EX-99.(a)(2)

SCHEDULE A

TO

GOLDMAN SACHS TRUST II

EX-99.(g)(36)

200 West Street | New York, New York 10282-2198

Tel: 212-902-1000

June 10, 2015

State Street-Bank and Trust-Company

Attn: Mark Mailloux

Channel Center

One Iron St

Boston, MA 02110

Re: Additional Funds to Custodian Contract

Ladies and Gentlemen:

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP Income Opportunities Fund, Goldman Sachs MLP and Energy Renaissance Fund, Cayman Commodity-FIMS, Ltd. (f/k/a the Goldman Sachs Cayman Commodity-FIMS Fund Ltd.) and Cayman Commodity-TTIF, Ltd. (f/k/a the Goldman Sachs Cayman Commodity TTIF Fund Ltd.) (collectively, the “GS Parties”) and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

We hereby advise you that Goldman Sachs Trust II has established four new series of shares to be known as Goldman Sachs Multi-Manager Global Equity Fund, Goldman Sachs Multi-Manager Real Assets Strategy Fund, Multi-Manager International Equity Fund and Multi-Manager U.S. Dynamic Equity Fund (each, a “Fund” and collectively, the “Funds”). The GS Parties hereby request that the Funds be added to the Custodian Contract and that, accordingly, you act as Custodian of each of the Funds under the terms thereof.

Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one and retaining one copy for your records.

Sincerely,

EX-99.(g)(37)

200 West Street | New York, New York 10282-2198

Tel: 212-902-1000

June 10, 2015

State Street Bank and Trust Company

Attn: Mark Mailloux

Channel Center

One Iron St

Boston, MA 02110

Re: Cayman Commodity-MMRA, Ltd.: Additional Entity to Custodian Contract

Ladies and Gentlemen:

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP Income Opportunities Fund, Goldman Sachs MLP and Energy Renaissance Fund, Cayman Commodity-FIMS, Ltd. (f/k/a the Goldman Sachs Cayman Commodity-FIMS Fund Ltd.) and Cayman Commodity-TTIF, Ltd. (f/k/a the Goldman Sachs Cayman Commodity TTIF Fund Ltd.) (collectively, the “GS Parties”) and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

This is to advise you that Cayman Commodity-MMRA, Ltd. (the “MMRA Cayman Fund”), an exempted company incorporated and existing under the laws of the Cayman Islands, has been established as a wholly-owned subsidiary of the Goldman Sachs Multi-Manager Real Assets Strategy Fund, a series of Goldman Sachs Trust II. The GS Parties and the MMRA Cayman Fund hereby request that the MMRA Cayman Fund be added to the Custodian Contract and that, accordingly, you act as Custodian of the MMRA Cayman Fund under the terms thereof. All references in the Custodian Contract to the “Trust” shall be deemed to also apply to the MMRA Cayman Fund. In addition, (i) all references in the Custodian Contract to the “Board of Trustees” or “Executive Committee” shall be construed as the directors of the MMRA Cayman Fund; (ii) “Units” shall be construed as the shares of the MMRA Cayman Fund; (iii) the MMRA Cayman Fund will be an additional “Cayman Fund” for purposes of the Custodian Contract; and (iv) the Goldman Sachs Multi-Manager Real Assets Strategy Fund will be an additional “Parent Company” for purposes of the Custodian Contact.

The Custodian Contract is hereby further amended by adding following provisions, applicable with respect to each Cayman Fund:

“Cayman Law Compliance

The Cayman Fund shall be responsible for complying with all laws, rules and regulations applicable to it in the Cayman Islands and elsewhere and any filings required to be made with respect to the Cayman Fund with regulatory authorities in the Cayman Islands or any other jurisdiction are solely the responsibility of the Cayman Fund.

Company Representations and Warranties:

The aggregate interest in any class of shares of the Cayman Fund held by “benefit plan investors” (as such term is interpreted under The Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) shall not at any time equal or exceed twenty-five per cent (25%) of the outstanding shares of such class without the prior written consent of the Custodian, and the Cayman Fund shall not, without the prior written consent of the Custodian, permit the assets of the Cayman Fund to be deemed assets of an employee benefit plan that is subject to ERISA. Upon written notice, the Custodian shall be entitled to terminate this Agreement, effective immediately, in the event that the Cayman Fund breaches this provision.

Anti-Money Laundering

The Cayman Fund represents and warrants to the Custodian that the Cayman Fund is a wholly-owned subsidiary of a series of either Goldman Sachs Trust or Goldman Sachs Trust II (a “Parent Company”), a U.S. registered investment company, and no other person or entity holds shares of the Cayman Fund (except as disclosed in writing to the Custodian). In connection with its issuance of shares to the Parent Company, the Cayman Fund has complied with all applicable money laundering laws and regulations. The Cayman Fund will provide prompt notice to the Custodian in the event that (i) the Parent Company is no longer the sole shareholder of the Cayman Fund, or (ii) Goldman Sachs Trust is no longer registered under the 1940 Act, and in either case, the Cayman Fund shall execute and deliver, and cause its investment adviser to execute and deliver, such agreements or other documentation and to take such actions applicable under such circumstances as the Custodian may reasonably require. If the Cayman Fund or investment adviser fails to comply with the provisions contained herein, this Agreement may be terminated immediately and without prior notice by the Custodian.”

Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one and retaining one copy for your records.

Sincerely,

Agreed to this 23 ^rd day of June, 2015.

EX-99.(g)(38)

September 8, 2015

State Street Bank and Trust Company

Attn: Mark Mailloux

Channel Center

One Iron St

Boston, MA 02110

Re:   Cayman Commodity-MMA, Ltd.: Additional Entity to Custodian Contract

Ladies and Gentlemen:

Reference is hereby made to the Custodian Contract dated as of July 15, 1991 by and among Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs MLP Income Opportunities Fund, Goldman Sachs MLP and Energy Renaissance Fund, Cayman Commodity-FIMS, Ltd. (f/k/a the Goldman Sachs Cayman Commodity-FIMS Fund Ltd.), Cayman Commodity-TTIF, Ltd. (f/k/a the Goldman Sachs Cayman Commodity TTIF Fund Ltd.), Cayman Commodity-MMRA, Ltd., and Cayman Commodity-GARF, Ltd. (collectively, the “GS Parties”) and State Street Bank and Trust Company (“State Street”), as amended, modified and supplemented from time to time (the “Custodian Contract”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodian Contract.

This is to advise you that Cayman Commodity-MMA, Ltd. (the “MMA Cayman Fund”), an exempted company incorporated and existing under the laws of the Cayman Islands, has been established as a wholly-owned subsidiary of the Goldman Sachs Multi-Manager Alternatives Fund, a series of Goldman Sachs Trust II. The GS Parties and the MMA Cayman Fund hereby request that the MMA Cayman Fund be added to the Custodian Contract and that, accordingly, you act as Custodian of the MMA Cayman Fund under the terms thereof. All references in the Custodian Contract to the “Trust” shall be deemed to also apply to the MMA Cayman Fund. In addition, (i) all references in the Custodian Contract to the “Board of Trustees” or “Executive Committee” shall be construed as the directors of the MMA Cayman Fund; (ii) “Units” shall be construed as the shares of the MMA Cayman Fund; (iii) the MMA Cayman Fund will be an additional “Cayman Fund” for purposes of the Custodian Contract; and (iv) the Goldman Sachs Multi-Manager Alternatives Fund will be an additional “Parent Company” for purposes of the Custodian Contact.

Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one and retaining one copy for your records.

Sincerely,

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EX-99.(h)(6)

Execution Version

AMENDMENT TO ADMINISTRATION AGREEMENT

This Amendment to the Administration Agreement dated and effective as of June 18, 2015, by and between Goldman Sachs Trust II (the “Trust”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

WHEREAS, Trust and the Bank entered into an Administration Agreement dated and effective as of as of April 30, 2013 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and

WHEREAS, the Bank and the Trust desire to amend the Agreement as more particularly set forth below;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Additional Portfolios

We hereby advise you that the Trust has established four new series of shares to be known as Goldman Sachs Multi-Manager Global Equity Fund, Goldman Sachs Multi-Manager Real Assets Strategy Fund, Multi-Manager International Equity Fund and Multi-Manager U.S. Dynamic Equity Fund (the “Portfolios”). In accordance with the terms of the Agreement, the Trust hereby requests that the Portfolios be added to the Agreement as “Portfolios.” In connection with such request, the Trust hereby confirms to the Bank, as of the date hereof, its representations and warranties set forth in the Agreement as amended by the Amendment. Schedule A to the Agreement shall be revised and replaced in its entirety with Schedule A attached hereto.

[Remainder of page intentionally left blank.]

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

ADMINISTRATION AGREEMENT

SCHEDULE A

Goldman Sachs Trust II

Goldman Sachs Multi-Manager Alternatives Fund

Goldman Sachs Non-Core Fixed Income Fund

Goldman Sachs Multi-Manager Global Equity Fund

Goldman Sachs Multi-Manager Real Assets Strategy Fund

Multi-Manager International Equity Fund

Multi-Manager U.S. Dynamic Equity Fund

EX-99.(h)(7)

Execution Version

AMENDMENT TO ADMINISTRATION AGREEMENT

This Amendment to the Administration Agreement dated and effective as of June 18, 2015, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMRA, Ltd. (the “Cayman Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

WHEREAS, the Trust and the Bank entered into an Administration Agreement dated and effective as of as of April 30, 2013 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and

WHEREAS, the Bank, the Trust and the Cayman Fund desire to amend the Agreement as more particularly set forth below;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Additional Trust

We hereby advise you that the Cayman Fund, an exempted company incorporated and existing under the laws of the Cayman Islands, has been established as a wholly-owned subsidiary of the Goldman Sachs Multi-Manager Real Assets Strategy Fund, a series of the Trust (the “Parent Fund”). In accordance with the terms of the Agreement, the Trust and the Cayman Fund hereby request that the Cayman Fund be added to the Agreement as a “Trust.” In connection with such request, the Trust and the Cayman Fund hereby confirm to the Bank, as of the date hereof, their representations and warranties set forth in the Agreement as amended by the Amendment. All references in the Agreement to a “Trust” shall be deemed to apply to the Trust and the Cayman Fund. Schedule A to the Agreement shall be revised and replaced in its entirety with Schedule A attached hereto.

The Agreement is amended by inserting the following new Section 4A.:

4A.      Representations, Warranties and Covenants – Cayman Fund

The Cayman Fund hereby represents, warrants and covenants to the Bank as follows:

a) The Cayman Fund is an exempted limited liability company, and is duly organized, existing and in good standing under the laws of the Cayman Islands.

b) The sole shareholder of the Cayman Fund is the Parent Fund. The Cayman Fund will provide prompt notice to the Bank in the event that (i) its Parent Fund is no longer its sole shareholder, or (ii) its Parent Fund, or the trust of which it is a series, is no longer registered under the 1940 Act, and in either case, the Cayman Fund shall execute and deliver, and cause its investment adviser to execute and deliver, such agreements or other documentation applicable under such circumstances as the Bank may reasonably require. If the Cayman Fund or its investment adviser fails to comply with this clause, the Agreement may be terminated with respect to the Cayman Fund immediately and without prior notice by the Bank.

c) Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Cayman Fund or any law or regulation applicable to it. Further, the Cayman Fund hereby acknowledges and agrees that it shall promptly notify the Bank of any statute, regulation, rule, or other regulatory requirement or policy governing the Cayman Fund, and any change thereto, which may affect the Bank’s responsibilities under this Agreement.

d) In connection with its issuance of shares to its Parent Fund, the Cayman Fund has complied with all applicable money laundering laws and regulations.

e) With respect to the Cayman Fund’s use of leverage, the Cayman Fund shall comply with the investment limitations and other relevant provisions of the 1940 Act as though the Cayman Fund was registered as an investment company thereunder.

f) The Cayman Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The Cayman Fund assumes full responsibility for making any filings required to be made with respect to the Cayman Fund with regulatory authorities in the Cayman Islands or any other jurisdiction.

The Agreement is amended by inserting the following immediately prior to the second to last paragraph in Section 5:

Services – Cayman Fund

Solely with respect to the Cayman Fund, the Bank shall provide only the following services, in each case, subject to the control, supervision and direction of the Cayman Fund in accordance with procedures which may be established from time to time between the Cayman Fund and the Bank:

“The Bank will perform daily testing for compliance with investment guidelines provided by the Cayman Fund’s investment adviser and asset segregation testing,”

The Agreement is amended by inserting the following immediately after the second paragraph of Section 10:

The Cayman Fund is a subsidiary of an entity registered with the SEC under the 1940 Act. The Bank agrees to perform its obligations hereunder as if the Cayman Fund itself were so registered, and shall create and maintain in accordance with the 1940 Act and other applicable law any and all records relating to the services to be performed hereunder that it would be required to create and maintain under Section 31(a) of the 1940 Act or Rule 31a-1 or otherwise under the 1940 Act if the Cayman Fund was so registered; provided however that the Bank shall otherwise keep such records in the form and manner it deems advisable. Such records may be inspected by the Cayman Fund or its agents during regular business hours upon reasonable prior notice. The Bank may, at its option at any time, and shall forthwith upon the Cayman Fund’s demand, turn over to the Cayman Fund and cease to retain in the Bank’s files, records and documents created and maintained by the Bank in performance of its service or for its protection, except to the extent that the Bank is required to retain such records in accordance with laws, rules or regulations applicable to it as an administrator. At the end of the applicable retention period, such documents shall, at the Cayman Fund’s option, either be turned over to the Cayman Fund or destroyed in accordance with the Cayman Fund’s authorization.

[Remainder of page intentionally left blank.]

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

ADMINISTRATION AGREEMENT

SCHEDULE A

Goldman Sachs Trust II

Goldman Sachs Multi-Manager Alternatives Fund

Goldman Sachs Non-Core Fixed Income Fund

Goldman Sachs Multi-Manager Global Equity Fund

Goldman Sachs Multi-Manager Real Assets Strategy Fund

Multi-Manager International Equity Fund

Multi-Manager U.S. Dynamic Equity Fund

Cayman Commodity-MMRA, Ltd.

EX-99.(h)(8)

AMENDMENT TO ADMINISTRATION AGREEMENT

This Amendment to the Administration Agreement dated and effective as of September 8, 2015, by and between Goldman Sachs Trust II (the “Trust”), Cayman Commodity-MMRA, Ltd., and Cayman Commodity-MMA, Ltd., (the “MMA Cayman Fund”) (collectively, the “GS Parties”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

WHEREAS, the Trust and the Bank entered into an Administration Agreement dated and effective as of as of April 30, 2013 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and

WHEREAS, the Bank and the GS Parties desire to amend the Agreement as more particularly set forth below;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Additional Trust

We hereby advise you that the MMA Cayman Fund, an exempted company incorporated and existing under the laws of the Cayman Islands, has been established as a wholly-owned subsidiary of the Goldman Sachs Multi-Manager Alternatives Fund, a series of the Trust (the “Parent Fund”). In accordance with the terms of the Agreement, the GS Parties hereby request that the MMA Cayman Fund be added to the Agreement as a “Trust.” In connection with such request, the GS Parties hereby confirm to the Bank, as of the date hereof, their representations and warranties set forth in the Agreement as amended by the Amendment. All references in the Agreement to a “Trust” shall be deemed to apply to the GS Parties. Schedule A to the Agreement shall be revised and replaced in its entirety with Schedule A attached hereto.

The Agreement is amended by inserting the following new Section 4A.:

The MMA Cayman Fund hereby represents, warrants and covenants to the Bank as follows:

a)         The MMA Cayman Fund is an exempted limited liability company, and is duly organized, existing and in good standing under the laws of the Cayman Islands.

b)         The sole shareholder of the MMA Cayman Fund is the Parent Fund. The MMA Cayman Fund will provide prompt notice to the Bank in the event that (i) its Parent Fund is no longer its sole shareholder, or (ii) its Parent Fund, or the trust of which it is a series, is no longer registered under the 1940 Act, and in either case, the MMA Cayman Fund shall execute and deliver, and cause its investment adviser to execute and deliver, such agreements or other documentation applicable under such circumstances as the Bank may reasonably require. If the MMA Cayman Fund or its investment adviser fails to comply with this clause, the Agreement may be terminated with respect to the MMA Cayman Fund immediately and without prior notice by the Bank.

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c)         Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the MMA Cayman Fund or any law or regulation applicable to it. Further, the MMA Cayman Fund hereby acknowledges and agrees that it shall promptly notify the Bank of any statute, regulation, rule, or other regulatory requirement or policy governing the MMA Cayman Fund, and any change thereto, which may affect the Bank’s responsibilities under this Agreement.

d)         In connection with its issuance of shares to its Parent Fund, the MMA Cayman Fund has complied with all applicable money laundering laws and regulations.

e)         With respect to the MMA Cayman Fund’s use of leverage, the MMA Cayman Fund shall comply with the investment limitations and other relevant provisions of the 1940 Act as though the MMA Cayman Fund was registered as an investment company thereunder.

f)         The MMA Cayman Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The MMA Cayman Fund assumes full responsibility for making any filings required to be made with respect to the MMA Cayman Fund with regulatory authorities in the Cayman Islands or any other jurisdiction.

The Agreement is amended by inserting the following immediately prior to the second to last paragraph in Section 5:

Services – MMA Cayman Fund

Solely with respect to the MMA Cayman Fund, the Bank shall provide only the following services, in each case, subject to the control, supervision and direction of the MMA Cayman Fund in accordance with procedures which may be established from time to time between the MMA Cayman Fund and the Bank:

“The Bank will perform daily testing for compliance with investment guidelines provided by the MMA Cayman Fund’s investment adviser and asset segregation testing.”

The Agreement is amended by inserting the following immediately after the second paragraph of Section 10:

The MMA Cayman Fund is a subsidiary of an entity registered with the SEC under the 1940 Act. The Bank agrees to perform its obligations hereunder as if the MMA Cayman Fund itself were so registered, and shall create and maintain in accordance with the 1940 Act and other applicable law any and all records relating to the services to be performed hereunder that it would be required to create and maintain under Section 31(a) of the 1940 Act or Rule 31a-1 or otherwise under the 1940 Act if the MMA Cayman Fund was so registered; provided however that the Bank shall otherwise keep such records in the form and manner it deems advisable. Such records may be inspected by the MMA Cayman Fund or its agents during regular business hours upon reasonable prior notice. The Bank may, at its option at any time, and shall forthwith upon the MMA Cayman Fund’s demand, turn over to the MMA Cayman Fund and cease to retain in the Bank’s files, records and documents created and maintained by the Bank in performance of its service or for its protection, except to the extent that the Bank is required to retain such records in accordance with laws, rules or regulations applicable to it as an administrator. At the end of the applicable retention period, such documents shall, at the MMA Cayman Fund’s option, either be turned over to the MMA Cayman Fund or destroyed in accordance with the MMA Cayman Fund’s authorization.

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

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ADMINISTRATION AGREEMENT

SCHEDULE A

Goldman Sachs Trust II

Goldman Sachs Multi-Manager Alternatives Fund

Goldman Sachs Non-Core Fixed Income Fund

Goldman Sachs Multi-Manager Global Equity Fund

Goldman Sachs Multi-Manager Real Assets Strategy Fund

Multi-Manager International Equity Fund

Multi-Manager U.S. Dynamic Equity Fund

Cayman Commodity-MMRA, Ltd.

Cayman Commodity-MMA, Ltd.

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EX-99.(h)(9)

September 2, 2015

Goldman Sachs Trust II

200 West Street

New York, New York 10282

Dear Sir or Madam:

Reference is made to the Management Agreement by and among Goldman Sachs Asset Management, L.P. (“ GSAM ”), Goldman Sachs Asset Management International and Goldman Sachs Trust II, a statutory trust organized under the laws of Delaware (the “ Trust ”), dated April 16, 2013 (as further amended, restated or otherwise modified from time to time, the “ Management Agreement ”).

Pursuant to the Management Agreement, the Trust pays, for and on behalf of the Goldman Sachs Multi-Manager Alternatives Fund, a series thereof (the “ Fund ”), an investment management fee to GSAM as specified in such agreement (the “ Fund Management Fee ”).

The Trust, for and on behalf of the Fund, intends to invest in Cayman Commodity-MMA, Ltd., a Cayman Islands exempted company (the “ Subsidiary ”) in respect of which GSAM (i) provides management services and (ii) receives a management fee (the “ Subsidiary Management Fee ”) pursuant to a management agreement by and between the Subsidiary and GSAM dated [ ] (as amended, restated or otherwise modified from time to time, the “ Subsidiary Agreement ”).

In consideration of the Subsidiary Management Fee paid by the Subsidiary in which the Trust invests for and on behalf of the Fund, and for as long as the Subsidiary Agreement remains in effect, GSAM agrees to waive irrevocably all or any portion of the Fund Management Fee that would otherwise be paid by the Trust for and on behalf of the Fund to GSAM in any period in an amount equal to the amount of the Subsidiary Management Fee, if any, actually paid by the Subsidiary to GSAM under the Subsidiary Agreement during such period.

This letter modifies the terms of the Management Agreement and to the extent of any conflict between the terms of this letter agreement and the terms of such agreement, the terms of this letter agreement will prevail. This letter agreement and the rights and obligations of the parties hereunder will be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of New York without regard to the choice of law or conflicts of law principles thereof that would result in the application of the law of any other jurisdiction.

Please confirm your understanding of and agreement with the subject matter herein by returning an originally executed copy of this letter agreement to the address first written above.

EX-99.(h)(10)

Cayman Commodity-MMA, Ltd.

Appointment of Agent for Service of Process

A. Cayman Commodity-MMA, Ltd. (“Company”) is an exempted company incorporated under the laws of the Cayman Islands with limited liability and has its registered office at the offices of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

B. The Company designates and appoints CT Corporation System (“Agent”) located at 111 Eighth Avenue, New York, NY 10011 as the agent of the Company upon whom may be served any process, pleadings, subpoenas, or other papers in:

(1) any investigation or administrative proceeding conducted by the Securities and Exchange Commission (“SEC”); and

(2) any civil suit or action brought against the Company or to which the Company has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the securities of the Company, or any purchases or sales of any security in connection therewith. The Company stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon, such agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

C. The Company stipulates and agrees to appoint a successor agent for service of process and execute an amended “Appointment of Agent for Service of Process” if the Company discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Company at any time until six years have elapsed from the date of the last sale of the securities of the Company.

D. The Company further undertakes to advise the SEC promptly of any change to the Agent’s name or address during the applicable period described in paragraph C.

E. The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, all books and records with respect to the Company.

Cayman Commodity-MMA, Ltd. certifies that it has duly caused this power of attorney, consent, stipulation and agreement, governed by the laws of the State of New York, to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of New York, State of New York, United States of America, this 11 day of September, 2015.

EX-99.(h)(11)

October 29, 2015

Goldman Sachs Trust II

200 West Street

New York, New York 10282

Dear Sir or Madam:

Reference is made to the Management Agreement by and among Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Goldman Sachs Trust II, a statutory trust organized under the laws of Delaware (the “ Trust ”), dated April 16, 2013 (as further amended, restated or otherwise modified from time to time, the “ Management Agreement ”).

Pursuant to the Management Agreement, the Trust pays, for and on behalf of the Goldman Sachs Multi-Manager Real Assets Fund, a series thereof (the “ Fund ”), an investment management fee to Goldman Sachs Asset Management, L.P. (“ GSAM ”) as specified in such agreement (the “ Fund Management Fee ”).

The Trust, for and on behalf of the Fund, intends to invest in Cayman Commodity-MMRA, Ltd., a Cayman Islands exempted company (the “ Subsidiary ”) in respect of which GSAM (i) provides management services and (ii) receives a management fee (the “ Subsidiary Management Fee ”) pursuant to a management agreement by and between the Subsidiary and GSAM dated April 30, 2015 (as amended, restated or otherwise modified from time to time, the “ Subsidiary Agreement ”).

In consideration of the Subsidiary Management Fee paid by the Subsidiary in which the Trust invests for and on behalf of the Fund, and for as long as the Subsidiary Agreement remains in effect, GSAM agrees to waive irrevocably all or any portion of the Fund Management Fee that would otherwise be paid by the Trust for and on behalf of the Fund to GSAM in any period in an amount equal to the amount of the Subsidiary Management Fee, if any, actually paid by the Subsidiary to GSAM under the Subsidiary Agreement during such period.

This letter modifies the terms of the Management Agreement and to the extent of any conflict between the terms of this letter agreement and the terms of such agreement, the terms of this letter agreement will prevail. This letter agreement and the rights and obligations of the parties hereunder will be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of New York without regard to the choice of law or conflicts of law principles thereof that would result in the application of the law of any other jurisdiction.

Please confirm your understanding of and agreement with the subject matter herein by returning an originally executed copy of this letter agreement to the address first written above.

EX-99.(h)(12)

Cayman Commodity-MMRA, Ltd.

Form of Appointment of Agent for Service of Process

A.     Cayman Commodity-MMRA, Ltd. (“Company”) is an exempted company incorporated under the laws of the Cayman Islands with limited liability and has its registered office at the offices of Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

B.     The Company designates and appoints CT Corporation System (“Agent”) located at 111 Eighth Avenue, New York, NY 10011 as the agent of the Company upon whom may be served any process, pleadings, subpoenas, or other papers in:

1) any investigation or administrative proceeding conducted by the Securities and Exchange Commission (“SEC”); and

2) any civil suit or action brought against the Company or to which the Company has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the securities of the Company, or any purchases or sales of any security in connection therewith. The Company stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon, such agent for service of process, and that service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

C.     The Company stipulates and agrees to appoint a successor agent for service of process and execute, an amended “Appointment of Agent for Service of Process” if the Company discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Company at any time until six years have elapsed from the date of the last sale of the securities of the Company.

D.     The Company further undertakes to advise the SEC promptly of any change to the Agent’s name or address during the applicable period described in paragraph C.

E.     The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, all books and records with respect to the Company.

Cayman Commodity-MMRA, Ltd. certifies that it has duly caused this power of attorney, consent, stipulation and agreement, governed by the laws of the State of New York, to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of New York, State of New York, United States of America, this 11 day of September, 2015.

EX-99.(P)(31)

CODE OF ETHICS--GIFTS, ENTERTAINMENT,

POLITICAL CONTRIBUTIONS AND OUTSIDE ACTIVITIES POLICY

The following Gifts, Entertainment and Political Contributions Policy and its corresponding procedures have been jointly adopted by New Mountain and New Mountain BDC. New Mountain attempts to minimize any activity that might give rise to a question as to whether the Firm’s objectivity as a fiduciary has been compromised. One possible area of fiduciary concern relates to the acceptance of gifts or entertainment from third parties with which New Mountain or its clients, including New Mountain BDC, do business.

As a general rule, no Access Person may solicit, give or receive any gift that could influence decision-making or make a person beholden, in any away, to another person or company that seeks to do or is currently doing business with the Firm. In addition, depending upon an Access Person’s individual responsibilities, specific regulatory requirements may dictate the types and extent of gifts and entertainment Access Persons may give or receive.

The Firm is committed to competing solely on the merit of its products and services. New Mountain Access Persons should avoid any actions that create a perception that favorable treatment of outside entities by the Firm was sought, received, or given in exchange for personal business courtesies.

Any Access Person who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon the Firm. In addition, an Access Person may never use personal funds or resources to do something that cannot be done with Firm resources. No Access Person may provide or offer to provide any gifts to vendors or third parties (including investment banks, underwriters or lending entities) with whom or with which the Firm or its affiliates conducts, or is considering conducting, business without the consent of the CCO (or a Compliance Representative). A gift may include any services or merchandise of any kind or discounts on merchandise or services and other transfers of cash or items of value.

Although customs and practices might differ among the many marketplaces in which the Firm conducts its business, Firm policies regarding business courtesies are substantially similar within the U.S. and elsewhere throughout the world. As a matter of respect for the rich and diverse business customs practiced in the international markets in which the Firm does business, the Firm recognizes that permissible business conduct might differ somewhat based on local ethical business practices. Nonetheless, the actions of all Firm personnel, even internationally, must always be consistent with Firm policies and procedures.

Specific requirements and restrictions apply regarding the offering of business courtesies to government officials or employees (both foreign and domestic, including, with respect to foreign government officials, the Foreign Corrupt Practices Act). For example, on September 14, 2007, President

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Bush signed into law the Honest Leadership and Open Government Act of 2007. This law, which went into effect on January 1, 2008, made substantial changes to the prohibitions and limitations on gifts to members of Congress and their staff, and other federal employees. This law is complex, extremely restrictive and provides for harsh penalties (i.e., up to five (5) years imprisonment and up to $200,000 in fines). Laws, rules and regulations concerning appropriate meals, gifts and entertainment to government officials and employees can also vary depending on government branch, state, or other jurisdiction.

It is against Firm policy to offer or give a business courtesy to government officials or employees (or any other individual) unless the regulations applicable to that individual permit acceptance of the business courtesy. Accordingly, Access Persons are prohibited from offering or giving any gift or business courtesy whatsoever to government officials or employees in any state in which New Mountain has an existing public pension fund Investor.

In states where New Mountain does not have an existing public pension fund Investor, Access Persons may not provide or offer to provide any gift or business courtesy whatsoever to government officials or employees without first consulting with and securing the approval of the CCO. Further, all gifts and/or entertainment to existing Investors that are State or Local pension plans are prohibited.

If you are unsure of applicable laws, rules and regulations with respect to providing business courtesies in any circumstance, you should consult with the CCO.

No Access Person should obtain any material personal benefits or favors because of his or her position with the Firm. Each Access Person’s decisions on behalf of the Firm must be free from undue influence. No Access Person shall ask for, or accept, any gifts from vendors or third parties with whom or which the Firm or its affiliates conducts, or is considering conducting, business, without the consent of the CCO. A gift may include any services or merchandise of any kind or discounts on merchandise or services and other transfers of cash or items of value. This policy does not prohibit the receipt of occasional or nominal non-cash gift items (without the consent of the CCO), such as holiday gifts, so long as the amount received by an Access Person from any one individual or entity over a calendar year does not exceed $500.

The foregoing is not intended to prohibit the acceptance or provision of normal amenities and entertainment that facilitate the handling of the Firm’s business, such as business luncheons, dinners or other non-extravagant activities. Thus, normal and customary entertainment (i.e., business meals and entertainment where the person providing the entertainment is present) is acceptable. No Access Person may provide or accept extravagant or excessive entertainment to or from an Advisory Client or any person or entity that does or seeks to do business with or on behalf of the Firm. Any event that an Access Person wishes to attend and which the Access Person reasonably expects to exceed $1,000 in value must be approved in advance by the CCO (or a Compliance Representative).

In the event that an Access Person wishes to receive a gift or attend a meal or event which that Access Person reasonably expects to exceed the limits described above, the Access Person shall complete a Gift & Entertainment Request on the PTCC system. The CCO utilizes the PTCC system (and other supporting documentation where necessary) to maintain a log of all requests and the determinations made with respect thereto.

If an Access Person has any questions with regard to whether certain entertainment is permissible pursuant to this policy, such Access Person should contact the CCO.

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Anti-bribery and anti-corruption statues in the U.S. and the U.K. are broadly written, so Access Persons should consult with the CCO if there is even an appearance of impropriety associated with the giving or receipt of anything of value. New Mountain maintains a separate Anti-Corruption Manual under separate cover.

New Mountain encourages its Access Persons to be actively involved in the civic affairs of the communities in which they live. When speaking on public issues, however, Access Persons should do so only as individual citizens of the community and must be careful not to create the impression that they are acting for, or representing the views of New Mountain.

The SEC, along with certain states, municipalities, and public pension plans, have adopted regulations limiting or completely disqualifying a firm from providing services to, or accepting placements from, a government entity if certain political contributions ¹² are made or solicited ¹³ by the Firm, certain of its Employees, or, in some instances, an Employee’s spouse, domestic/civil union partner or immediate family members residing in the same home. ¹⁴ Under these so-called “pay to play” regulations, a single prohibited political contribution to a candidate or officeholder, political party, political action committee (i.e., PAC) or other political organization at practically every level of government (including local, state and federal ¹⁵ ) may preclude the Firm from providing services to, or accepting placements from, the applicable government entity and may compel the Firm to reimburse compensation received by the Firm in connection with such services or placements.

Every Access Person, and his/her Family Members, are to refrain from making or soliciting any contributions in any amount to any federal, state, county or local political campaign, candidate or officeholder, political party committee, PAC or other political organization of any nature, without the prior written approval of the CCO.

Every Access Person of the Firm, his/her spouse, civil union partner, and/or immediate family member residing with such Access Person is to refrain from making or soliciting any contributions in any amount to any federal, state, county, or local political campaign, candidate or officeholder, or organization of any nature, without the prior written approval of the CCO (or Compliance Representative). Access Persons must complete this pre-approval request on their own behalf (or where applicable, on behalf of his/her spouse, civil union partner, and/or resident family members) in the event that they wish to make or solicit any such contributions, and must also provide any follow-up information and/or documentation requested by the CCO (or Compliance Representative) in connection with such

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request, including any associated invitations, solicitations, correspondence, e-mails, or other documents received or sent by or on behalf of the Access Person (or such related persons referenced above). Any supporting documentation must be provided to the CCO (or Compliance Representative) via separate email upon request.

Any Access Person (or Family Members) wishing to make or solicit any such contributions must submit an electronic Political Contribution Request to the CCO using the PTCC system. Such submission shall include all pertinent information related to the proposed contribution, including, but not limited to, the amount of the contribution, the name of the intended recipient, the nature of the recipient candidacy, whether the proposed recipient holds an existing political office (whether local, state or federal), and whether the Access Person is legally entitled to vote for the proposed recipient.

Because of the serious nature of the sanctions applicable to a pay to play violation, requests to make contributions to candidates seeking election to state and local offices generally will not be approved. In select instances, the CCO may grant an exception to this policy. Those instances may include situations where the Access Person is legally entitled to vote for the candidate, in which case the request may be approved up to $250, or where it is clear that a proposed contribution to a state or local official is not only lawful, but clear of potential conflicts. In all instances, such exceptions will be logged, documented and preserved pursuant to applicable recordkeeping requirements.

The Firm expects that every Access Person will explain the importance of compliance with this policy to his/her Family Members, and ensure their clear understanding of the obligation to follow these requirements. Moreover, the applicable laws in this area are complex and a trap for the unwary -- no Access Person should attempt to decide for him or herself whether a contribution is prohibited or permissible. Access Persons are responsible for complying with and tracking their own political contribution limits.

Indirect Violations

The pay to play laws also prohibit actions taken indirectly that the Firm or its Access Persons could not take directly without violating the law. For example, it is improper and unlawful to provide funds to a third party (such as a consultant or attorney) with the understanding that the third party will use such funds to make an otherwise prohibited contribution. Such indirect violations may trigger disqualification of the Firm and result in other sanctions, including possible criminal penalties. If any Access Person learns of facts and circumstances suggesting a possible indirect violation, that Access Person must report such facts and circumstances to the CCO immediately.

Periodic Disclosure

In order to ensure compliance with this policy, the CCO may also require that new Access Persons, prior to or upon commencement of employment, report to the CCO any political contributions made in the prior two (2) years in order to verify compliance with applicable pay to play laws or regulations.

CCO Supervision and Reporting

All requests to make political contributions and a record of all the determinations made by the CCO in connection therewith are maintained in the PTCC system.

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In the wake of recent scandals involving alleged and actual misconduct by placement agents and others soliciting government clients, the state of California and New York City have recently enacted legislation that requires individuals and entities who communicate with public pension officials, their staffs, and certain other government officials on behalf of an investment manager to register as “lobbyists.” In some instances, this requirement applies to internal Access Persons, as well as outside third-parties engaged by the Firm.

Registration as a lobbyist requires the Firm and the affected Access Persons to complete lobbyist registration forms, submit periodic disclosures to the government, and become subject to other regulations, including limitations on contingent compensation. Violations of these laws expose the Firm and the affected Access Person to potential civil, administrative, and criminal fines and penalties, and may result in disciplinary action against the Access Person up to and including termination of employment. Thus, it is imperative that the Firm be informed of its Access Persons and their Family Members’ past and present communications to and with elected officials and public pension systems.

“Communication” is defined broadly in the new laws and may include activities such as the following

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Any Access Person or Family Member who wishes to engage in communication (as described above) with a government official in California or New York City must seek, in writing, pre-authorization from the CCO. Such communication may proceed only upon written confirmation from the CCO.

If a determination is made that an Access Person or Family Member must be registered as a lobbyist in a particular jurisdiction, that Access Person or Family Member may thereafter engage in communications with government officials so long as the Access Person or Family Member is a registered lobbyist in good standing in that jurisdiction. The Access Person or Family Member must also comply with all government regulations and additional Firm requirements that apply to a registered lobbyist. Information regarding such regulations and requirements will be provided by the CCO to the affected Access Person or Family Member as needed.

Any Access Person or Family Member who has engaged in communications with a government official in California or New York City that was not pre-authorized in writing pursuant to this Policy must immediately contact the CCO.

Access Persons and Senior Advisors are often asked to serve as directors, trustees or officers of outside organizations. These organizations may include public or private corporations, limited and general partnerships, endowments, and foundations. Service with organizations outside of the Firm may, however, raise regulatory concerns, including creating potential conflicts of interest and providing access to material nonpublic information. As a result, Access Persons and Senior Advisors may not accept such requests or nominations without prior approval of the CCO, unless such request was made by New Mountain or New Mountain BDC. Prior CCO approval is also not required in cases in which Access Persons and Senior Advisers serve with charitable foundations, non-profit organizations or civic/trade associations, except where the service involves the provision of or input on investment advice (such as sitting on the investment or audit committee of a non-profit organization). ¹⁷ Compliance approval is facilitated by recording an Outside Affiliation on the PTCC system and completing an Outside Activity Approval Form including information pertaining to the Access Persons proposed duties in connection with the outside activity, amount of time dedicated to the outside activity, and any economic benefits received by the Access Person.

In certain instances, the Firm may determine that it is in the best interest of its Advisory Clients for an Access Person or Senior Advisor to serve as an officer or director of an outside organization, including a portfolio company. For example, a portfolio company held by an Advisory Client may be undergoing a reorganization that may affect the value of the company’s outstanding securities and the future direction of the company. By appointing an officer or director to the board of that portfolio company and taking a more active management role, the Firm may be in a better position to satisfy its fiduciary obligations to its Advisory Clients.

As an outside board member or officer, it is critical that Employees coordinate their service with the CCO to ensure appropriate protection of and conduct with respect to any confidential information. If Access Persons and Senior Advisors are members of the board of directors of any company, including a

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portfolio company, specific trading restrictions may apply to both the Firm and its Access Persons. Additionally, in cases where New Mountain may have a business relationship with the outside organization or may seek a business relationship in the future, the Access Person or Senior Advisor must be appropriately screened from involvement in any decision by New Mountain to enter into or to continue the business relationship with that organization.

Access Persons and Senior Advisors are prohibited from engaging in the outside activities described above without the prior written approval of the CCO in consultation with Senior Management. Approval will be granted on a case-by-case basis, subject to proper consideration and resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues (actual or apparent) can be satisfactorily resolved. All outside activity requests and a record of all the determinations made by the CCO in connection therewith are maintained in the PTCC system.

Each Access Person must annually execute an electronic acknowledgement on the PTCC system with respect to the IA Compliance Manual, including the Code and this Gifts, Entertainment, Political Contributions and Outside Activities Policy.

The CCO (or a Compliance Representative) will monitor and review pertinent documentation to review and verify compliance with this Policy. The results of this review may be reported to New Mountain’s Senior Management and to the board of directors of New Mountain BDC in connection with the CCO’s periodic reports described elsewhere in this Code.

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CODE OF ETHICS: GENERAL ¹

This Code of Ethics (the “Code” ) has been jointly adopted by New Mountain Capital, L.L.C. and its advisory affiliates set forth below that perform investment advisory services (collectively referred to as “New Mountain” or the “ Firm ”) and New Mountain Finance Corporation (referred to herein as “New Mountain BDC” ) in order to establish applicable policies, guidelines, and procedures that promote ethical practices and conduct by all New Mountain and New Mountain BDC employees, officers, directors and other persons, and that prevent violations of the Investment Advisers Act of 1940, as amended (the “Advisers Act” ), and the Investment Company Act of 1940, as amended (the “Company Act” ), where applicable. This Code has been adopted by New Mountain and New Mountain BDC in accordance with Rule 206(4)-7 of the Advisers Act and Rule 17j-1 of the Company Act, respectively. All recipients of the Code must read it carefully and should retain a copy for future reference. Additionally, as set forth below, recipients must certify at least annually (or upon request by New Mountain) that he or she has read, understands, is subject to and has complied with the complete Investment Adviser Regulatory Compliance Manual (the “IA Compliance Manual” ), including the Code.

The Code consists of several policies primarily designed to address potential conflicts of interest, including:

New Mountain and New Mountain BDC require that all employees, officers and directors (and any Senior Advisor classified as an “access person” for purposes of Advisers Act Rule 204A-1 and Company Act Rule 17j-1) of New Mountain and New Mountain BDC observe the applicable standards of care set forth in these policies and not seek to evade the provisions of the Code in any way, including through indirect acts by family members or other associates.

About New Mountain

New Mountain’s investment advisors include (i) ; (i) New Mountain Capital I, L.L.C., which advises New Mountain’s first private equity fund, New Mountain Partners, L.P.; and (ii) New Mountain Capital, L.L.C., which advises the following private equity funds: New Mountain Partners II, L.P., New Mountain Partners III, L.P. and New Mountain Partners IV, L.P. (collectively, the “Private Equity

¹ Except where otherwise stated, all references to required CCO approval shall be interpreted as approval by the CCO or a Compliance Representative.

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Funds” ), (iii) New Mountain Vantage Advisers, L.L.C., which advises a public equity fund and its parallel investment vehicles (collectively, the “Vantage Funds” ), (iv) New Mountain Finance Advisers BDC, L.L.C., which advises New Mountain BDC; and (ii) New Mountain Finance Corporation ( “NMFC Adviser” ), which advises NMFC Senior Loan Program I, L.L.C. ( “NMFC SLP I” ) (together with the New Mountain BDC, the “Credit Funds”), New Mountain sources investment opportunities, conducts industry research, performs diligence on potential investments, structures investments and monitors portfolio companies on an ongoing basis on behalf of all of its managed funds and accounts (each referred to throughout the Code and IA Compliance Manual as a “Fund,” “Client” or “Advisory Client” ). New Mountain seeks to diversify the portfolios of its Advisory Clients by company type, asset type, transaction size, industry and geography. New Mountain’s disciplined and consistent approach to origination, portfolio construction and risk management is designed to allow it to achieve compelling risk-adjusted returns for its Advisory Clients.

About New Mountain BDC

New Mountain BDC is an Advisory Client of New Mountain Finance Advisers BDC, L.L.C., which operates as a direct lender that has elected to be regulated as a business development company under the Company Act. New Mountain BDC targets private debt transactions, generally ranging in size from $10 to $50 million, to borrowers principally located in North America. New Mountain BDC’s private debt transactions are generally structured to combine elements of both equity and fixed-income investments and may take the form of secured loans to corporate and asset-based borrowers, and may utilize structures such as sale leaseback transactions, direct asset purchases or other hybrid structures that we believe replicate the economics and risk profile of secured loans. New Mountain BDC may also selectively make subordinated debt and equity investments in borrowers to which it has extended secured debt financing.

As a fundamental mandate, New Mountain demands the highest standards of ethical conduct and care from all of its employees, officers, and directors (together, “Employees” ), as well as from those Senior Advisors who have been designated as “access persons” by New Mountain pursuant to Rule 204A- 1 of the Advisers Act (collectively with Employees, “Access Persons”).

All Access Persons must abide by this basic business standard and must not take inappropriate advantage of their position with the Firm. Each Access Person is under a duty to exercise his or her authority and responsibility for the primary benefit of our Advisory Clients and the Firm and may not have outside interests that inappropriately conflict with the interests of the Firm or of the Firm’s Advisory Clients. Each Access Person must avoid circumstances or conduct that adversely affect, or that appear to adversely affect, New Mountain or New Mountain’s Advisory Clients. Every Access Person must comply with applicable federal, state and local securities laws and must report violations of the Code to New Mountain’s Chief Compliance Officer, (the “ CCO ”). ² New Mountain will provide every Access Person and each non-Employee director of New Mountain BDC with a copy of the Code. Access Persons should maintain a copy of the Code in their personal files for reference purposes. The Code and any amendments are available at all times from the CCO and on the compliance section of the G: drive on New Mountain’s internal systems.

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The capitalized terms below have the given definitions for purposes of the Code and the IA Compliance Manual:

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All New Mountain Access Persons must disclose to the Firm any interest they may have in an entity that is not affiliated with New Mountain and that has a known business relationship with the Firm. All New Mountain BDC Directors must disclose to New Mountain BDC any interests they may have in any entity that is not affiliated with New Mountain BDC and that has a known business relationship with New Mountain BDC. Disclosure in this area must be timely so that New Mountain may consider the matter and take appropriate action to mitigate or address potential conflicts of interest. New Mountain and New Mountain BDC recognize, however, that they have business relationships with many companies and that certain interests and activities such as owning a relatively small interest in publicly traded securities of such organizations, serving as a trustee of a family trust, participating in a non-profit organization (provided such service does not involve the provision of investment advice on behalf of such organization), do not necessarily give rise to a conflict of interest.

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Conflict of interest is an area of great concern to New Mountain based on the receipt of material nonpublic information obtained by Access Persons in connection with potential transactions, a growing Investor base and New Mountain’s strategic relationships especially with respect to new Associates, Senior Advisors and Expert Networks. In an effort to understand all the relationships that New

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Mountain’s Access People have which may lead to a potential conflict of interest between New Mountain and the Funds advised by New Mountain, Access Persons will be required to complete a Conflicts of Interest Questionnaire upon hire and on an annual basis thereafter. The questionnaire is designed to identify whether New Mountain’s Access Persons or their Family ⁷ have potential conflicts with Financial Services Companies, Service Providers, Investors, non-New Mountain Board of Director positions, prior employers/prior employment activities and Family affiliations with public companies. The questions and subsequent responses will assist New Mountain in identifying, compiling and addressing potential conflicts of interest, the results of which will be maintained by the Compliance staff in a NMC Conflicts of Interest Matrix.

Unless New Mountain has distributed and received an acknowledgement with respect to a revised version of the Code and IA Compliance Manual, each Access Person must certify in writing at least annually (upon request by New Mountain) that he or she has read, understands, is subject to and has complied with the IA Compliance Manual, including the Code ( in the form attached as Attachment D ) . Any Access Person who has any questions about the applicability of the Code to any particular situation should contact the CCO.

While compliance with the provisions of the Code is anticipated, Access Persons should be aware that in response to any violations, the Firm shall take whatever action is deemed necessary under the circumstances including, without limitation, the imposition of appropriate sanctions. These sanctions may include, among others, the reversal of trades, reallocation of trades to client accounts, disgorgement of profits deemed improper, or, in more serious cases, Employee suspension or termination. Moreover, Access Persons are required to report any violation(s) of the Code or of the IA Compliance Manual or any other inappropriate conduct to the CCO (or a Compliance Representative). The Firm prohibits retaliation against any such personnel who, in good faith, seeks help or reports known or suspected violations, including Employees who assist in making a report or who cooperate in an investigation. Any Employee who engages in retaliatory conduct will be subject to disciplinary action, which may include termination of employment.

The Firm encourages Employees, contractors, subcontractors or agents of the Firm ( “Reporting Persons” ) to report (1) concerns regarding any act or failure to act by an Employee, contractor, subcontractor or agent of any of the New Mountain registered investment advisers (the “Advisers” ) that could constitute (a) a potential violation of any rule or regulation of the Securities and Exchange Commission, (b) a potential violation of any provision of state or federal law (including fraud against, or violations of fiduciary duty) or (c) a potential violation of any Adviser policies or procedures, including compliance policies, and (2) complaints and concerns regarding accounting, internal accounting controls or auditing matters ( “Accounting Matters” ). Each matter reportable under either (1) or (2) of this paragraph will be referred to as a “Suspected Violation” for purposes of this policy.

⁷ Family includes your spouse or domestic partner, children, parents, siblings and in laws, whether or not you share the same household, and any other person with whom you share the same household. Note that this definition of Family is broader than the definition of Family Member which is used throughout the rest of NMC’s Code of Ethics.

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Any Reporting Person or Adviser personnel believing a Suspected Violation is occurring or has occurred is encouraged to report that information either to the CCO or a Compliance Representative, or report the Suspected Violation to New Mountain’s Whistleblower Hotline as described below.

In accordance with Section 21F of the Securities Exchange Act of 1934, New Mountain has established a whistleblower program that provides a means for Employees to anonymously report a Suspected Violation of the federal securities laws which pertain to the Firm. The Whistleblower Hotline is managed on a confidential and anonymous basis by Convercent, Inc., an independent firm unaffiliated with the Firm.

Complaints or concerns regarding the Advisers may be reported, either through a web-based portal or by calling a toll-free number and leaving a message. Voices in messages left at the toll-free number are slightly distorted to protect the caller’s identity. Please visit the following link for more information: http://www.mysafeworkplace.com/ .

All messages will be reviewed on a confidential basis by the Fund’s Audit Committee Chairman, an individual who is independent from the Fund and the Adviser. Upon leaving a message, Reporting Persons will be provided with a code that will allow such person(s) to anonymously follow up on the reported violation and check whether the Audit Committee Chairman has asked for clarification or has follow-up questions.

The whistleblower hotline can be accessed through the following methods:

New Mountain encourages open communications with respect to ethical matters and business practices and specifically prohibits retaliatory action against parties who, in good faith, initiate communications about such matters.

The whistleblower hotline is an enhancement to New Mountain’s existing Code of Ethics (the “Code”) which requires Access Persons to report any violation(s) of the Code or of the IA Compliance Manual or any other inappropriate conduct to the CCO (or a Compliance Representative). The whistleblower hotline does not replace other sources available to Employees to voice their complaints or concerns, such as supervisors, managers, and human resources staff; rather it is an alternate channel available on an anonymous basis to Employees 24 hours a day, 365 days a year.

The information can be communicated verbally by calling the CCO or submitted in written form with the details of the alleged Suspected Violation specified. The CCO shall keep the name of the Reporting Person confidential. Suspected Violations may be communicated on an anonymous basis.

Upon receiving information about a Suspected Violation, the CCO shall undertake a preliminary investigation to determine if the information can be substantiated. Complaints and concerns that are determined to relate to the Fund will be reported promptly to the Fund’s Board of Directors (the

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“Board”) and concerns related to Accounting Matters will also be reported promptly to the Audit Committee. The Audit Committee or its designee will evaluate the merits of any concerns or complaints related to Accounting Matters received by it and authorize such follow-up actions, if any, as it or its designee deems appropriate to address the substance of the concern or complaint, including an investigation. The Audit Committee shall be permitted, at its sole discretion, to retain the assistance of any other person, including any outside counsel or any other specialists or advisers, in connection with its review of any complaints related to Accounting Matters.

Reporting Persons will be kept informed of the status of the investigation by the CCO. The CCO will report details of the Suspected Violation to the persons under investigation (unless the CCO believes that doing so would compromise the investigation) and appropriate management.

In order to monitor whether the Reporting Person is being subjected to reprisals or retaliation, the CCO shall from time to time contact the Reporting Person (if the Reporting Person’s identity is known) to determine whether any changes in the Reporting Person’s work situation have occurred as a result of providing such information. If the CCO determines that any reprisal or retaliation has occurred, a report of this shall be made to appropriate management if the Reporting Person consents. Any Reporting Person who feels he or she has been the subject of reprisal or retaliation because of his or her providing information should immediately notify the CCO. See “Freedom to Report (no retaliation)” below.

In addition to the CCO, Reporting Persons may also contact another member of the New Mountain’s senior management or the Chairman of the Audit Committee.

Any Employee who is dissatisfied with the results of any internal investigation initiated because of his or her report retains the right to report any Suspected Violation reported in good faith to appropriate regulatory and law enforcement authorities.

The Adviser and any Employee, contractor, subcontractor, or agent of the Adviser or any of their respective affiliates, is prohibited from discharging, demoting, suspending, threatening, harassing, or in any other manner discriminating against a Reporting Person in the terms and conditions of the Reporting Person’s employment because of any lawful act done by the Reporting Person to provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the Reporting Person reasonably believes is reportable under these procedures. As such, employment agreements, confidentiality agreements, and similar agreements with Employees shall not prohibit Employees from communicating with the SEC without the prior authorization of New Mountain, for example. It is the policy of the Adviser to encourage Reporting Persons to report Suspected Violations. Reporting Persons have the option, and are encouraged to, report any Suspected Violations to the CCO with confidentiality. This policy is intended to create an environment where Reporting Persons can act without fear of reprisal or retaliation from New Mountain or any subsidiary or affiliate thereof.

The CCO will maintain a confidential record of all complaints and concerns received under this policy, tracking their receipt, investigation and resolution and will report all complaints and concerns regarding Accounting Matters and the financials of each related investigation to the Fund’s Board of Directors. Copies of the reports and related documents will be maintained for seven years with the first two years in an easily accessible location. Any records relating to a report may, if necessary, be redacted (or similar steps taken) to preserve the confidentiality of the person(s) submitting the report.

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From time to time, the CCO (or a Compliance Representative), in consultation with Senior Management, may determine that it is in the best interests of the Firm for certain Employees or other persons (i.e. consultants and/or Senior Advisors) to be subject to the Code or additional restrictions or requirements in addition those set forth in the Code. In such case, the affected persons will be notified of the additional restrictions or requirements, and will be required to abide by them as if they were included in the Code. In addition, under extraordinary circumstances, the CCO (or a Compliance Representative) may, after consultation with Senior Management, grant a waiver of certain of these restrictions or requirements contained in the Code on a case by case basis. In order for an Employee to rely on any such waiver, it must be granted in writing.

Any waiver of the requirements of the Code for executive officers of New Mountain BDC or New Mountain BDC Directors may be made only by New Mountain BDC’s board of directors or a committee of the board, and must be promptly disclosed to shareholders as required by law or relevant exchange rule or regulation as determined in consultation with New Mountain BDC’s outside legal counsel.

The CCO will maintain a log of all requests for exceptions and waivers and the determinations made with respect to such requests.

The CCO will prepare a written report to be considered by the board of directors of New Mountain BDC (1) quarterly, that identifies any violations of the Code with respect to New Mountain BDC requiring significant remedial action during the past quarter and the nature of that remedial action; and (2) annually, that (a) describes any issues arising under the Code since the last written report to the Board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to such violations, and (b) identifies any recommended changes in existing restrictions or procedures based upon New Mountain BDC’s and/or New Mountain’s experience under the Code, prevailing industry practices, or developments in applicable laws or regulations, and (c) certifies that New Mountain BDC and New Mountain have each adopted procedures reasonably designed to prevent violations of the Code, and of the federal securities laws in accordance with the requirements of the Advisers Act and the Company Act.

The Board of New Mountain BDC will also be asked to approve any material changes to the Code within six (6) months after the adoption of such change, based on a determination that the Code, as amended, contains policies and procedures reasonably designed to prevent violations of the federal securities laws.

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EX-99.(p)(32)

CODE OF ETHICS

July 1, 2015

Principal Global Investors, LLC (“PGI”), Principal Real Estate Investors, LLC (“PrinREI”), and Principal Enterprise Capital, LLC (“PEC”) (collectively, the “Advisers”) have adopted this Code of Ethics (the “Code”). The principal objectives of the Code are to provide policies and procedures consistent with applicable laws and regulations, including Rule 204A-1 under the Investment Advisers Act of 1940; and to prevent conflicts of interests or the appearance of such conflicts when officers, directors, supervised persons, employees and other persons of the Advisers own or engage in transactions involving securities.

Employees of the Advisers are also subject to the Principal Financial Group ^® Corporate Code of Business Conduct and Ethics which can be found on the Principal Global Investors Compliance Portal of the Inside The Principal ^® intranet site. Employees are reminded that they are also subject to other policies including policies on insider trading, the handling of all internally distributed proprietary and confidential information, and information barriers, among others.

Responsibility for this Code is vested in the Global Chief Compliance Officer of the Adviser. However, the responsibility for implementing this Code on a day-to-day basis falls on all employees and especially staff that are in supervisory and management roles.

Employees with questions are strongly urged to consult with the Compliance Department prior to taking the action in question. Please see the last page of the policy for the primary Compliance Department contacts for questions regarding the Code.

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TABLE OF CONTENTS

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For example, the term “Beneficial Ownership” shall encompass: securities in the person’s own account(s); securities owned by members of the person’s immediate family sharing the same household; a person’s proportionate interest in the portfolio of securities held by a partnership, trust, corporation or other arrangements; and securities a person might acquire or dispose of through the exercise or conversion of any derivative security (e.g. an option, whether presently exercisable or not). See Covered Accounts.

(1) the individual;

(2) a spouse, minor child, immediate family member or dependent of the Access Person sharing the same household;

(3) a relative sharing the same household; or

(4) another person:

(i) if the Access Person obtains benefits substantially equivalent to ownership of the securities; or

(ii) can have investment discretion or otherwise exercise control.

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The Advisers have adopted this Code of Ethics (the “Code”). The principal purposes of this Code are to:

Provide policies and procedures consistent with applicable laws and regulations, including Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940; and

Prevent conflicts of interests or the appearance of such conflicts when officers, directors, supervised persons, employees and other persons of the Advisers own or engage in transactions involving securities.

Employees of the Advisers are also subject to the Principal Financial Group (PFG) Corporate Code of Business Conduct & Ethics and other PFG policies which can be found on the Principal Global Investors Compliance Portal of the Inside The Principal ^® intranet site.

The following standards of business conduct shall govern personal investment activities and interpretation and administration of this Code:

The Code does not attempt to identify all possible conflicts of interests, and literal compliance with each of its specific provisions will not shield supervised and/or advisory personnel from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients.

The Investment Advisers Act requires all Employees of an investment adviser” to report any violations of your code of ethics promptly to your chief compliance officer or other persons designated.” Accordingly if you commit a violation or become aware of a violation you must promptly report this to the Advisers’ Global Chief Compliance Officer (or their designees) listed at the end of the Code. The Compliance Department shall promptly review any violations.

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In addition, staff can also utilize the PFG “Whistle Blower” process found at: http://inside.principal.com/gfr/brc/busprac/whistleblower.shtm. Any information passed through the Whistleblower process will remain confidential.

In addition, the Ethics Hotline can be used at 1-866-858-4433. The Ethics Hotline is staffed 24 hours a day, seven days a week.

The Advisers mandate that no officer, director or employee of the Advisers may become or continue to remain an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee within the past thirteen years or during the course of employment:

It is your obligation to immediately report any conviction or injunction falling within the foregoing provisions to the Global Chief Compliance Officer of the Advisers (or their designee).

Any account that an Access Person has, or acquires any direct or indirect beneficial ownership in a Security held or has the capability to trade Securities is reportable.

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Generally, an Access Person is regarded as having a beneficial ownership of Securities held in an account in the name of:

(1) the individual;

(2) a spouse, minor child, immediate family member or dependent of the Access Person sharing the same household;

(3) a relative sharing the same household; or

(4) another person:

(i) if the Access Person obtains benefits substantially equivalent to ownership of the securities; or

(ii) can have investment discretion or otherwise exercise control.

The following information will need to be provided: the name of the broker, dealer, bank or firm where the Covered Account is held, the identifying number and name on the Covered Account, and the date it was established.

Entry of an account within SunGard PTA will serve as consent to obtain the records of your Covered Account for monitoring as required by Rule 204A-1 under the Investment Advisers Act of 1940. Upon notification of the account within SunGard PTA, the Compliance Department will send a 407 Letter Request directing the broker, dealer, bank or firm with which an Access Person has a Covered Account to furnish the Advisers’ Compliance Department on a timely basis, duplicate copies of periodic statements and trade confirmations of all personal Securities transactions either electronically or paper copy.

All Access Persons must, within 2-business days of receiving a new account number from their broker, report the new Covered Account within the SunGard PTA system.

Access Persons must report all Covered Accounts over which the Access Person has no direct or indirect influence or control (e.g., assignment of management discretion in writing to another party). Discretionary managed accounts must be reported to the Compliance Department prior to opening. The Access Person must provide the Compliance Department with acceptable evidence that the investment adviser or other financial institution/individual acts as discretionary adviser at the time the account is reported. The Access Person will be required to submit holding reports as directed by the Code. This requirement may be satisfied by providing a copy of an annual statement in lieu of reporting through the SunGard PTA system.

Discretionary managed accounts are exempt from the pre-clearance requirements, 30-day holding period, quarterly transaction reports and initial public offerings prohibition provisions of the Code.

All Access Persons must receive pre-clearance approval for all Reportable Security transactions from the Advisers’ Compliance Department prior to executing or entering into any transaction. Pre-clearance approval is valid for 2-business days (counted as the current day and the next business day).

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If the trade is not executed or completed within 2-business days, a new pre-clearance will need to be re-submitted on the third day for approval. This applies to all market and limit orders, good-til-cancel orders, and stop loss orders. A denied preclearance may not be executed.

Pre-clearance is not required for Exempted Securities or Exempted Transactions. Please refer to those sections of the Code for detailed information.

SunGard Personal Trading Assistant (SunGard PTA) is an intuitive browser-based application available on The Principal’s intranet that automates compliance with personal securities trading regulations and the Advisers’ Code. The functionality spans various areas of personal securities trading, which includes pre-trade authorization/post-trade reconciliation/ensuring comprehensive documented compliance with personal securities requirements.

SunGard PTA accessibility is available on The Principal’s intranet only thru the following The Principal secured options:

m A RAMS request is needed to add this AD Group “WTS PGI SunPTA”

Access Persons must not execute the trade until they have received a confirmation from the Compliance Department that the pre-clearance request was approved. When seeking to pre-clear through alternative methods, Access Persons are required to provide the following information:

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The Compliance Department has the authority and discretion to determine whether to grant or deny pre-clearance of a trade. Access Persons may be limited in the number of shares or principal amount of any Security listed on the Master Security List. They also may not be allowed to purchase or sell a Security at all.

The following restrictions and limitations (unless otherwise exempted) govern personal Securities transactions for all Access Persons:

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The Securities listed below are exempt from the pre-clearance requirement, the initial, quarterly and annual reporting requirements and holding periods.

The transactions listed below are exempt from the pre-clearance requirement only. All other initial, quarterly, annual reporting and holding period provisions of the Code apply.

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*These reportable open-ended mutual funds are not subject to the 30-calendar day holding period restriction given the monitoring done by the fund company.

Private investments of any kind may only be acquired or sold with prior approval of the Access Person’s supervisor and the Chief Compliance Officer (or their designee). An Access Person wishing to request pre-approval of private investments must complete an electronic Private Investments Approval Request Form within the SunGard PTA system.

The restrictions imposed by Principal Financial Group and other designated persons in connection with transactions in PFG stock are in addition to this Code and must be observed to the extent applicable. Employees are responsible for understanding whether they are subject to the Corporate Policy and Rules on trading in PFG stock. Please refer to the following links: Corporate policy on the trading of PFG

stock. http://inside.principal.com/qfr/brc/busprac/insidertradinqstatement.shtm

Please note, pursuant to the PFG corporate insider trading policy, the following activities with respect to Company securities are prohibited by all Employees of the member Companies of the PFG and family members sharing their households:

Corporate HR Benefit Plans:

The following PFG Plans are considered Covered Accounts and will be monitored by the Compliance Department. There is no action required by Access Persons to create these accounts within SunGard PTA, The Compliance Department will receive information directly from HR Benefits for monitoring.

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Below accounts are exempt from reporting and pre-clearance requirements within SunGard PTA:

m Newly distributed PFG shares are subject to the 30-calendar day holding period.

The following are not considered Covered Accounts and thus are not subject to reporting, pre-clearance or holding periods

Please note, once vested/exercised and if you elect to receive PFG stock, it is held within a MSSB retail account which is restricted to only trading PFG stock, this account and holding is exempt from reporting in SunGard PTA.

Principal Proprietary Funds include Principal Mutual Funds and underlying investment sub-accounts within Principal Variable Life and Variable Annuity contracts and are required to be reported. Please contact the Compliance Department for assistance in finding and entering these Reportable Funds within the SunGard PTA system.

Holdings in Principal Proprietary Funds are subject to the initial and annual reporting requirements, and are exempt from pre-clearance and the 30-calendar day holding period given the monitoring done by the fund company.

REMINDER: Investment Personnel is defined as the Advisers’ Portfolio Managers, Traders, Charles River Trade Support staff, identified Compliance Department staff and individuals with authorization to send/direct a trade; or any individual at the discretion of the Chief Compliance Officer.

No portfolio manager or investment personnel may purchase or sell a Security or its underlying securities for a personal account in which they have beneficial ownership within 7-calendar days before and after a client account that they manage, advise or execute trades, have authorization to send/direct trades or access of trades, trades in that Security.

The blackout period is a total of 15-calendar days, which includes the full 7-calendar days before, after, and including the trade date.

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A portfolio manager authorized to trade on a client account who is purchasing or selling a Security for a client account that is also a personal Security holding, shall disclose such holding to their supervisor upon initial acquisition.

A portfolio manager’s personal Security holdings shall have no affect on client account decisions or ability to trade.

Any Director of an affiliated adviser is considered an Access Person of that adviser and subject to their Code of Ethics as a matter of presumption.

Any Director of the Advisers who also serves as a Director of an affiliated adviser shall be examined with regard to the affiliated adviser for their access to the affiliated advisers’ nonpublic information regarding any clients’ purchase or sale of securities; access to nonpublic information regarding the portfolio holdings of any advisory client; is involved in making securities recommendations to clients; or access to such recommendations that are nonpublic as to each adviser of which the Director is a member of the Board. To the extent that such Director does not have such access to the affiliated adviser, that Director may be exempt from pre-clearance of transaction after a full examination and written documentation of the findings.

No Access Person of the Advisers may purchase or sell a real estate investment property without the pre-approval of their supervisor and the Compliance Department. Access Person wishing to request pre-approval to purchase or sell a real estate investment property must complete an electronic Real Estate Investment Property Approval Request Form within the SunGard PTA system.

Note the following property types are exempt from reporting:

(Examples: apartments, condos)

No Access Person may engage in the financing a sum of money or act as a guarantor, surety or in similar capacity in a Loan transaction for individuals or entities. Personal loans to family are exempt and do not fall under this prohibited activity.

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Access Persons must not undertake other business activities outside of the Advisers which may cause, or appear to cause, conflicts of interest.

All Access Persons are required to obtain pre-approval from their supervisor and the Compliance Department before engaging in any outside business activity or board/committee membership. In addition, any changes or corrections to previously approved outside business activities must be reported promptly, in writing, to the Compliance Department. Certain activities and/or relationships may be perceived as actual or potential conflicts of interests and may require the Advisers to disclose the existence of such conflicts to its clients and/or regulators. The Compliance Department will review the request and determine whether such an activity or relationship may be perceived as a conflict. Officers must also obtain the approval of the PFG Conflicts Committee. Of course, even if the outside activity is approved, it should not interfere with the responsibilities of your current position or utilize company resources. Also, approval to serve on any board does not imply that you are serving at the direction or request of the Advisers, The Principal or an Affiliate.

Access Person wishing to request pre-approval for outside business activities must complete an electronic Outside Business Activities and Officer/Directorship Request Form within the SunGard PTA system.

See APPENDIX A to read the full policy.

Applicable to ALL U.S. and Global Employees and PGI Covered Associates.

The Advisers are subject to SEC, state and local laws regulating personal political contributions (“political contribution”) that are in place to inhibit “pay-to-play” practices which occur when government officials ¹ award contracts to individuals and organizations in exchange for political contributions. Pay-to-play rules are designed to restrict personal political contributions to government officials who are in a position to influence the award of advisory business. Consequences to the Advisers for violation of these laws can be severe, such as not receiving compensation for advisory services from a governmental client (current or prospective) for two years.

Pay-to-play rules are complicated and vary from jurisdiction to jurisdiction. Restrictions and reporting requirements of political contributions depend on the facts of a particular situation and respective jurisdiction and/or client.

Regardless of whether a particular jurisdiction has a pay-to-play law, employees should never provide contributions with the intent to obtain or retain business or to influence any other official action. Rule 206(4)-5 of the Advisers Act and some state and local pay-to-play laws outline a person cannot make a contribution indirectly that is prohibited if made directly. In other words, employees cannot circumvent pay-to-play laws by directing a family member, friend or anyone else to make a political contribution for them.

¹ Government official is any individual that is elected, appointed or hired by a governmental or quasi-governmental entity.

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Pre-clearance and quarterly certification is required within the SunGard PTA system.

All U.S. and Global Employees and PGI Covered Associates must obtain pre-clearance approval before making a personal political contribution ² that includes contributions made by the employee, the employee’s spouse and minor children to a:

 (Please note PrinPac payroll deduction contributions do not need to be pre-cleared.

 See PAC Section below for details.)

Exempt from Pre-clearance Requirements:

U.S. and Global Employees and PGI Covered Associates wishing to request pre-approval must complete an electronic Outside Business Activities and Officer/Directorship Request Form within the SunGard PTA system.

can submit a pre-clearance request in SunGard PTA by completing the Political Contribution Pre-clearance Form found under the ‘Disclosure’ tab. Employees will be required to provide the following information:

After receiving approval of your pre-clearance request thru SunGard PTA, you may proceed with your political contribution. Upon contribution completion, you will need to provide post-clearance information within the SunGard PTA.

Compliance will review all pre-clearance requests submitted subject to the following:

² Contribution is anything of value given to influence an election, most commonly contributions include deposit of money, gift, subscription, loan, advance or any payments for debts incurred in such an election.

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All U.S. and Global Employees and PGI Covered Associates will also be required to complete a Quarterly Political Contribution Certification acknowledging all personal political contributions have been pre-cleared in accordance with this policy.

The SEC and some state and local pay-to-play laws view contributions to certain PACs as an indirect way to circumvent the pay-to-play laws. Therefore, all employees are required to pre-clear contributions to PACs, including PrinPac. However, regular payroll deduct contributions to PrinPac do not need to be pre-cleared in SunGard PTA, as Government Relations which administers PrinPac maintains records of these contributions. There is no further action required of employees. Compliance will work closely with Government Relations to meet client reporting requests, when applicable.

The Principal and the Advisers encourage employees to participate in the political process and support PrinPac.

See APPENDIX B to read the full policy.

VII. BUSINESS GIFTS AND ENTERTAINMENT

Employees of the Advisers are subject to the PFG Travel and Entertainment Policy and the PFG Business Gift and Entertainment Policy, found at http://inside.principal.com/gfr/brc/busprac/statement/gifts.shtm

In addition to the PFG policy, the Advisers more restrictive policy covering business gift and entertainment reporting and pre-approval requirements are as outlined below. Access Persons must report and obtain pre-approval through the SunGard PTA system.

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Employees must comply with the Policy as described above, plus any additional standards applicable to your position.

Access Persons, Fund Advisory Personnel, Non-Fund Advisory Personnel and Employees who are required to report or obtain pre-approval can complete an electronic Business Gift and Entertainment Form within the SunGard PTA system. If the Business Gift is under the pre-approval requirement limit, the form will be reported, however there will be no approval/denial analysis. Business gift and entertainment request forms over the pre-approval requirement limit will be pended for approval/denial analysis.

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All business gifts, including nominal value and logo items, are required to be reported in the SunGard PTA system.

All business entertainment, including meals, is required to be reported in the SunGard PTA system.

Note: The PFG Expense System will serve as a backup review system for Business Entertainment, so please make sure to list each business associate and respective firms as part of your expense reporting documentation.

The CCO in their sole discretion may, on a case by case basis, approve exceptions to any prohibited activity described in this Policy if the CCO determines that, under the facts and circumstances, the proposed activity is consistent with applicable laws, rules and regulatory interpretations, this Code of Ethics and the Advisers ethical standards.

VIII. BRIBERY AND CORRUPTION POLICY

Employees of the Advisers are subject to the PFG Bribery and Corruption Policy with in the Corporate Code of Business Conduct & Ethics compliance program, found at http://inside.principal.com/gfr/brc/toolkit/briberycorruptionpolicy.pdf .

The Advisers will not seek to influence others, either directly or indirectly, by paying or receiving bribes or kickbacks, or by any other means that is unethical or that will harm our reputation for honesty and integrity. Such behavior is unacceptable in all global locations in which we conduct business, whether we are dealing with public officials, other corporations, or private individuals.

These practices are not only against our company values; they are illegal and can expose both the employee and company to fines and other penalties, including imprisonment.

The Advisers will not tolerate employees or representatives who achieve results at the cost of violating the law or acting dishonestly. Employees and representatives of the Advisers are expected to decline any opportunity which would place our ethical principles and reputation at risk. If you have any questions concerning the PFG Bribery and Corruption Policy, please contact the Compliance Department.

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The Chief Compliance Officer (or their designee) shall ensure that each Access Person receives a copy of this Code, any material amendment thereto and an acknowledgement of receipt to be returned to the Compliance Department. The Code is also available to all Access Persons on The Principal intranet site.

All Access Persons will be required initially upon their appointment as an Access Person and annually thereafter to acknowledge and certify that they have read and understand the Code and the Insider Trading Policy (“Policy”) and its applicability to them, that they have complied with the requirements of the Code and Policy, and that they have disclosed or reported all personal Securities transactions and/or Covered Accounts as required by the Code.

All Access Persons must, within 10-calendar days of the date of their hire or appointment as an Access Person, furnish the Compliance Department an Initial Holdings Report current as of a date no more than 45-calendar days prior to the date the person becomes an Access Person containing the following information: (i) the name, type, number of shares, exchange ticker or CUSIP number, and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership at the time the report was prepared; (ii) the name and address of the broker, dealer, bank or firm at which the Access Person maintains any Covered Account during the period covered in which securities were held for the direct or indirect benefit of the Access Person; (iii) the account number of any account described above; and (iv) the date the report was prepared.

Access Persons shall file a report with the Compliance Department listing all of their personal Securities transactions (except Exempted Transactions) during the previous calendar quarter in any Security (except Exempted Securities) in which such person has acquired any direct or indirect Beneficial Ownership.

The report shall contain the following information:

Access Persons will be required on a quarterly basis within 30-calendar days of the request to certify that their transactions are complete and accurate in the SunGard PTA system.

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