.


Appendix A		26		Definitions


Investment Club		An investment club is a group of people who pool their money to make investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and each member may actively participate in investment decisions.

IPO		An initial public offering, or the first sale of a company’s securities to public investors. Specifically it is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Large Capitalization Security		A security whose issuer has an equity market capitalization of more than $5 billion.

Managed Account		Any account for which the holder gives, in writing, his/her broker or someone else the authority to buy and sell securities, either absolutely or subject to certain restrictions. In other words, the holder gives up the right to decide what securities are bought or sold for the account.

Non-Public Information		Any information that is not generally available to the general public in widely disseminated media reports, SEC filings, public reports, prospectuses, or similar publications or sources.

Personal Securities Account		Any holding of Securities of which you have Beneficial Ownership, other than a holding of Securities previously approved in writing by the Code of Ethics Compliance Officer over which you have no direct influence or Control. A Personal Securities Account is not limited to securities accounts maintained at brokerage firms, but also includes holdings of Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Wachovia, Wells Fargo & Co. or any other employer.

Personal Securities Transaction		A purchase or sale of a Security, of which you have or acquire Beneficial Ownership.

Private Placement		An offering that is exempt from registration under section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder.

Purchase or Sale of a Security		Includes, among other things, gifting or the writing of an option to purchase or sell a security.

Reportable 529 Plan		Edvest and tomorrow’s scholar. See Section 2.4(1).

Reportable Fund		Reportable Fund means (i) any investment company registered under the Investment Company Act of 1940, as amended, for which a Covered Company serves as an investment adviser as defined in Section 2(a)(20) of that Act, or (ii) any investment company registered under the Investment Company Act of 1940, as amended, whose investment adviser or principal underwriter controls a Covered Company, is controlled by a Covered Company, or is under common control with a


Appendix A		27		Definitions


		Covered Company; provided, however, that Reportable Fund shall not include an investment company that holds itself out as a money market fund. For purposes of this definition, “control” has the same meaning as it does in Section 2(a)(9) of the Investment Company Act of 1940, as amended. A list of all Reportable Funds shall be maintained and made available for reference under “Reportable Funds” under the “Code of Ethics” tab in the Compliance Department InvestNet web page.

Security/Securities		As defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it does not include direct obligations of the U.S. Government; bankers’ acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments, including repurchase agreements; shares issued by affiliated or unaffiliated money market mutual funds; or shares issued by open-end investment companies other than the Reportable Funds.


Appendix A		28		Definitions

A PPENDIX B

R ELEVANT C OMPLIANCE D EPARTMENT S TAFF L IST **

Please consult the intranet website for a current list of compliance staff designated to monitoring the Code of Ethics.

Assistance with the Code of Ethics and the Code of Ethics System is also available by e-mailing WellsCapitalCOE@wellsfargo.com.


Appendix B		29		Compliance Department Staff List

A PPENDIX C

P OLICY O N G IFTS A ND A CTIVITIES W ITH C USTOMERS O R V ENDORS

You and your family members must not accept gifts from or participate in activities with (including services, discounts, entertainment, travel or promotional materials) an actual or potential customer or vendor or from business or professional people to whom you do or may refer business unless the gift or activity was in accordance with accepted, lawful business practices and is of sufficiently limited value that no possible inference can be drawn that the gift or activity could influence you in the performance of your duties for Wells Fargo. It is unlawful for you to corruptly seek or accept anything of value from any person, intending to be influenced or rewarded in connection with any business or transaction of Wells Fargo. This rule applies to all team members, including, but not limited to, those involved in recommending or making decisions related to:

•

Pricing of products sold by the company

•

Extension of credit, or

•

Purchase of goods or services from outside vendors

1.	Money – Money (cash, check, money order, electronic funds, Visa or similar gifts cards, or any type of gift that can be exchanged for or deposited as cash) must never be accepted or given.

2.	Giving Gifts – Team members who wish to give gifts to vendors, customers or officials, or who are asked to authorize such gifts, must follow standard expense authorization procedures.

Gifts valued at more than $100 to a current or potential customer within any calendar year must be approved, in writing, by your Code of Ethics Compliance Department.

Team members who wish to give personal gifts to other team members must follow the general guideline that the gift be made in accordance with accepted business practices and is of sufficiently limited value that the gift could not influence the giver or the receiver in the performance of their duties for Wells Fargo, nor create actual or perceived pressure to reciprocate.

Accepting Gifts – Unless approved, in writing, by your Code of Ethics Compliance Department, you may not accept gifts, gift cards or gift certificates worth more than $100 from a current or potential customer, vendor or their agent within any calendar year. However, the following items are not subject to the $100 limit:

•

Gifts based on obvious family or personal relationship when it is clear that the relationship, and not the company’s business, is the basis for the gift;

•

Discounts or rebates on merchandise or services from an actual or potential customer or vendor if they are comparable to and do not exceed the discount or rebate generally given by the customer or vendor to others;

•

Awards from civic, charitable, educational or religious organizations for recognition of service and accomplishment.

Activities with Customers or Vendors – Activities with existing or potential customers or vendors that are paid for by them (including meals, winning door prizes, sporting events and other entertainment, as well as trips to customer and vendor sites, exhibits and other activities) may be accepted only if the activity is a customary, accepted and lawful business practice and is of sufficiently limited value that no possible inference can be drawn that participating in the activity could influence you in the performance of your duties for Wells Fargo.

If you have any doubt about the propriety of participating in an activity offered by a customer or a vendor you should consult with your supervisor and Code of Ethics Compliance Department before accepting the offer. If the activity includes travel paid for by a customer or vendor, you must obtain management approval before accepting the trip.


Appendix C		30		Policy on Receiving Gifts

5. Dealings with Government Officials- Team members must comply with U.S. law, including the U.S. Foreign Corrupt Practices Act, and the laws of foreign countries when dealing with domestic and foreign government officials. Under no circumstances may you pay or offer anything of value directly or indirectly, to a government official, including foreign officials, political parties and party officials and candidates for the purpose of improperly influencing an official act or decision, securing an improper advantage, or assisting in obtaining or retraining business or directing business to anyone. In countries in which there is a government involvement in business enterprises, such officials may include employees and manager of local enterprises.

6. ERISA - Given the increased scrutiny of gifts and entertainment for ERISA clients, WellsCap’s policy limits any gift or entertainment to or from an ERISA plan trustee or other representatives of a labor organization to $10 per plan trustee or representative.


Appendix C		31		Policy on Receiving Gifts

A PPENDIX D

R EGISTERED P RODUCTS

PLEASE CONSULT THE WELLSCAP WEBSITE FOR A COMPLETE LIST OF MUTUAL FUNDS

AND CLOSED END FUNDS TO WHICH THE CODE APPLIES. PLEASE REFER TO THE

FOLLOWING WEBSITE FOR A CURRENT LIST OF REPORTABLE FUNDS: [ADD LINK].


Appendix D		32		Mutual Fund Products

A PPENDIX E

C OMPLIANCE CODE CHANGES


1.	Section 5.3 Political Contributions	April 2012
	Added Political Contribution language for investment advisers.

2.	Appendix B Relevant Compliance Department Staff List	April 2012
	Added current Compliance staff.

3.	Appendix C Gifts and Activities with Customers or Vendors	April 2012
	Added ERISA guidelines for gifts

4.	Section 1.4 You are considered to be an Access Person	June 2012
	Modified definition of an Access Person

5.	Cover Page and Preamble	August 2012
	Cover page revised and Preamble created for joint use of Policies and Procedures with relatedentities, as needed

6.	Preamble	April 2014
	Preamble revised for joint use of Policies and Procedures with related entities, as needed (added Metropolitan West Capital Management, LLC)

7.	Appendix B	December 2014
	Updated appendix to remove Code of Ethics staff names and replace with an email distribution list for all questions related to the Code of Ethics or the Code of Ethics System.


Appendix E		33		Compliance Code Changes


Nuveen Investments Compliance April 2014

Code of Ethics

Note that capitalized terms have special meanings, as defined in the boxes on pages 2 and 3.

Summary and Scope

What the Code is about

Helping to ensure that Nuveen Investments personnel place the interests of Nuveen clients ahead of their own personal interests.

Who the Code applies to and what the implications are

There are three designations of individuals who are subject to the Code (described below). Compliance will notify you of your designation.

If you are a consultant or temporary worker, you are not automatically subject to the Code. However, based on your contract length, job duties, work location, and other factors, Compliance may make you subject to the Code at whatever designation level it believes appropriate.

Questions about the Code? Contact the Nuveen Ethics Office at (312) 917-8000.

Access Persons

•

Any Nuveen Employee who meets any of the following criteria:

•

as part of his/her regular duties has access to non-public information concerning the purchase, sale, holdings, or recommendations of securities in any Nuveen-Advised Account or Portfolio

•

is a director or officer of a Nuveen Fund who has been designated an Access Person by Compliance (Independent Directors have their own Code of Ethics and are not subject to this one)

•

has otherwise been designated an Access Person by Compliance

Key characteristics of this designation. An individual may be considered an Access Person of multiple Nuveen advisers or only one. The personal trading of Access Persons (other than Independent Directors) is generally only monitored against the trading activity of the specific adviser(s) for which they have been designated an Access Person.

Investment Persons

•

Any Access Person who meets either of the following criteria:

•

as part of his/her regular duties either makes or participates in making recommendations or decisions concerning the purchase or sale of securities in any Nuveen-Advised Account or Portfolio

•

has otherwise been designated an Investment Person by Compliance

Key characteristics of this designation.Investment Persons are almost exclusively limited to employees of Nuveen’s investment advisers.

Personal transactions of Investment Persons will be reviewed for conflicts in the period starting 7 calendar days prior to a trade by their associated investment adviser and ending 7 calendar days after a trade by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by Compliance.

The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person.

General Employees

•

All remaining Nuveen Employees (meaning those who are neither Access Persons nor Investment Persons)

Key characteristics of this designation. The personal trading of General Employees is typically monitored against the trading activities of all Nuveen advisers.

The policies in the Code treat General Employees and Access Persons alike, although the Compliance monitoring may differ.

What’s New Notable changes to this document the previous version.

• Consultants and temporary workers are no longer included in the definition of Nuveen Employees. However, Compliance may make certain consultants and temporary workers subject to the Code.

• The 30-day rule (#8 on page 5) has been clarified to apply across accounts with common ownership.

LOGO

Page 1 of 6

Important to understand

Some of our affiliated investment advisers may impose additional rules on the same topics covered in the Code. Check with your manager or local compliance officer if you have questions.

Personal trading is a privilege, not a right. The securities industry is highly regulated and its employees are expected to adhere to high standards of behavior — including with respect to personal trading. Any violation of the Code can have an adverse affect on you, your co-workers, and Nuveen.

The Code does not address every ethical issue that might arise.

If you have any doubt at all after consulting the Code, contact Compliance for direction.

The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator). Follow the Code both in letter and in spirit. If you have questions, contact Compliance.

Terms with Special Meanings

Within the Code, these terms are defined as follows:

Automatic Investment PlanAny program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.

Beneficial ownership Any interest by which you or any Household Member directly or indirectly derives a monetary benefit from the purchase, sale, or ownership of a security or account. You have beneficial ownership of securities held in accounts in your own name, or any Household Member’s name, and in all other accounts over which you exercise or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling arrangements.

CodeThis Code of Ethics.

Domestic Partner An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen Employee.

Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of the Treasury

•

Securities Act of 1933

•

Securities Exchange Act of 1934

•

Investment Company Act of 1940

•

Investment Advisers Act of 1940

•

Sarbanes-Oxley Act of 2002

•

Title V of the Gramm-Leach-Bliley Act

•

The Bank Secrecy Act

Household Member Any of the following who reside, or are expected to reside for at least 60 days a year, in the same household as a Nuveen Employee:

• spouse

• Domestic Partner

• sibling

• child, stepchild, grandchild

• parent, stepparent, grandparent

• mother-in-law, father-in-law

• son-in-law, daughter-in-law

• brother-in-law, sister-in-law

Each Household Member is subject to the same pre-clearance and trading restrictions and requirements as his/her related Nuveen Employee.

Independent Director Any director or trustee of a Nuveen Fund advised by Nuveen Fund Advisors, Inc. who is not an “interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.

Managed Account Any account in which you or a Household Member has Beneficial Ownership and for which you have delegated full investment discretion in writing to a third-party broker or investment manager.

Nuveen Nuveen Investments, Inc. and all of its direct or indirect subsidiaries except for Gresham Investment Management, LLC.

Nuveen-Advised Account or Portfolio Any Nuveen Fund or any portfolio, or client account advised or sub-advised by Nuveen.

Nuveen Employee Any full- or part-time employee of Nuveen, not including consultants and temporary workers.

Nuveen Fund Any open- or closed-end fund advised or sub-advised by Nuveen.

Reportable Account Any account of which you or a Household Member has Beneficial Ownership AND in which securities can be bought or held. This includes, among others:

•

all Managed Accounts

•

any Nuveen 401(k) plan account

•

any direct holding in a Nuveen Fund maintained with BFDS as transfer agent

•

any former employer’s retirement account or health savings account (HSA) that permits the purchase of any Reportable Security (such as company stock or Nuveen Funds)

The following are NOT considered Reportable Accounts:

•

charitable giving accounts

•

529 college savings accounts

•

accounts held directly with a mutual fund complex in which non-Nuveen Funds are the only possible investment

Reportable Security Any security, including single-stock futures, except:

•

direct obligations of the US government (indirect obligations, such as Fannie Mae and Freddie Mac securities, are reportable)

•

certificates of deposit, bankers’ acceptances, commercial paper, and high quality short-term debt (including repurchase agreements)

•

money market funds

•

open-end funds that are not Nuveen Funds

Reportable Transaction Any transaction involving a Reportable Security, except:

•

transactions in Managed Accounts

•

transactions occurring under an Automatic Investment Plan


Nuveen Code of Ethics				Page 2 of 6

Restrictions and Requirements

1.	Never abuse a client’s trust, rights, or interests. This means you must never do any of the following:

•

engage in any plan or action, or use any device, that would defraud or deceive a client

•

make any material statements of fact that are incorrect or misleading, either as to what they include or omit

•

engage in any manipulative practice

•

use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client’s disadvantage

•

conduct personal trading in any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code)

2.	Handle conflicts of interest appropriately. This applies not only to actual conficts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty.

3.	Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes information related to any of the following:

•

any Nuveen-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen

•

new products, product changes, or business initiatives

•

past, current, and prospective clients, including their identities, investments, and account activity

“Keeping information confidential” means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others. This includes:

•

making sure no confidential information is visible on your computer screen and desk when you are not there

•

not sharing passwords with others

•

using caution when discussing business in any location where your conversation could be overheard

Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult with Compliance before releasing any confidential information.

4.	Handle Inside Information properly. Follow all of the terms described in “Inside Information” below. Be aware that any failure to handle Inside Information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability.

5.	Never knowingly trade any security being traded or considered for trade by any Nuveen-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre-clearance, and includes equivalent or related securities.

For example, if a company’s common stock is being traded, you may face restrictions on trading any of the company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options or futures based on the company’s securities. This applies to you and to any Household Member.

Inside Information

What is Inside Information?

Inside Information is defined as information that is both material and non-public. Information is material if either of the following is true:

•

a reasonable investor would likely consider it important when making an investment decision

•

public release of the information would likely affect the price of a security

Information is generally non-public if it has not been distributed through a widely used public medium, such as a press release or a report, fling or other periodic communication.

Restrictions and requirements

•

Any time you think you might have, or may be about to, come into possession of Inside Information (whether in connection with your position at Nuveen or not), alert Nuveen. If you work for a Nuveen investment adviser, alert your local Compliance or Legal office. Otherwise, alert Nuveen Compliance within the Ethics Office.

Follow the instructions you are given.

•

Until you receive further instructions from Compliance or Legal, do not take any action in relation to the information, including trading or recommending the relevant securities or communicating the information to anyone else.

•

Never make decisions on your own regarding potential Inside Information, including whether such information is actually Inside Information or what steps should be taken.

•

If Compliance and/or Legal determine that you have Inside Information:

•

Do not buy, sell, gift, or otherwise dispose of the securities, whether on behalf of a Nuveen- Advised Account or Portfolio, yourself, or anyone else.

•

Do not in any way recommend, encourage, or influence others to transact in the issuer’s securities, even if you do not specifically disclose or reference the Inside Information.

•

Do not communicate the Inside Information to anyone, whether inside or outside Nuveen, except in discussions with Compliance and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your investment adviser.


Nuveen Code of Ethics				Page 3 of 6

6.	Never purchase an equity IPO. This does not apply to initial offerings of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, and commodity pools. This applies to you and to any Household Member.

Do not purchase a private placement (limited offering) without advance written approval from Compliance. This includes any private funds advised or subadvised by Nuveen. Approval will depend on whether the investment potentially conflicts with Nuveen business activities and whether the opportunity is available to you because of your position at Nuveen, among other criteria. This applies to you and to any Household Member.

8.	Never participate in an investment club or similar entity. This applies to you and to any Household Member.

9.	Avoid excessive trading. Never let personal trading interfere with your professional duties, and never engage in market timing, late trading, and other inappropriate actions.

10.

Comply with trading restrictions described in the prospectuses for those Nuveen Funds that are advised by Nuveen Fund Advisers, Inc. This includes restrictions on frequent trading in shares of any open-end Nuveen Fund advised by Nuveen Fund Advisers, Inc. Any violation of these trading restrictions is punishable as a violation of the Code. This applies to you and to any Household Member.

11.	Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code.

12.	Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations.

13.

Promptly alert Compliance of any actual or suspected wrongdoing. Alert the Nuveen Compliance Ethics Office or, if applicable, the Chief Compliance Officer of the affiliated investment adviser. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code.

Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code.

Actions Use PTCC for all actions

Upon becoming a Nuveen Employee

1.	Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports.

2.	Within 10 calendar days of starting at Nuveen, report all of your Reportable Accounts and holdings in Reportable Securities. Include current information (no older than 45 calendar days before your first day of employment) on all Reportable Securities.

For each security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and principal amount (dollar value). For each Reportable Account, provide information about the broker, dealer, or bank through which the account is held and the type of account. For each Reportable Account, submit a copy of the most recent statement.

Note that there are separate procedures for Managed Accounts, as described below in item 5.

3.	Within 10 calendar days of starting at Nuveen, report all current investments in private placements (limited offerings). Limited offerings are Reportable Securities.

4.	Within 30 calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. The approved forms are:


Ameriprise Financial		Merrill Lynch/Banc of America
Barclays Capital Inc.		Morgan Stanley
Chase Investment		Oppenheimer & Co.
Services Corp		OptionsXpress
Charles Schwab		Scottrade Financial Services
Citigroup Smith Barney		Stifel Financial
Edward Jones		T. Rowe Price
E*Trade Securities		TD Ameritrade
Fidelity Investments		UBS Financial Services Inc.
Goldman Sachs		US Bancorp Investments, Inc.
Interactive Brokers		Vanguard Brokerage Services
JP Morgan Private Bank		Wells Fargo Advantaged Funds
JP Morgan Securities		Wells Fargo Investments

Under very limited circumstances, a Reportable Account may be allowed to remain at a non-approved firm. Examples include:

•

an account owned by a Household Member who works at another financial firm with comparable restrictions

•

an account that holds securities that cannot be transferred

•

an account that cannot be moved because of a trust agreement

To apply for an exception, contact Compliance. For any account granted an exception, arrange for Compliance to receive duplicates of all periodic statements. If a firm cannot provide duplicate statements directly to Compliance, you must take responsibility for providing these statements to Compliance yourself.

Note that consultants and temporary workers may not be required to move or close Reportable Accounts at the discretion of Compliance.


Nuveen Code of Ethics				Page 4 of 6

When opening any new Reportable Account

(including a Managed Account)

Get Compliance pre-approval for any new Managed Account. Using the appropriate form (available from Compliance), provide representations that support the classification of the account as a Managed Account. The form must be signed by the account’s broker or investment manager and by all account owners (you and/or any Household Member).

Report any new Reportable Account (other than a Managed Account) that is opened with an approved firm. Do this with- in 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event.

Before placing any trades in Reportable Securities

Pre-clear any trade in Reportable Securities that is above the minimum share quantity. Additional exclusions are noted in the box below. Without pre-clearance, you can trade up to 500 shares over any period of 5 trading days in any security with a market capitalization (on the trade date) of at least $5 billion. This applies only to securities that trade in share quantities, and therefore does not extend to options or fixed income securities.

If your trade requires pre-clearance, request approval through PTCC before you or any Household Member places an order to buy or sell any Reportable Security. Approval, if granted, expires at the end of the day it was granted. When requesting pre-clearance, follow this process:

•

Request pre-clearance on the same day you want to trade. Be sure your pre-clearance request is accurate as to security and direction of trade.

•

Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade.

•

Place day orders only. Do not place good-til-canceled orders. You may place orders for an after-hours trading session using that day’s pre-clearance approval, but you must not place any order that could remain open into the next regular trading session.

You must hold a position in a Reportable Security, other than ETFs, for 30 calendar days from your most recent purchase of that security before realizing any proft.This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in-first-out basis. This rule is based upon your overall holdings, not at an account level.

You may be required to surrender any gains realized through a violation of this rule. You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies.

NOTE: All Reportable Securities that qualify for the 500-share exemption from pre-clearance are still subject to the 30 calendar day holding requirement.

Before influencing any trades in a Managed Account

9.	Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with Compliance to discuss whether the account in question can properly remain classified as a Managed Account. This applies to you and to any Household Member.

Every quarter

10.

Within 30 calendar days of the end of each calendar quarter, verify that all Reportable Transactions made during that quarter have been reported. PTCC will display all transactions of yours for which it has received notice. For any transactions not displayed (such as transactions in accounts you have approval to maintain elsewhere), you are responsible for ensuring that Compliance promptly receives copies of all account statements so that they can enter them into PTCC.

For each Reportable Transaction, you must provide, as applicable, the security name and type, the ticker symbol or CUSIP, the interest rate (coupon) and maturity date, the number of shares, the principal amount (dollar value), the nature of the trade (buy or sell), and the name of the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTCC, checking for accuracy and completeness. If you find any errors or omissions, correct or add to your list of transactions in PTCC.


What needs to be pre-cleared

Pre-clearance required • all actively initiated trades in Reportable Securities, which includes ETFs and closed-end funds (both Nuveen and non-Nuveen) Be aware that pre-clearance can be withdrawn even after it has been granted, and even after you have traded, if Nuveen later becomes aware of Nuveen-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by Compliance.		No pre-clearance required • trades that fall within the 500-share exception • shares of any open-end mutual fund (including Nuveen Funds) • securities acquired or disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions • trades made through an Automatic Investment Plan that has been disclosed to Compliance in advance • trades in a Managed Account • donations or gifting of securities


Nuveen Code of Ethics				Page 5 of 6

Every year

11.

Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and file your Annual Holdings and Accounts Report. The report must contain the information described in item #2 on page 4, and include your certification that you have reported all Reportable Accounts, and all holdings and transactions in Reportable Securities for the previous year.

For Managed Accounts, you must affirm annually through PTCC (for yourself and on behalf of any Household Member) the classification of the account as a Managed Account. No broker or investment manager involvement is required on this annual reaffirmation.

You also need to acknowledge any amendments to the Code that occur during the course of the year.

Additional rules for “Section 16 officers”

•

Pre-clear (through PTCC) any transactions in closed-end funds of which you are a Section 16 officer. Your request will be reviewed by Legal in Chicago.

•

When selling for a gain any securities you buy that are issued by the entity of which you are Section 16 officer, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in-first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 officer, no exception from pre-clearance is available.

•

Email details of all executed transactions in these securities to Legal in Chicago.

16 officer or if you have any other questions. Contact Legal in Chicago if you

Code Administration

Training

You will be required to participate in training on the Code when joining Nuveen as well as periodically during the time you are subject to the Code.

Exceptions

The Code exists to prevent violations of law. No exceptions that would violate any law will be granted.

Monitoring and enforcement

Nuveen Compliance is responsible for monitoring transactions and holdings for any violations of this Code. Any individual who violates the Code is subject to penalty. Possible penalties may include a written warning, restriction of trading privileges, disgorgement of trading profits, fines, and suspension or termination of employment. Literal compliance with the Code, such as pre-clearing a transaction, will not make a person immune from liability for conduct that violates the spirit of the Code.

Applicable rules

The Code has been adopted in recognition of Nuveen’s fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Nuveen Funds advised by Nuveen Fund Advisors, Inc., under Rule 17j-1.

Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC, and National Futures Association (NFA) requirements that apply to personnel affiliated with Nuveen Commodities Asset Management, LLC.


Nuveen Code of Ethics				Page 6 of 6

WINSLOW CAPITAL MANAGEMENT, LLC

SUPPLEMENT TO

NUVEEN INVESTMENTS’ CODE OF ETHICS

This supplement contains an additional restriction on personal securities transactions that applies to all employees of Winslow Capital Management, LLC (“WCM”).

All WCM employees and their Household Members (as defined in the Code) are prohibited from transacting in any security held in any account, portfolio or fund advised or sub-advised by WCM. This prohibition includes any options or derivatives related to such securities.

This restriction does not apply to securities held in a Managed Account (as defined in the Code), as long as the employee does not influence any trades in the Managed Account.

Any violation of this restriction is punishable as a violation of the Code.

Any exception to this restriction must be approved in advance in writing by WCM’s Chief Compliance Officer.

Effective Date: January 2013