As filed with the Securities and Exchange Commission on April 11, 2016.

Registration Nos. 2-99356

811-04367

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

   THE SECURITIES ACT OF 1933   x
   Pre-Effective Amendment No.        ¨
   Post-Effective Amendment No. 256   x

and/or

REGISTRATION STATEMENT

UNDER

  THE INVESTMENT COMPANY ACT OF 1940   x
  Amendment No. 260   x

(Check Appropriate Box or Boxes)

 

 

COLUMBIA FUNDS SERIES TRUST I

(Exact Name of Registrant as Specified in Charter)

 

 

225 Franklin Street, Boston, Massachusetts 02110

(Address of Principal Executive Officers) (Zip Code)

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

 

 

Christopher O. Petersen, Esq.

c/o Columbia Management Investment Advisers, LLC

225 Franklin Street

Boston, Massachusetts 02110

(Name and Address of Agent for Service)

 

 

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

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

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 256 to the Registration Statement on Form N-1A (File No. 2-99356) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 256 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 256 does not change the form of any prospectus or Statement of Additional Information including in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 256 shall become effective upon filing with the SEC.


PART C. OTHER INFORMATION

Item 28. Exhibits

 

(a)(1)   Second Amended and Restated Agreement and Declaration of Trust, dated August 10, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on September 16, 2005.
(a)(2)   Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust, effective September 19, 2005, is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (a)(2)), filed on September 16, 2005.
(b)   Amended and Restated By-laws of the Registrant, effective October 20, 2015, are incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (b)), filed on December 22, 2015.
(c)   Not applicable.
(d)(1)   Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of May 1, 2010 (the Multi-Fund Investment Management Services Agreement), is incorporated by reference to Post-Effective Amendment No. 105 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)), filed on May 28, 2010.
(d)(1)(i)   Restated Schedule A, effective July 1, 2015, to the Multi-Fund Investment Management Services Agreement, dated May 1, 2010, is incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(1)(i)), filed on June 29, 2015.
(d)(1)(ii)   Amendment No. 1 to the Multi-Fund Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of February 28, 2011, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-170367 of the Registrant on Form N-14 (Exhibit (6)(c)), filed on July 22, 2011.
(d)(1)(iii)   Amendment No. 2 to the Multi-Fund Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of March 14, 2012, is incorporated by reference to Post-Effective Amendment No. 143 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(2)(iii)), filed on March 14, 2012.
(d)(1)(iv)   Amendment No. 3 to the Multi-Fund Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of June 18, 2012, is incorporated by reference to Post-Effective Amendment No. 153 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(2)(iv)), filed on June 15, 2012.
(d)(2)   Management Agreement between Columbia Management Investment Advisers, LLC and Registrant, effective July 1, 2015, is incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on June 29, 2015.
(d)(2)(i)   Restated Schedule A and Schedule B, as of March 1, 2016, to the Management Agreement between Columbia Management Investment Advisers, LLC and the Registrant, effective July 1, 2015, are incorporated by reference to Post-Effective Amendment No. 252 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(i)), filed on February 26, 2016.


(d)(3)   Management Agreement between Columbia Management Investment Advisers, LLC and Registrant, effective June 16, 2015, is incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on June 29, 2015.
(d)(3)(i)   Schedule A, and Schedule B, effective June 16, 2015, to the Management Agreement between Columbia Management Investment Advisers, LLC and Registrant, effective June 16, 2015, are incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(4)(i)), filed on June 29, 2015.
(d)(4)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on May 30, 2014.
(d)(4)(i)   Addendum dated March 7, 2012 to the Subadvisory Agreement dated March 7, 2012 between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC on behalf of Active Portfolios ® Multi-Manager Alternatives Strategies Fund, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(3)(1)), filed on May 30, 2014.
(d)(5)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on May 30, 2014.
(d)(5)(i)   Amendment No.1, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)(i)), filed on June 29, 2015.
(d)(6)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and EAM Investors, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 99356 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on May 30, 2014.
(d)(7)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Federated Investment Management Company dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 30, 2014.
(d)(8)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company dated February 6, 2013, last amended January 24, 2014, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on May 30, 2014.
(d)(8)(i)   Addendum – Authorization to Enter Into Over-The-Counter And/Or Exchange Traded Derivatives between Columbia Management Investment Advisers, LLC and TCW Investment Management Company dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(7)(1)), filed on May 30, 2014.
(d)(9)   Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Threadneedle International Limited dated March 5, 2014, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on August 26, 2015.


(d)(9)(i)   Amendment No. 1, dated December 19, 2014, to the Subadvisory Agreement, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(i)), filed on August 26, 2015.
(d)(9)(ii)   Amendment No. 2, dated March 4, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(ii)), filed on August 26, 2015.
(d)(9)(iii)   Amendment No. 3, dated June 10, 2015, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iii)), filed on August 26, 2015.
(d)(9)(iv)   Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF1 Offshore Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(iv)), filed on August 26, 2015.
(d)(9)(v)   Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF2 Offshore Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(v)), filed on August 26, 2015.
(d)(9)(vi)   Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CDARF3 Offshore Fund Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vi)), filed on August 26, 2015.
(d)(9)(vii)   Addendum, dated December 19, 2014, to the Subadvisory Agreement, dated March 5, 2014, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, pertaining to CAAF Offshore Fund Ltd., a subsidiary of Columbia Adaptive Alternatives Fund, is incorporated by reference to Post-Effective Amendment No. 236 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)(vii)), filed on August 26, 2015.
(d)(10)   Subadvisory Agreement among Columbia Management Investment Advisers, LLC and Wasatch Advisors, Inc. dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(8)), filed on May 30, 2014.
(d)(11)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC dated March 7, 2012, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 30, 2014.
(d)(12)   Delegation Agreement dated March 7, 2012 between Dalton, Greiner, Hartman, Maher & Co. LLC, and Real Estate Management Services Group, LLC, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on May 30, 2014.


(d)(13)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Conestoga Capital Advisors, LLC dated June 11, 2014, is incorporated by reference to Post-Effective Amendment No. 205 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on August 28, 2014.
(d)(14)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P. dated December 4, 2013, is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 30, 2014.
(d)(14)(i)   Amendment No.1, dated March 9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013, is filed herewith as Exhibit (d)(14)(i) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(d)(15)   Subadvisory Agreement between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp. dated October 20, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on October 26, 2015.
(d)(16)   Management Agreement between Columbia Management Investment Advisers, LLC and CAAF Offshore Fund, Ltd., a subsidiary of Columbia Adaptive Alternatives Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on September 28, 2015.
(d)(17)   Management Agreement between Columbia Management Investment Advisers, LLC and CDARF1 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(19)), filed on September 28, 2015.
(d)(18)   Management Agreement between Columbia Management Investment Advisers, LLC and CDARF2 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on September 28, 2015.
(d)(19)   Management Agreement between Columbia Management Investment Advisers, LLC and CDARF3 Offshore Fund, Ltd., a subsidiary of Columbia Diversified Absolute Return Fund, effective October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 239 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on September 28, 2015.
(d)(20)   Management Agreement between Columbia Management Investment Advisers, LLC and ASGM Offshore Fund, Ltd., a subsidiary of Active Portfolios ® Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on December 22, 2015.
(d)(21)   Management Agreement between Columbia Management Investment Advisers, LLC and ASMF Offshore Fund, Ltd., a subsidiary of Active Portfolios ® Multi-Manager Alternative Strategies Fund, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 248 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on December 22, 2015.
(e)(1)   Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, is filed herewith as Exhibit (e)(1) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.


(e)(1)(i)   Restated Schedule I, dated March 1, 2016 and Schedule II, to Amended and Restated Distribution Agreement by and between the Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, are filed herewith as Exhibit (e)(1)(i) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(e)(2)   Form of Mutual Fund Sales Agreement is incorporated by reference to Post-Effective Amendment No. 63 to Registration Statement No. 2-72174 of RiverSource Bond Series, Inc. on Form N-1A (Exhibit (e)(2)), filed on July 9, 2010.
(f)   Form of Deferred Compensation Agreement is incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (f)), filed on May 30, 2014.
(g)(1)   Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 124 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on April 29, 2011.
(g)(2)   Addendum to Master Global Custody Agreement (related to Active Portfolios ® Multi-Manager Alternative Strategies Fund, Active Portfolios ® Multi-Manager Core Plus Bond Fund, now known as Active Portfolios ® Multi-Manager Total Return Bond Fund, Active Portfolios ® -Multi-Manager Small Cap Equity Fund and Columbia Active Portfolios ® – Select Large Cap Growth Fund, now known as Active Portfolios ® -Multi-Manager Growth Fund), dated March 9, 2012, Addendum to Master Global Custody Agreement (related to Columbia Adaptive Risk Allocation Fund), dated June 11, 2012, and Addendum to Master Global Custody Agreement (related to Columbia Diversified Real Return Fund and Columbia Global Inflation Linked-Bond Plus Fund), dated February 25, 2014, are incorporated by reference to Post-Effective Amendment No. 196 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 30, 2014.
(g)(3)   Addendum to Master Global Custody Agreement (related to Columbia Adaptive Alternatives Fund and Columbia Diversified Absolute Return Fund), dated January 15, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on February 27, 2015.
(g)(4)   Addendum to Master Global Custody Agreement (related to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund), dated March 18, 2015, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(4)), filed on March 24, 2015.
(g)(5)   Side letter (related to the China Connect Service on behalf of Columbia Emerging Markets Fund, Columbia Greater China Fund and Columbia Pacific/Asia Fund), dated December 19, 2014, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (g)(4)), filed on February 27, 2015.
(h)(1)   Administrative Services Agreement by and between Registrant, the other parties listed on Schedule A and Columbia Management Investment Advisers, LLC, dated as of May 1, 2010 with Schedule A dated May 1, 2010, is incorporated by reference to Post-Effective Amendment No. 105 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)), filed on May 28, 2010.
(h)(1)(i)   Amendment No. 1 to the Administrative Services Agreement by and among Registrant, the other parties listed on Schedule A and Columbia Management Investment Advisers, LLC, dated as of February 28, 2011, is incorporated by reference to Post-Effective Amendment No. 139 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(i)), filed on January 27, 2012.


(h)(1)(ii)   Amendment No. 2 to the Administrative Services Agreement by and among Registrant, the other parties listed on Schedule A thereto and Columbia Management Investment Advisers, LLC, dated as of March 14, 2012, is incorporated by reference to Post-Effective Amendment No. 143 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(iii)), filed on March 14, 2012.
(h)(1)(iii)   Amendment No. 3 to the Administrative Services Agreement by and among Registrant, the other parties listed on Schedule A thereto and Columbia Management Investment Advisers, LLC, dated as of June 18, 2012, is incorporated by reference to Post-Effective Amendment No. 153 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(iv)), filed on June 15, 2012.
(h)(1)(iv)   Amendment No. 4 to the Administrative Services Agreement by and among Registrant, the other parties listed on Schedule A thereto and Columbia Management Investment Advisers, LLC, dated as of April 10, 2013, is incorporated by reference to Post-Effective Amendment No. 173 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(v)), filed on April 30, 2013.
(h)(1)(v)   Restated Schedule A and Schedule B, effective July 1, 2015, to the Administrative Services Agreement, by and between Registrant, the other parties listed on Schedule A, and Columbia Management Investment Advisers, LLC, dated as of May 1, 2010, are incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(1)(vi)), filed on June 29, 2015.
(h)(2)   Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, is filed herewith as Exhibit (h)(2) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(h)(2)(i)   Schedule A, effective March 1, 2016 and Schedule B, effective October 1, 2015, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016, are filed herewith as Exhibit (h)(2)(i) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(h)(3)   Form of Indemnification Agreement is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(6)), filed on March 24, 2006.
(h)(4)   Amended and Restated Plan Administration Services Agreement, dated as of September 7, 2010, amended and restated November 1, 2012, by and among the Registrant, Columbia Funds Series Trust and Columbia Management Investment Services Corp, is incorporated by reference to Post-Effective Amendment No. 165 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(13)), filed on November 7, 2012.
(h)(4)(i)   Exhibit A, Exhibit B and Exhibit C, effective May 1, 2015, to the Amended and Restated Plan Administration Services Agreement among Columbia Management Investment Services Corp., the Registrant and Columbia Funds Series Trust, dated as of September 7, 2010, amended and restated November 1, 2012, relating to Class K shares, is incorporated by reference to Post-Effective Amendment No. 141 to Registration Statement No. 333-89661 of Columbia Funds Series Trust on Form N-1A (Exhibit (h)(3)(i)), filed on May 28, 2015.
(h)(5)   Amended and Restated Fee Waiver and Expense Cap Agreement by and among Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., dated June 1, 2011, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-170426 of the Registrant on Form N-14 (Exhibit (13)(r)(3)), filed on July 22, 2011.


(h)(5)(i)   Restated Schedule A, effective June 10, 2015, to the Amended and Restated Fee Waiver and Expense Cap Agreement by and among Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(5)(ii)), filed on June 29, 2015.
(h)(6)   Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 175 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(8)), filed on May 30, 2013.
(h)(7)   Agreement and Plan of Reorganization, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit (h)(9)), filed on April 29, 2011.
(h)(8)   Agreement and Plan of Reorganization, dated December 17, 2015, is incorporated by reference to Registration Statement No. 333-208706 of Columbia Funds Series Trust on Form N-14 (Exhibit (4)), filed on December 22, 2015.
(h)(9)   Amended and Restated Credit Agreement, as of December 9, 2014, is incorporated by reference to Post-Effective Amendment No. 225 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (h)(14)), filed on April 16, 2015.
(h)(9)(i)   Restated Credit Agreement, as of December 8, 2015, is filed herewith as Exhibit (h)(9)(i) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(i)(1)   Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)), filed on September 16, 2005.
(i)(2)   Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(2)), filed on January 16, 2008.
(i)(3)   Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 81 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(3)), filed on November 25, 2008.
(i)(4)   Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 95 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(4)), filed on November 20, 2009.
(i)(5)   Opinion of Counsel of Ropes & Gray LLP is incorporated by reference to Post-Effective Amendment No. 143 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(5)), filed on March 14, 2012.
(i)(6)   Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Adaptive Risk Allocation Fund, is incorporated by reference to Post-Effective Amendment No. 153 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (I)(6)), filed on June 15, 2012.
(i)(7)   Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Diversified Real Return Fund and Columbia Global Inflation-Linked Plus Bond Fund, is incorporated by reference to Post-Effective Amendment No. 190 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(7)), filed on March 10, 2014.


(i)(8)   Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Adaptive Alternatives Fund and Columbia Diversified Absolute Return Fund, is incorporated by reference to Post-Effective Amendment No. 219 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (j)(8)), filed on January 27, 2015.
(i)(9)   Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Multi-Asset Income Fund and Columbia U.S. Social Bond Fund is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(9)), filed on March 24, 2015.
(i)(10)   Opinion of Counsel of Ropes & Gray LLP, with respect to Columbia Global Unconstrained Bond Fund is incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (i)(10)), filed on June 29, 2015.
(j)(1)   Consent of Morningstar, Inc., is incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (11)(b)), filed on August 30, 1996.
(j)(2)   Consent of PricewaterhouseCoopers LLP: Not applicable.
(k)   Omitted Financial Statements: Not Applicable.
(l)   Initial Capital Agreement: Not Applicable.
(m)(1)   Amended and Restated Distribution Plan is incorporated by reference to Post-Effective Amendment No. 190 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on March 10, 2014.
(m)(2)   Amended and Restated Shareholder Servicing Plan, as of March 4, 2015, for certain Fund share classes of the Registrant, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on March 24, 2015.
(m)(2)(i)   Exhibit I and Exhibit II, effective June 10, 2015, to Amended and Restated Shareholder Servicing Plan, as of March 4, 2015, for certain Fund share classes of the Registrant, are incorporated by reference to Post-Effective Amendment No. 231 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(2)(i)), filed on June 29, 2015.
(m)(3)   Amended and Restated Shareholder Services Plan for Registrant’s Class T shares is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(3)), filed on November 24, 2010.
(m)(4)   Restated Schedule I, effective October 1, 2014, to Shareholder Servicing Plan Implementation Agreement for Registrant’s Class T shares between the Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 207 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(5)), filed on September 26, 2014.
(m)(5)   Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust, Columbia Funds Series Trust II and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 113 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(4)), filed on November 24, 2010.


(m)(6)   Restated Schedule I to Shareholder Servicing Plan Implementation Agreement is incorporated by reference to Post-Effective Amendment No. 143 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (m)(6)), filed on March 14, 2012.
(n)   Rule 18f – 3 Multi-Class Plan, amended and restated as of February 19, 2015, is incorporated by reference to Post-Effective Amendment No. 223 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (n)), filed on March 24, 2015.
(o)   Reserved.
(p)(1)   Code of Ethics of Columbia Atlantic Board Funds, effective February 2016, is filed herewith as Exhibit (p)(1) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(2)   Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 1, 2015, is incorporated by reference to Post-Effective Amendment No. 48 to Registration Statement No. 333-146374 of Columbia Funds Variable Series Trust II on Form N-1A (Exhibit) (p)(2)), filed on February 19, 2016.
(p)(3)   Code of Ethics of AQR Capital Management, LLC (a subadviser of Active Portfolios ®  Multi-Manager Alternative Strategies Fund), effective September 1, 2015, is filed herewith as Exhibit (p)(3) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(4)   Code of Ethics of Dalton, Greiner, Hartman, Maher & Co., LLC (a subadviser of Active Portfolios ®  Multi-Manager Small Cap Equity Fund), dated November 24, 2015, is filed herewith as Exhibit (p)(4) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(5)   Code of Ethics and Standards of Business Conduct of EAM Investors, LLC (a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), effective June 25, 2015, is filed herewith as Exhibit (p)(5) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(6)   Code of Ethics for Access Persons of Federated Investment Management Company (a subadviser of Active Portfolios ® Multi-Manager Total Return Bond Fund (formerly known as Active Portfolios ® Multi-Manager Core Plus Bond Fund)), effective January 1, 2016, is filed herewith as Exhibit (p)(6) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(7)   Code of Ethics of TCW Investment Management Company (a subadviser of Active Portfolios ® Multi-Manager Total Return Bond Fund (formerly known as Active Portfolios ® Multi-Manager Core Plus Bond Fund)), dated October 1, 2015, is filed herewith as Exhibit (p)(7) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(8)   Code of Ethics of Wasatch Advisors, Inc. (a subadviser of Active Portfolios ®  Multi-Manager Alternative Strategies Fund), effective August 22, 2012, is incorporated by reference to Post-Effective Amendment No. 187 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(9)), filed on December 23, 2013.


(p)(9)   Code of Ethics of Water Island Capital, LLC (a subadviser of Active Portfolios ® Multi-Manager Alternative Strategies Fund), effective September 1, 2015, is filed herewith as Exhibit (p)(9) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(10)   Code of Ethics of Real Estate Management Services Group, LLC. (provides advisory services as delegated by Dalton, Greiner, Hartman, Maher & Co., LLC, a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), dated July 1, 2015, is filed herewith as Exhibit (p)(10) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(11)   Code of Ethics of Conestoga Capital Advisors, LLC (a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), dated January 1, 2016, is filed herewith as Exhibit (p)(11) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(12)   Code of Ethics of Loomis, Sayles and Company, L.P. (subadviser of Active Portfolios ® Multi-Manager Growth Fund and Active Portfolios ® Multi-Manager Total Return Bond Fund (formerly known as Active Portfolios ® Multi-Manager Core Plus Bond Fund)), effective January 14, 2000, as amended September 30, 2015, is filed herewith as Exhibit (p)(12) to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of the Registrant on Form N-1A.
(p)(13)   Code of Ethics of BMO Asset Management Corp. (a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), effective June 4, 2015, is incorporated by reference to Post-Effective Amendment No. 243 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (p)(13)), filed on October 26, 2015.
(q)(1)   Trustees Power of Attorney, dated January 26, 2016, is incorporated by reference to Post-Effective Amendment No. 251 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed on February 12, 2016.
(q)(2)   Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(7)), filed on February 27, 2015.
(q)(3)   Power of Attorney for Michael G. Clarke, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed on February 27, 2015.

Item 29. Persons Controlled by or under Common Control with Registrant

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


Item 30. Indemnification

Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) under specified circumstances, all as more fully set forth in the Registrant’s Bylaws, which have been filed as an exhibit to this registration statement.

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

Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement. The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.

The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.

Item 31. Business and Other Connections of the Investment Adviser

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

 

(a) The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the Registrant’s portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment Manager (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.


(b) AQR Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of AQR Capital Management, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by AQR Capital Management, LLC and is incorporated herein by reference. Information about the business of AQR Capital Management, LLC and the directors and principal executive officers of AQR Capital Management, LLC is also included in the Form ADV filed by AQR Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-55543), which is incorporated herein by reference.

 

(c) BMO Asset Management Corp. performs investment management services for the Registrant and certain other clients. Information regarding the business of BMO Asset Management Corp. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by BMO Asset Management Corp. and is incorporated herein by reference. Information about the business of BMO Asset Management Corp. and the directors and principal executive officers of BMO Asset Management Corp. is also included in the Form ADV filed by BMO Asset Management Corp. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-35533), which is incorporated herein by reference.

 

(d) Conestoga Capital Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Conestoga Capital Advisors, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Conestoga Capital Advisors, LLC and is incorporated herein by reference. Information about the business of Conestoga Capital Advisors, LLC and the directors and principal executive officers of Conestoga Capital Advisors, LLC is also included in the Form ADV filed by Conestoga Capital Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60133), which is incorporated herein by reference.

 

(e) Dalton, Greiner, Hartman, Maher & Co., LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Dalton, Greiner, Hartman, Maher & Co., LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Dalton, Greiner, Hartman, Maher & Co., LLC and is incorporated herein by reference. Information about the business of Dalton, Greiner, Hartman, Maher & Co., LLC and the directors and principal executive officers of Dalton, Greiner, Hartman, Maher & Co., LLC is also included in the Form ADV filed by Dalton, Greiner, Hartman, Maher & Co., LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-62895), which is incorporated herein by reference.

 

(f) EAM Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of EAM Investors, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by EAM Investors, LLC and is incorporated herein by reference. Information about the business of EAM Investors, LLC and the directors and principal executive officers of EAM Investors, LLC is also included in the Form ADV filed by EAM Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-70305), which is incorporated herein by reference.

 

(g) Federated Investment Management Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Federated Investment Management Company and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Federated Investment Management Company and is incorporated herein by reference. Information about the business of Federated Investment Management Company and the directors and principal executive officers of Federated Investment Management Company is also included in the Form ADV filed by Federated Investment Management Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-34612), which is incorporated herein by reference.


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

 

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

 

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

 

(k) Wasatch Advisors, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Wasatch Advisors, Inc. and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Wasatch Advisors, Inc. and is incorporated herein by reference. Information about the business of Wasatch Advisors, Inc. and the directors and principal executive officers of Wasatch Advisors, Inc. is also included in the Form ADV filed by Wasatch Advisors, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-11095), which is incorporated herein by reference.

 

(l) Water Island Capital, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Water Island Capital, LLC and certain of its officers is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Water Island Capital, LLC and is incorporated herein by reference. Information about the business of Water Island Capital, LLC and the directors and principal executive officers of Water Island Capital, LLC is also included in the Form ADV filed by Water Island Capital, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-57341), which is incorporated herein by reference.


Item 32. Principal Underwriter

 

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

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

 

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

 

Name and Principal Business Address*

 

Position and Offices with Principal Underwriter

 

Positions and Offices with Registrant

William F. Truscott   Chief Executive Officer   Board Member, Senior Vice President
Joseph Kringdon   President and Head of Intermediary Distribution   None
Amy Unckless   Managing Director, Head of Private Wealth Management and Investment Only   None
Jeffrey F. Peters   Managing Director and Head of Global Institutional Distribution   None
Dave K. Stewart   Chief Financial Officer   None
Scott R. Plummer   Senior Vice President, Head of Global Asset Management Legal and Assistant Secretary   None
Michael E. DeFao   Vice President, Chief Legal Officer and Assistant Secretary   Vice President and Assistant Secretary
Stephen O. Buff   Vice President, Chief Compliance Officer   None
Paulo Botelho   Vice President – Investor and Intermediary Services   None
Joe Feloney   Vice President – National Sales Manager – U.S. Trust/Private Wealth Management   None
Thomas A. Jones   Vice President and Head of Strategic Relations   None
Gary Rawdon   Vice President – Sales Governance and Administration   None
Leslie A. Walstrom   Vice President and U.S. Head of Marketing   None
Thomas R. Moore   Secretary   None
Paul B. Goucher   Vice President and Assistant Secretary   Senior Vice President, Chief Legal Officer and Assistant Secretary


Tara W. Tilbury   Vice President and Assistant Secretary   Assistant Secretary
Nancy W. LeDonne   Vice President and Assistant Secretary   None
Ryan C. Larrenaga   Vice President and Assistant Secretary   Vice President and Secretary
Joseph L. D’Alessandro   Vice President and Assistant Secretary   Assistant Secretary
Christopher O. Petersen   Vice President and Assistant Secretary   President and Principal Executive Officer
Eric T. Brandt   Vice President and Assistant Secretary   None
James L. Hamalainen   Treasurer   None
Michael Tempesta   Anti-Money Laundering Officer and Identity Theft Prevention Officer   None
Kevin Wasp   Ombudsman   None
Kristin Weisser   Conflicts Officer   None

 

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

 

Item 33. Location of Accounts and Records

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

 

  Registrant, 225 Franklin Street, Boston, MA 02110;

 

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

 

  Registrant’s subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830;

 

  Registrant’s subadviser, BMO Asset Management, Corp., 115 South LaSalle Street, 11 th Floor, Chicago, IL, 60603;

 

  Registrant’s subadviser, Conestoga Capital Advisors, LLC, 550 East Swedesford Road, Suite 120, Wayne, PA 19087;

 

  Registrant’s subadviser, Dalton, Greiner, Hartman, Maher & Co., 565 Fifth Avenue, Suite 2101, New York, NY 10017;

 

  Registrant’s subadviser, EAM Investors, LLC, 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007;

 

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

 

  Registrant’s subadviser, Federated Investment Management Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779;

 

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

 

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

 

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

 

  Registrant’s subadviser, Wasatch Advisors, Inc., 505 Wakara Way, 3 rd Floor, Salt Lake City, UT 84108;

 

  Registrant’s subadviser, Water Island Capital, LLC, 41 Madison Avenue, 42nd floor, New York, NY 10010;


  Registrant’s provider of advisory service as delegated by DGHM, Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, FL 34102;

 

  Registrant’s former subadviser, Nordea Investment Management North America, Inc., 437 Madison Avenue, New York, NY 10022;

 

  Registrant’s former subadviser, RS Investment Management Co. LLC, 388 Market Street, Suite 1700, San Francisco, CA 94111;

 

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

 

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

 

  Registrant’s custodian, JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19 th Floor, New York, NY 10005; and

 

  Registrant’s former custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111.

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

Item 34. Management Services

Not Applicable.

Item 35. Undertakings

Not Applicable.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS SERIES TRUST I, has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 11th day of April, 2016.

 

COLUMBIA FUNDS SERIES TRUST I
By:  

/s/ Christopher O. Petersen

  Christopher O. Petersen
  President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 11 th day of April, 2016.

 

Signature    Capacity   Signature   Capacity

/s/ Christopher O. Petersen

   President  

/s/ David M. Moffett*

  Trustee
Christopher O. Petersen    (Principal Executive Officer)   David M. Moffett  

/s/ Michael G. Clarke*

   Chief Financial Officer  

/s/ Charles R. Nelson*

  Trustee
Michael G. Clarke   

(Principal Financial Officer)

Chief Accounting Officer (Principal Accounting Officer)

  Charles R. Nelson  

/s/ Douglas A. Hacker*

   Chair of the Board  

/s/ John J. Neuhauser*

  Trustee
Douglas A. Hacker      John J. Neuhauser  

/s/ Janet L. Carrig*

   Trustee  

/s/ Patrick J. Simpson*

  Trustee
Janet L. Carrig      Patrick J. Simpson  

/s/ Nancy T. Lukitsh*

   Trustee  

/s/ William F. Truscott*

  Trustee
Nancy T. Lukitsh      William F. Truscott  

/s/ William E. Mayer*

   Trustee  

/s/ Anne-Lee Verville*

  Trustee
William E. Mayer      Anne-Lee Verville  

 

*   By:  

/s/ Joseph L. D’ Alessandro

  Name:   Joseph L. D’ Alessandro**
    Attorney-in-fact

 

** Executed by Joseph L. D’ Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated February 16, 2015 and incorporated by reference to Post-Effective Amendment No. 221 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(3)), filed with the Commission on February 27, 2015, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 26, 2016, and incorporated by reference to Post-Effective Amendment No. 251 to Registration Statement No. 2-99356 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 12, 2016.


SIGNATURES

ASGM Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASGM Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 11th day of April, 2016.

 

ASGM OFFSHORE FUND, LTD.
By:  

/s/ Amy K. Johnson

  Amy K. Johnson
  Director

This Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASGM Offshore Fund, Ltd., has been signed below by the following persons in the capacities indicated on the 11th day of April, 2016.

 

Signature    Capacity    

/s/ Amy K. Johnson

   Director, ASGM Offshore Fund, Ltd.  
Amy K. Johnson     

/s/ Anthony P. Haugen

   Director, ASGM Offshore Fund, Ltd.  
Anthony P. Haugen     

/s/ Christopher O. Petersen

   Director, ASGM Offshore Fund, Ltd.  
Christopher O. Petersen     


SIGNATURES

ASMF Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASMF Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and The State of Minnesota on the 11th day of April, 2016.

 

ASMF OFFSHORE FUND, LTD.
By:  

/s/ Amy K. Johnson

  Amy K. Johnson
  Director

This Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASMF Offshore Fund, Ltd., has been signed below by the following persons in the capacities indicated on the 11th day of April, 2016.

 

Signature    Capacity    

/s/ Amy K. Johnson

   Director, ASMF Offshore Fund, Ltd.  
Amy K. Johnson     

/s/ Anthony P. Haugen

   Director, ASMF Offshore Fund, Ltd.  
Anthony P. Haugen     

/s/ Christopher O. Petersen

   Director, ASMF Offshore Fund, Ltd.  
Christopher O. Petersen     


Exhibit Index

 

(d)(14)(i)   Amendment No. 1, dated March 9, 2016, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Loomis, Sayles and Company, L.P., dated December 4, 2013
(e)(1)   Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016
(e)(1)(i)   Restated Schedule I, dated March 1, 2016 and Schedule II, to Amended and Restated Distribution Agreement by and between the Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016
(h)(2)   Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016
(h)(2)(i)   Schedule A, effective March 1, 2016 and Schedule B, effective October 1, 2015, to the Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated March 1, 2016
(h)(9)(i)   Restated Credit Agreement, as of December 8, 2015
(p)(1)   Code of Ethics of Columbia Atlantic Board Funds, effective February 2016
(p)(3)   Code of Ethics of AQR Capital Management, LLC (a subadviser of Active Portfolios ® Multi-Manager Alternative Strategies Fund), effective September 1, 2015
(p)(4)   Code of Ethics of Dalton, Greiner, Hartman, Maher & Co., LLC (a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), dated November 24, 2015
(p)(5)   Code of Ethics and Standards of Business Conduct of EAM Investors, LLC (a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), effective June 25, 2015
(p)(6)   Code of Ethics for Access Persons of Federated Investment Management Company (a subadviser of Active Portfolios ® Multi-Manager Total Return Bond Fund (formerly known as Active Portfolios ® Multi-Manager Core Plus Bond Fund)), effective January 1, 2016
(p)(7)   Code of Ethics of TCW Investment Management Company (a subadviser of Active Portfolios ® Multi-Manager Total Return Bond Fund (formerly known as Active Portfolios ® Multi-Manager Core Plus Bond Fund)), dated October 1, 2015
(p)(9)   Code of Ethics of Water Island Capital, LLC (a subadviser of Active Portfolios ® Multi-Manager Alternative Strategies Fund), effective September 1, 2015
(p)(10)   Code of Ethics of Real Estate Management Services Group, LLC. (provides advisory services as delegated by Dalton, Greiner, Hartman, Maher & Co., LLC, a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), dated July 1, 2015
(p)(11)   Code of Ethics of Conestoga Capital Advisors, LLC (a subadviser of Active Portfolios ® Multi-Manager Small Cap Equity Fund), dated January 1, 2016
(p)(12)   Code of Ethics of Loomis, Sayles and Company, L.P. (subadviser of Active Portfolios ® Multi-Manager Growth Fund and Active Portfolios ® Multi-Manager Core Plus Bond Fund), effective January 14, 2000, as amended September 30, 2015

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

This Amendment No. 1 (the “Amendment”), made and entered into as of March 9, 2016, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Loomis, Sayles & Company, L.P., a Delaware limited partnership (“Subadviser”), dated December 4, 2013 (the “Agreement”).

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

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective April 11, 2016, Active Portfolios ® Multi-Manager Core Plus Bond Fund as a “Fund” covered by the Agreement.

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

 

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

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

 

  2. Portfolio Management . Section 1(a) of the Agreement shall be, and hereby is, amended by adding the following as paragraph (vi):

 

  (vi) Management of Funds with Multiple Subadvisers . Subadviser’s responsibilities for providing services to a Fund shall be limited to the portion of the Fund’s assets allocated to Subadviser (“Subadviser Account”). Subadviser shall not, without the prior approval of Investment Manager, effect any transactions that would cause the Subadviser Account, treated as a separate fund, to be out of compliance with the Fund’s investment objectives, policies and restrictions. Subadviser shall not consult with any other subadviser of a Fund concerning transactions for the Fund in securities or other assets.

 


  3. Duration . The first sentence of Section 9 shall be, and hereby is, deleted and replaced with the following sentence:

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

 

  4. Portfolio Management . Section 1(a) of the Agreement shall be, and hereby is, amended by adding the following as paragraph 1(a)(iii)(D):

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

 


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

 

  5. The following shall be, and is hereby added as Section 22 to the Agreement:

No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

 

  6. Notices . Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following:

Subadviser:

Loomis Sayles & Company, L.P.

One Financial Center

Boston, MA 02111

Lauren B. Pitalis

(617) 346-9894 Ph.

(617) 542-6389 Fax.

 


with a copy to:

Loomis Sayles & Company, L.P.

One Financial Center

Boston, MA 02111

Attn: General Counsel

Ph. (800) 343-2029

Fax (617) 482-0653

Notices of Capital Additions & Withdrawals must be sent

to Gward@loomissayles.com and cash@loomissayles.com

Investment Manager:

Paul Mikelson

Vice President, Subadvised Strategies

Columbia Threadneedle Investments

707 2 nd Ave. S, Routing: H17 435

Minneapolis, MN 55402

Tel:    (612) 671-4452

Fax:   (612) 671-0618

with a copy to:

Christopher O. Petersen

Vice President and Lead Chief Counsel

Ameriprise Financial, Inc.

5228 Ameriprise Financial Center, Routing: 27/5228

Minneapolis, MN 55474

Tel:    (612) 671-4321

Fax:   (612) 671-2680

 

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

 


  8. The following shall be, and is hereby added as Section 21 to the Agreement:

Miscellaneous . Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This Amendment may be executed in counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same agreement. As modified herein, the Agreement is confirmed and remains in full force and effect.

 

  9. Duration and Termination . Section 9(c) to the Agreement shall be, and hereby is, deleted and replaced with the following:

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 22 shall survive such termination of the Agreement.

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

 


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

 

Columbia Management Investment Advisers, LLC     Loomis, Sayles & Company, L.P.
By:  

Jeffrey L. Knight

    By:  

Lauren B. Pitalis

  Signature       Signature
Name:  

Jeffrey L. Knight

    Name:  

Lauren B. Pitalis

  Printed       Printed
Title:  

Managing Director, Global Head of Investment Solutions and Head of Global Asset Allocation

    Title:  

Vice President

 


AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

 

Distribution Agreement – CFST I

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made as of March 1, 2016, by and between each trust (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, as listed on Schedule I, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust, as relevant), and Columbia Management Investment Distributors, Inc., a Delaware corporation (the “Distributor”) and amends and restates the Distribution Agreement dated September 7, 2010, by and between the Trust on behalf of each Fund and the Distributor. Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio of the Trust established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I. For the avoidance of doubt, the provisions of this Agreement shall apply separately with respect to each Trust and Fund, as relevant.

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust desires to retain the Distributor as the exclusive distributor of the units of beneficial interest in all classes of shares (“Shares”) of the Trust and each Fund, if applicable, and the Distributor is willing to render such services; and

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. SERVICES AS DISTRIBUTOR.

1.1. The Distributor will act as agent for the distribution of Shares in accordance with any instructions of the Trust’s Board of Trustees or Board of Directors, as applicable (the Board of Trustees or Board of Directors, as applicable, hereinafter referred to as the “Board”), and with the registration statement applicable to the Trust then in effect under the Securities Act of 1933, as amended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, but not limited to, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed.

1.2. The Distributor agrees to use reasonable efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with


such solicitation. The Distributor agrees to offer and sell Shares at the applicable public offering price or net asset value next determined after an order is received, in accordance with the terms and conditions set forth in the then-current prospectus(es) applicable to the Fund. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Trust and the Funds, as applicable. The Trust further understands that existing and future investors in the Trust and each Fund, if applicable, may invest in shares of such other portfolios. The Trust agrees that the Distributor’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. The Distributor agrees that any outstanding shares of a Fund may be tendered for redemption at any time in accordance with the terms and conditions set forth in the then-current prospectus.

1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature.

1.4. The Trust shall be responsible for expenses relating to the execution of any and all documents and the furnishing of any and all information and otherwise taking, or causing to be taken, all actions that may be reasonably necessary in connection with the registration of Shares under the 1933 Act and the Trust under the 1940 Act and the qualification of Shares for sale under the so-called “blue sky” laws in such states as the Trust directs and in such states as the Distributor may recommend to the Trust which the Trust approves, and the Trust shall pay all fees and other expenses incurred in connection with such registration and qualification.

1.5. The Distributor shall be responsible for preparing, reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to the Trust and each Fund, if applicable, and shall file with the FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations.

1.6. In connection with all matters relating to this Agreement, the Trust and the Distributor agree to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the FINRA and all other applicable federal and state laws, rules and regulations. The Distributor agrees to provide the Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, such laws, rules and regulations.

1.7. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of, Shares until such time as those officers deem it advisable to accept such orders and to make such sales.


1.8. The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the operations and performance of the Trust and each Fund, if applicable, and Shares as the Distributor may reasonably request and the Trust warrants that such information shall be true and correct. Without limiting the foregoing, the Trust shall also furnish the Distributor upon reasonable request by it : (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to the Trust and each Fund, if applicable, and (b) from time to time such additional information regarding the financial condition of the Trust and each Fund, if applicable.

1.9. The Trust may from time-to-time adopt one or more distribution plans pursuant to Rule 12b-1 under the 1940 Act. As compensation for services rendered hereunder, the Distributor shall be entitled to receive from the Trust/Fund the payments set forth on Schedule II attached hereto, as the same may be amended from time-to-time by agreement of the parties hereto. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and have the right to reallow a portion thereof) as specified in the Trust’s registration statement and the Trust or its agent shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of Shares as specified in the Trust’s registration statement, subject to its adherence to applicable disclosure and other requirements. The Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement.

1.10. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any.

1.11. The Distributor is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions (collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief. The Selling Agent Agreements shall be on the general forms that are approved by the Board. The Distributor also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Distributor determines that the Trust’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general form(s) of Selling Agent Agreement approved by the Board, and provided further that the Distributor determines that the overall terms of any such agreement are not materially less advantageous to the Trust than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board. In entering into and performing any agreements, the Distributor shall act as principal and not as agent for the Trust or any Fund, if applicable. Upon the failure of any Intermediary to pay for any order for the purchase of Shares in accordance with the terms of the Trust’s or any Fund’s, if applicable, prospectus, the Trust or any Fund, if applicable, shall have the right to cancel the sale of such Shares and thereupon the Distributor shall be responsible for any loss sustained as a result thereof.


2. REPRESENTATIONS; INDEMNIFICATION.

2.1. The Trust represents to the Distributor that all registration statements with respect to Shares and shareholder reports with respect to the Trust or any Fund, if applicable, filed by the Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. The Trust/Fund further represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, and any shareholder report, when such report is filed, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement or shareholder report will be true and correct in all material respects when such registration statement becomes effective, or when such shareholder report is filed; and that no registration statement, when such registration statement becomes effective, and no shareholder report, when such shareholder report is filed, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; provided, however, that the foregoing representations and warranties shall not apply to any untrue statement of material fact or omission made in any registration statement or shareholder report in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in preparation thereof. The Trust authorizes the Distributor and authorized Intermediaries to use any prospectus or statement of additional information in the form furnished from time-to-time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.

2.2. The Trust agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and all reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon (a) any material breach by the Trust of any provision of this Agreement, or (b) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or shareholder report or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or shareholder report or necessary to make any statement in such documents not misleading; provided, however, that the Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or shareholder report or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which the Distributor, is officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Distributor, its officers or directors, or any controlling person thereof, or by reason of the reckless disregard of the obligations and duties under this Agreement by the Distributor, its officers or directors, or any controlling person thereof.


The Trust’s agreement to indemnify, as set forth herein, the Distributor, its officers and directors, and any controlling person thereof, as set forth herein, is expressly conditioned upon the Trust’s being notified of any action brought against the Distributor, its officers or directors, or any controlling person thereof, such notification to be given in writing and to be transmitted by personal delivery, first class mail, overnight courier, facsimile or other electronic means to the Trust within a reasonable period of time after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from any liability hereunder, which the Trust may have to the person against whom, such action is brought, except to the extent the Trust has been actually prejudiced by such delay. The Trust will be entitled to assume at its own expense the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by the Distributor, which approval shall not unreasonably be withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but if the Trust does not elect to assume the defense of any such suit, or if the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Distributor or them.

The Trust’s indemnification agreement contained in this paragraph 2.2 and the Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers or directors, or any controlling person thereof, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers, Trustees, or Directors in connection with the issue and sale of any Shares.

2.3. The Distributor agrees to indemnify, defend and hold the Trust, its several officers, Trustees and Directors, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and all reasonable counsel fees incurred in connection therewith) which the Trust, its officers, Trustees or Directors or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers, Trustees or Directors, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by the Distributor or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement or shareholder reports, or any omission, or alleged omission, to state a material fact in connection with such information furnished by the Distributor or any affiliate thereof to the Trust or its counsel required to be stated in such information or necessary to make such information not misleading, (b) any untrue


statement of a material fact contained in any sales literature prepared by the Distributor, or any omission to state a material fact required to be stated therein or necessary to make such sales literature not misleading (except to the extent arising out of information furnished by the Trust to the Distributor for use therein), (c) any willful misfeasance, bad faith or negligence in the performance of the Distributor’s obligations and duties under the Agreement or by reason of its reckless disregard thereof, or (d) any breach by the Distributor of any provision of this Agreement.

The Distributor’s agreement to indemnify the Trust, its officers, Trustees and Directors, and any controlling person thereof, as set forth herein, is expressly conditioned upon the Distributor’s being notified of any action brought against the Trust, its officers, Trustees or Directors, or any controlling person thereof, such notification to be given in writing and to be transmitted by personal delivery, first class mail, overnight courier, facsimile, e-mail or other electronic means to the Distributor by the person against whom such action is brought, within a reasonable period of time after the summons or other first legal process shall have been served. The failure to so notify the Distributor of any such action shall not relieve the Distributor or any affiliate thereof from any liability hereunder, which the Distributor or any affiliate thereof may have to the Trust, its officers, Trustees or Directors, or to controlling person thereof by reason of any such untrue or alleged untrue statement, or omission or alleged omission, or other conduct covered by this indemnity agreement, except to the extent the Distributor has been actually prejudiced by such delay. The Distributor shall have the right to control the defense of such action, with counsel of good standing of its own choosing, approved by the Board which approval shall not unreasonably be withheld, if such action is based solely upon such misstatement or omission, or alleged misstatement or omission, on the Distributor’s part or any affiliate thereof.

2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose. Thereafter, no Shares shall be offered by either the Distributor or the Trust and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.4 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund’s prospectus(es) or of the Declaration of Trust.

3. CONFIDENTIALITY.

The Trust and Distributor may receive from each other information, or access to information, about the shareholders generally and specifically (collectively, “Shareholder Information”) including, but not limited to, nonpublic personal information such as a shareholder’s name, address, telephone number, account relationships, account balances and account histories. Each of the Trust and Distributor agrees, on behalf of their respective agents and employees that all information, including Shareholder Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required


by order of a court or governmental authority, including by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose Shareholder Information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, including, among other uses, its use under applicable provisions of the SEC’s Regulation S-P in the ordinary course of carrying out the purposes of this Agreement.

4. ANTI-MONEY LAUNDERING PROGRAM.

The Distributor represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of the AML Program identifies any material deficiency, and (c) will promptly remedy any material deficiency regarding the AML Program of which it learns.

5. RULE 22c-2.

Each of the Trust and the Distributor agree to comply with the requirements of Rule 22c-2 of the 1940 Act. Further, the Trust represents that the Board has made the findings contemplated by Rule 22c-2(a)(1).

6. LIMITATIONS OF LIABILITY.

The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Trust or any Fund, if applicable, in connection with matters to which this Agreement relates, except as provided in paragraph 2.3 hereof, and except a loss resulting from the willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

7. TERM.

7.1. This Agreement shall become effective on the date of its execution and, unless sooner terminated as provided herein, shall continue in effect for a period of two (2) years from the date written above. This Agreement shall thereafter continue from year to year, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Trust or any Fund, if applicable, provided that in either event the continuance is also approved by the majority of the members of the Board who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval.

7.2. This Agreement is terminable with respect to the Trust or any Fund without penalty, on not less than sixty (60) days’ written notice, by the Board, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of such Trust or any Fund, if applicable, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act). Upon termination, the obligations of the parties under this Agreement shall cease except for unfulfilled obligations and liabilities arising prior to termination and the provisions of Sections 2, 3, 5, 7.2, 8, 9 and 10.


8. LIMITED RECOURSE

A reference to each Trust and the Trustees or Directors, as applicable, of each Trust refer respectively to the Trust created by the Declaration of Trust or articles of incorporation and the Trustees or Directors as Trustees or Directors but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer, director or shareholder shall be personally liable for any such liabilities. All persons dealing with any Trust or any Fund, if applicable, must look solely to the property belonging to such Trust or any Fund, if applicable, for the enforcement of any claims against the Trust.

9. NO THIRD-PARTY BENEFICIARIES.

For the avoidance of doubt, and without in any way indicating or implying that there are any third-party beneficiaries to the Agreement or any other agreement to which Trust or any series thereof is a party, no person other than each Trust and the Distributor shall be deemed to be a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than each Trust and the Distributor (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against a Trust or the Distributor, or (ii) create or give rise to any duty or obligation on the part of the Distributor or a Trust (including without limitation any fiduciary or other duty) to any person.

10. MISCELLANEOUS.

10.1. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

10.2. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts as in effect as of the date hereof and the applicable provisions of the 1940 Act. To the extent that the applicable law of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. Each Trust and the Distributor hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between any Trust and the Distributor arising out of this Agreement shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts. Each Trust and the Distributor hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any such party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.


11. NOTICES.

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice.

12. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

A copy of the Agreement and Declaration of Trust of the Trusts that are organized as Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts, and the Distributor acknowledges that this Agreement is executed on behalf of each Fund by an officer thereof in his or her capacity as an officer thereof and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon the assets and property of the Trusts. The Distributor further acknowledges that the assets and liabilities of each Fund that is a series of a Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust are binding solely upon the assets or property of such Fund. The Distributor also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.


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

 

EACH TRUST DESIGNATED IN SCHEDULE I,

on behalf of its respective Funds, if any

By:  

/s/ Christopher O. Petersen

Name:   Christopher O. Petersen
Title:   President
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:  

/s/ Jeffrey F. Peters

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

Distribution Agreement Schedule – CFST I

Schedule I

As of March 1, 2016

Columbia Funds Series Trust I

Active Portfolios Multi-Manager Alternative Strategies Fund

Active Portfolios Multi-Manager Core Plus Bond Fund

Active Portfolios Multi-Manager Growth Fund

Active Portfolios Multi-Manager Small Cap Equity Fund

Columbia Adaptive Risk Allocation Fund

Columbia Adaptive Alternatives Fund

Columbia AMT-Free Connecticut Intermediate Muni Bond Fund

Columbia AMT-Free Intermediate Muni Bond Fund

Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund

Columbia AMT-Free New York Intermediate Muni Bond Fund

Columbia AMT-Free Oregon Intermediate Muni Bond Fund

CMG Ultra Short Term Bond Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia California Tax-Exempt Fund

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Diversified Absolute Return Fund

Columbia Diversified Real Return Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Global Dividend Opportunity Fund

Columbia Global Energy and Natural Resources Fund

Columbia Global Technology Growth Fund

Columbia Global Unconstrained Bond Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia Intermediary Alternatives Fund

Columbia Large Cap Growth Fund

Columbia Mid Cap Growth Fund

Columbia Multi-Asset Income Fund

Columbia New York Tax-Exempt Fund

Columbia Pacific/Asia Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Small Cap Core Fund

Columbia Small Cap Growth Fund I

Columbia Small Cap Value Fund I

Columbia Strategic Income Fund

Columbia Tax-Exempt Fund

Columbia Total Return Bond Fund

Columbia U.S. Social Bond Fund

Columbia U.S. Treasury Index Fund

Columbia Value and Restructuring Fund


Distribution Agreement Schedule – CFST I

 

SCHEDULE II

COMPENSATION

COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be entitled to receive (i) payments pursuant to any Distribution Plan and related agreement from time to time in effect between any Fund and Distributor or any particular class of shares of a Fund (“12b-1 Plan”), (ii) any CDSC applicable to the redemption of a Fund’s Shares, determined in the manner set forth in the then current prospectus and Statement of Additional Information of that Fund, and (iii) any applicable front-end sales charges applicable to the sale of Shares, less any applicable dealer discount.

Approved as of: September 7, 2010

TA Agreement – CFST I

TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT

This agreement (the “Agreement”) is made as of March 1, 2016, by and between the trust acting on behalf of its series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts) (each such trust being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust), and Columbia Management Investment Services Corp., a Minnesota corporation (“CMISC”) and amends and restates the Transfer and Dividend Disbursing Agent Agreement dated September 7, 2010, by and between the Trust on behalf of each Fund and CMISC.

WHEREAS, each Trust is a registered investment company and desires that CMISC perform certain services for the Funds; and

WHEREAS, CMISC is willing to perform such services upon the terms and subject to the conditions set forth herein.

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

1. Appointment . Each Trust hereby appoints CMISC to act as Transfer Agent and Dividend Disbursing Agent for the Funds, and CMISC accepts such appointments and will perform the respective duties and functions of such appointments, and also agrees to act as agent for the Funds’ shareholders in connection with the shareholder plans and services described in paragraphs 12 and 13, below, in the manner hereinafter set forth.

2. Compensation . Each Trust shall pay to CMISC, or to such person(s) as CMISC may from time to time instruct, for services rendered and costs incurred in connection with the performance of duties hereunder, such compensation and reimbursement as may from time to time be approved by the Board of Trustees/Directors (the “Board”) of the Trust.

Schedule B hereto sets forth the compensation and reimbursement arrangements to be effective as of the date of this Agreement, and the treatment of all interest earned with respect to balances in the accounts maintained by CMISC referred to in paragraphs 5, 9 and 10 of this Agreement, net of any charges imposed by the bank(s) at which CMISC maintains such accounts.

3. Copies of Documents . Each Trust will furnish CMISC with copies of the following documents: the Declaration of Trust of the Trust and all amendments thereto; and the Trust’s registration statement (the “Registration Statement”) as in effect on the date hereof under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and all amendments or supplements thereto hereafter filed. The prospectus(es) and statement(s) of additional information contained in each such Registration Statement, as from time to time amended and supplemented, together are herein collectively referred to as the “Prospectus.”


4. Lost or Destroyed Certificates . In case of the alleged loss or destruction of any shareholder certificate, no new certificate shall be issued in lieu thereof. CMISC shall cancel such lost or destroyed certificate, and, provided that the purported holder of such lost or destroyed certificate furnishes to CMISC an affidavit of loss of the shares represented by such lost or destroyed certificate in a form satisfactory to CMISC, supported by an appropriate bond satisfactory to CMISC and the Trust and issued by a surety company satisfactory to CMISC, CMISC shall reflect the ownership by such holder of the shares represented by such lost or destroyed certificate in its book entry system.

5. Receipt of Funds for Investment . CMISC will maintain one or more accounts with its cash management bank into which it will deposit funds payable to CMISC as agent for, or otherwise identified as being for the account of, each Fund or its principal underwriter (the “Distributor”), prior to crediting such funds to the respective accounts of the Fund and the Distributor. Thereafter, CMISC will determine the amount of any such funds due a Fund (equal to the number of Fund shares sold by the Fund computed pursuant to paragraph 6 hereof, multiplied by the net asset value of a Fund share (calculated as described in the Prospectus) next determined after receipt of such purchase order) and due the Distributor (equal to the sales charge applicable to such sale computed pursuant to paragraph 8 hereof), respectively, deposit the portion due the Distributor in an account as may from time to time be designated by the Distributor, deposit the net amount due the Fund in the Fund’s account with its custodian (the “Custodian”), notify the Distributor (such notification to the Distributor to include the amount of such sales charge to be remitted by the Distributor to any dealer participating in the sale, computed pursuant to paragraph 8 hereof) and the Fund, respectively, of such deposits, such notification to be given as soon as practicable on the next business day stating the total amount deposited to said accounts during the previous business day. Such notification shall be in writing.

6. Shareholder Accounts . Upon receipt of any funds referred to in paragraph 5 hereof, CMISC will compute the number of shares purchased by the shareholder according to the net asset value of Fund shares next determined after such receipt less any applicable sales charge, calculated pursuant to paragraph 8 hereof; and

(a) in the case of a new shareholder, open and maintain an open account for such shareholder in the name or names set forth in the subscription application form;

(b) send to the shareholder a confirmation indicating the amount of full and fractional shares purchased (in the case of fractional shares, rounded to three decimal places) and the price per share; and

(c) in the case of a request to establish an accumulation plan, withdrawal plan, group plan or other plan or program being offered by the Fund’s Prospectus, open and maintain such plan or program for the shareholder in accordance with the terms thereof;

all subject to any reasonable instructions which the Distributor or a Trust may give to CMISC with respect to rejection of orders for shares and in accordance with the Prospectus.

 

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7. Unpaid Checks . In the event that any check or other order for payment of money on the account of any shareholder or new investor is returned for any reason, CMISC will take such steps, including imposition of a reasonable processing or handling fee on such shareholder or investor, as CMISC may, in CMISC’s discretion, deem appropriate, or as a Trust or the Distributor may instruct CMISC.

8. Sales Charge . In computing the number of shares to credit to the account of a shareholder pursuant to paragraph 6 hereof, CMISC will calculate applicable sales charges, commissions or other amounts, if any, with respect to each purchase as set forth in the Prospectus and in accordance with any notification filed with respect to combined and accumulated purchases. CMISC will also determine the portion of each sales charge, commission or other amount, if any, payable by the Distributor to the dealer participating in the sale in accordance with such schedules as are from time to time delivered by the Distributor to CMISC.

9. Dividends and Distributions . Each Trust will promptly notify CMISC of the declaration of any dividend or distribution with respect to shares of Funds of such Trust, the amount of such dividend or distribution, the date each such dividend or distribution shall be paid, and the record date for determination of shareholders entitled to receive such dividend or distribution. As Dividend Disbursing Agent, CMISC will, on or before the payment date of any such dividend or distribution, notify the Custodian of the estimated amount of cash required to pay such dividend or distribution, and each Trust agrees that on or before the mailing date of such dividend or distribution it will instruct the Custodian to make available to CMISC sufficient funds therefor in a dividend and distribution account maintained by CMISC with the Custodian. As Dividend Disbursing Agent, CMISC will prepare and distribute to shareholders any funds to which they are entitled by reason of any dividend or distribution and, in the case of shareholders entitled to receive additional shares by reason of any such dividend or distribution, CMISC will make or cause to be recorded appropriate credits to their accounts and prepare and mail to shareholders a confirmation statement. CMISC will replace lost or stolen checks issued to a shareholder upon receipt of proper notification and will maintain any stop payment order against the lost or stolen checks, subject to the imposition of a reasonable processing or handling fee on such shareholder, as CMISC may, in CMISC’s discretion, deem appropriate, or as each Trust or the Distributor may instruct CMISC.

10. Repurchase and Redemptions . CMISC will receive and stamp with the date of receipt all requests delivered to CMISC for repurchase or redemption of shares and CMISC will process such repurchases as agent for the Distributor and such redemptions as agent for each Trust as follows, all in accordance with the terms and procedures set forth in the Fund’s Prospectus:

(a) If such request complies with standards for repurchase or redemption approved from time to time by the Trust, CMISC will, on or prior to the seventh calendar day succeeding the receipt of any such request for repurchase or redemption in good order, deposit any contingent deferred sales charge (“CDSC”) due the Distributor in its account with such bank as may from time to time be designated by the Distributor and pay to the shareholder from funds deposited by the Trust from time to time in a repurchase and redemption account maintained by CMISC with its cash management bank, the appropriate repurchase or redemption price, as the case may be, as set forth in the Prospectus;

 

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(b) If such request does not comply with said standards for repurchase or redemption as approved by the Trust, CMISC will promptly notify the shareholder of such fact, together with the reason therefor, and shall effect such repurchase or redemption at the price in effect at the time of receipt of documents complying with said standards, or, in the case of a repurchase, at such other time as the Distributor, as agent for the Trust, shall so direct; and

(c) CMISC shall notify the Trust and the Distributor as soon as practicable on each business day of the total number of Fund shares covered by requests for repurchase or redemption that were received by CMISC in proper form on the previous business day, and shall notify the Distributor of deposits to its account with respect to any CDSC, each such notification to be confirmed in writing.

11. Exchanges and Transfers . Upon receipt by CMISC of a request to exchange Fund shares held in a shareholder’s account for shares of another Fund, CMISC will verify that the exchange request is made by authorized means and that the requested exchange is in accordance with the Trust’s applicable policies and will process a redemption and corresponding purchase of shares in accordance with each Trust’s redemption and purchase policies and in accordance with the redemption and purchase provisions of this Agreement. Upon receipt by CMISC of a request to transfer Fund shares accompanied by such endorsements, instruments of assignment or evidence of succession as CMISC may require and further accompanied by payment of any applicable transfer taxes, and satisfaction of any conditions contained in the Trust’s Declaration of Trust, By-Laws, and Prospectus, CMISC will record the transfer of ownership of such shares in the appropriate records and will process the transfer in accordance with the Trust’s transfer policies and will open an account for the transferee, if a new shareholder, in accordance with the provisions of this Agreement.

12. Systematic Withdrawal Plans . CMISC will administer systematic withdrawal plans pursuant to the provisions of withdrawal orders duly executed by shareholders and the relevant Fund’s Prospectus. Payments upon such withdrawal orders shall be made by CMISC from the appropriate account maintained by the Trust with the Custodian. Prior to each payment date, CMISC will withdraw from a shareholder’s account and present for repurchase or redemption as many shares as shall be sufficient to make such withdrawal payment pursuant to the provisions of the shareholder’s withdrawal plan and the relevant Fund’s Prospectus.

13. Letters of Intent and Other Plans . CMISC will process such letters of intent for investing in Fund shares as are provided for in the Prospectus, and CMISC will act as escrow agent pursuant to the terms of such letters of intent duly executed by shareholders. CMISC will make appropriate deposits to the account of the Distributor for the adjustment of sales charges as therein provided and will concurrently report the same to the Distributor, it being understood, however, that computations of any adjustment of sales charges shall be the responsibility of the Distributor or the Trust. CMISC will process such accumulation plans, group programs and other plans or programs for investing in shares as are provided for in the Prospectus. In connection with any such plan or program, and with systematic withdrawal plans described in paragraph 12 hereof, CMISC will act as plan agent for shareholders and in so acting shall not be the agent of the Trust.

 

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14. Tax Forms and Reports . CMISC will prepare, file with the Internal Revenue Service and with any other foreign, federal, state or local governmental agency which may require such filing, and, if required, mail to shareholders such forms and reports for reporting dividends and distributions paid by the Funds as are required to be so prepared, filed and mailed by applicable laws, rules and regulations, and CMISC will withhold from distributions to shareholders such sums as are required to be withheld under applicable foreign, federal and state income tax laws, rules and regulations.

15. Record Keeping . CMISC will maintain records, which at all times will be the property of each respective Trust and available for inspection by the Trust and Distributor, showing for each shareholder’s account the following:

(a) Name, address and United States taxpayer identification or Social Security number, if provided (or amounts withheld with respect to dividends and distributions on shares if a taxpayer identification or Social Security number if not provided);

(b) Number of shares held and number of shares for which certificates have been issued;

(c) Historical information regarding the account of each shareholder, including dividends and distributions paid, if any, and the date and price for all transactions on a shareholder’s account;

(d) Any stop or restraining order placed against a shareholder’s account;

(e) Information with respect to withholdings of taxes on dividends paid to foreign accounts; and

(f) Any instruction as to letters of intent, record address, and any correspondence or instructions or privileges (such as a telephone exchange privilege), relating to the maintenance of a shareholder’s account.

In addition, CMISC will keep and maintain on behalf of each respective Trust all records which the Trust or CMISC is required to keep and maintain pursuant to any applicable statute, rule or regulation, including without limitation, Rules 17Ad-6 and 17Ad-7 under the Securities Exchange Act of 1934, and Rule 31(a)-1 under the Investment Company Act of 1940, relating to the maintenance of records in connection with the services to be provided hereunder.

16. Other Information Furnished . CMISC will furnish to each Trust and the Distributor or to third parties at their direction, such as the Trust’s Blue Sky service provider, such other information, including shareholder lists and statistical information as may be agreed upon from time to time between CMISC and the Trust. CMISC shall notify a Trust of any request or demand to inspect the share records books of the Trust and will act upon the instructions of the Trust as to permitting or refusing such inspection. CMISC will also provide reports pertaining to the services provided under this Agreement as the Trust or its Board may reasonably request.

 

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17. Shareholder Inquiries . CMISC will respond promptly to written correspondence from shareholders, registered representatives of broker-dealers engaged in selling Fund shares, the Trust and the Distributor relating to its duties hereunder, and such other correspondence or communications as may from time to time be mutually agreed upon between CMISC and each Trust. CMISC also will respond promptly to telephone inquiries from shareholders with respect to existing accounts.

18. Communications to Shareholders and Meetings . CMISC will determine all shareholders entitled to receive, and will address and mail, all communications by a Trust to its shareholders, including annual and semi-annual reports to shareholders, proxy material for meetings of shareholders, dividend notifications, and other periodic communications to shareholders. CMISC will receive, examine and tabulate returned and completed proxy cards for meetings of shareholders and certify the vote to the Trust.

19. Other Services . If and as requested by the Trust (and as mutually agreed upon by the parties as to any reasonable out-of-pocket expenses), CMISC shall provide any additional related services, including but not limited to services pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets Control and all matters relating to the foregoing.

20. Insurance . CMISC will maintain adequate insurance coverage with respect to the services provided under this Agreement, and will not allow such insurance coverage to lapse, without the prior written consent of each Trust.

21. Service Levels . CMISC agrees to report to the Board of each Trust on the nature and quality of the services it provides to the Funds under this Agreement, as may be requested by the Board from time to time.

22. Duty of Care and Indemnification . CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof.

CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC.

 

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Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s bad faith or negligence.

In any case in which a Trust may be asked to indemnify or hold harmless CMISC, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification.

23. Employees . CMISC is responsible for the employment, control and conduct of its agents and employees and for injury or harm to such agents or employees or to others caused by such agents or employees. CMISC assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

24. AML/CIP . CMISC agrees to use its best efforts to provide anti-money laundering services to each Trust and to operate the Trust’s customer identification program, in each case in accordance with the written procedures developed by CMISC and adopted or approved by the Board of the Trust and with applicable law and regulation. CMISC further agrees to cooperate with any request from examiners or other personnel of U.S. Government agencies having jurisdiction over the Trust for information and records relating to the anti-money laundering procedures or services and consents to inspection by such examiners or other personnel for this purpose.

25. Termination . This Agreement shall continue indefinitely until terminated (with respect to any Trust) by not less than sixty (60) days’ written notice given by the Trust to CMISC or by six (6) months’ written notice given by CMISC to the Trust. Upon termination hereof, the relevant Trust shall pay such compensation as may be due to CMISC as of the date of such termination.

26. Successors . In the event that in connection with termination of this Agreement a successor to any of CMISC’s duties or responsibilities hereunder is designated by a Trust by written notice to CMISC, CMISC shall promptly, at the expense of the Trust, transfer to such successor a certified list of the shareholders of the Funds (with name, address and taxpayer identification or Social Security number), the historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence and other data established or maintained by CMISC under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which CMISC has maintained the same, the Trust shall pay any expenses associated with transferring the same to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from CMISC’s personnel in the establishment of books, records and other data by such successor. CMISC shall be entitled to reasonable compensation and reimbursement of its out-of-pocket expenses in

 

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respect of assistance provided in accordance with the preceding sentence, unless such termination resulted from a material breach of this Agreement by CMISC or was caused by CMISC. Also, in the event of the termination of this Agreement, to the extent permitted by the agreements or licenses described below, CMISC shall, if requested by the officers on behalf of the Board of the Trust, use reasonable efforts to assign to the Trust, or its designee, such portion of its rights under any existing agreements to which it is a party and pursuant to which it has a right to have access to data processing capability in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection therewith as is applicable to the Trust, and in connection with such assignment shall grant to the assignee an irrevocable right and license or sublicenses, on a non-exclusive basis, to use any software used in connection therewith and, on an exclusive basis, any proprietary rights or interest which it has under such agreements or licenses.

27. Use of Affiliated Companies and Subcontractors . In connection with the services to be provided by CMISC under this Agreement, CMISC may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations and upon receipt of approval of the Board of a Trust, make use of (i) its affiliated companies and their directors, trustees, officers and employees and (ii) subcontractors selected by it, with the understanding that there shall be no diminution in the quality or level of services provided to the Trust, and provided that CMISC shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided in this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by CMISC or such parties, except to the extent specifically provided otherwise in this Agreement.

28. Confidentiality . CMISC agrees on behalf of itself and its employees to treat confidentially and as proprietary information of each Trust all records and other information relative to the Trust and its prior, present or potential shareholders and not to use such records and information for any purpose other than performance of its responsibilities and duties under this Agreement, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where CMISC may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or when so requested by the Trust. Furthermore, CMISC will implement procedures reasonably designed to safeguard information in accordance with the Fund’s privacy policy as adopted by the Board and with applicable laws and regulations.

29. Compliance . CMISC agrees to comply with all applicable federal, state and local laws and regulations, codes, orders, self-regulatory organization guidelines or regulations, and government rules in the performance of its duties under this Agreement. CMISC agrees to provide each Trust with such certifications, reports and other information, and reasonable access to appropriate personnel and facilities, as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, applicable laws, rules and regulations. CMISC will implement, test and maintain comprehensive business continuity plans and procedures as appropriate to provide uninterrupted services to the Trust pursuant to this Agreement. Notwithstanding anything else in this Agreement, CMISC will perform all services covered by the Agreement in a manner so as to conform with the procedures and arrangements described in the Fund’s Prospectus.

 

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30. Market Timing . CMISC will assist other service providers of the Trust as necessary in the implementation of the Trust’s market timing policy adopted by the Board, as set forth in the Fund’s Prospectus. Furthermore, to the extent applicable, CMISC will carry out its obligations set forth in the Fund’s Compliance Program concerning the implementation and administration of policies and procedures relating to Rule 22c-2 under the 1940 Act.

31. No Third-Party Beneficiaries . For the avoidance of doubt, and without in any way indicating or implying that there are any third-party beneficiaries to the Agreement or any other agreement to which Trust or any series thereof is a party, no person other than each Trust and the Distributor shall be deemed to be a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than each Trust and the Distributor (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against a Trust or the Distributor, or (ii) create or give rise to any duty or obligation on the part of the Distributor or a Trust (including without limitation any fiduciary or other duty) to any person.

32. Miscellaneous. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. Each Trust and CMISC hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between any Trust and CMISC arising out of this Agreement shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts. Each Trust and CMISC hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any such party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be amended or modified only by a written document signed by both parties hereto. All provisions regarding indemnification, liability, and limits thereon, and confidentiality shall survive the termination of this Agreement. This Agreement, including the attached Schedules, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and incorporates, merges and supersedes any and all prior understandings and communications, whether written or oral, with respect to such subject matter.

A copy of the Agreement and Declaration of Trust of the Trusts that are organized as Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts, and CMISC acknowledges that this Agreement is executed on behalf of each Trust by an officer thereof in his or her capacity as an officer thereof and not individually, and

 

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that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon the assets and property of the Trusts. CMISC further acknowledges that the assets and liabilities of each Fund that is a series of a Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust are binding solely upon the assets or property of such Fund. CMISC also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

[ The remainder of this page intentionally left blank . ]

 

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TA Agreement – CFST I

 

IN WITNESS WHEREOF, the parties hereto have caused the forgoing Agreement to be duly executed as of March 1, 2016.

 

COLUMBIA FUNDS SERIES TRUST I,
on behalf of their respective series listed on Schedule A
By:  

/s/ Christopher O. Petersen

Name:   Christopher O. Petersen
Title:   President
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:  

/s/ Lyn Kephart-Strong

Name:   Lyn Kephart-Strong
President

SCHEDULE A

Effective March 1, 2016

Columbia Funds Series Trust I

Active Portfolios Multi-Manager Alternative Strategies Fund

Active Portfolios Multi-Manager Core Plus Bond Fund

Active Portfolios Multi-Manager Growth Fund

Active Portfolios Multi-Manager Small Cap Equity Fund

Columbia Adaptive Risk Allocation Fund

Columbia Adaptive Alternatives Fund

Columbia AMT-Free Connecticut Intermediate Muni Bond Fund

Columbia AMT-Free Intermediate Muni Bond Fund

Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund

Columbia AMT-Free New York Intermediate Muni Bond Fund

Columbia AMT-Free Oregon Intermediate Muni Bond Fund

CMG Ultra Short Term Bond Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia California Tax-Exempt Fund

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Diversified Absolute Return Fund

Columbia Diversified Real Return Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Global Dividend Opportunity Fund

Columbia Global Energy and Natural Resources Fund

Columbia Global Technology Growth Fund

Columbia Global Unconstrained Bond Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia Large Cap Growth Fund

Columbia Mid Cap Growth Fund

Columbia Multi-Asset Income Fund

Columbia New York Tax-Exempt Fund

Columbia Pacific/Asia Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Small Cap Core Fund

Columbia Small Cap Growth Fund I

Columbia Small Cap Value Fund I

Columbia Strategic Income Fund

Columbia Tax-Exempt Fund

Columbia Total Return Bond Fund

Columbia U.S. Social Bond Fund

Columbia U.S. Treasury Index Fund

Columbia Value and Restructuring Fund


SCHEDULE B

Effective October 1, 2015

Payments under the Agreement are payable to CMISC monthly.

Transfer agency costs are calculated separately for each of (i) Class Y shares, (ii) Class K and R5 shares, and (iii) all other classes of shares (except Class I, which pay no transfer agency fees).

Each Fund shall pay to CMISC for the services to be provided by CMISC under the Agreement an amount equal to the sum of the following:

 

  (a) i) Base transfer agency fee paid monthly of:

1. an annual fee of $36.40 per account for accounts established directly with the Fund (direct accounts)*;

2. an annual fee of $8.50 per account for accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system (network accounts)*;

3. an annual rate of 0.0125% of the average daily value of accounts of intermediaries established with the Fund through CMISC that represents the combined holdings of, and transactions in, Fund shares of one or more clients of the intermediary (omnibus accounts)*;

 

* excluding Class I share accounts

PLUS

ii) The Fund’s Allocated Share of CMISC Reimbursable Out-of-Pocket Expenses (allocated among the Fund’s classes (other than Class I shares) based on the number of open accounts); PLUS

iii) Sub-transfer agency fees (generally intended to offset amounts paid by CMISC to intermediaries for services they provide) EITHER

1. (for all classes other than Class I, K, R5 or Y) for each position held in an omnibus account (i) for which American Enterprise Investment Services, Inc. is the broker of record or with respect to which the beneficial shareholder is a customer of Ameriprise Financial Services, Inc., at the rate of $16 per annum, calculated monthly based on the total number of positions in such account at the end of such month; and (ii) for all other accounts, at an annual rate of up to 0.20% of the average aggregate value of the fund’s shares maintained in each such omnibus account; OR

2. (for Class K and Class R5 shares) at an annual rate of 0.05% of the average aggregate value of the fund’s shares maintained in omnibus accounts.

 

  (b) For Class K and Class R5 shares the maximum annual rate for the fees set forth in paragraphs (a)(i) – (a)(iii)(2) shall be 0.05%.


In addition, CMISC shall be entitled to retain as additional compensation for its services all CMISC revenues for fees for wire, telephone, and redemption orders, IRA trustee agent fees and account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement. All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds’ independent accountants.

Definitions

“Allocated Share” for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund for such month in accordance with the methodology described below under the heading “Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.”

“CMISC Reimbursable Out-of-Pocket Expenses” means (i) networking account fees paid to dealer firms by CMISC on shareholder accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system, subject to a maximum annual rate of up to 0.20% of the month end value of the Fund’s shares maintained in networked accounts of each dealer firm, and (ii) out-of-pocket expenses incurred on behalf of the Funds by CMISC for stationery, forms, postage and similar items and those expenses identified as “Out-of-Pocket Expenses” below.

“Out-of-Pocket Expenses” also include, but are not limited to, the following items:

 

    Printing, storage and programming costs associated with, but not limited to envelopes, checks, confirmations and stationery

 

    Postage bulk, pre-sort, ZIP+4, barcoding, first class

 

    Telephone and telecommunication costs, including all lease, maintenance and line costs

 

    Proxy solicitations, mailings and tabulations

 

    Daily & Distributions advice mailings

 

    Implementing, monitoring or processing any Stop Orders

 

    Shipping, Certified and Overnight mail and insurance

 

    Year-end forms and mailings

 

    Duplicating services

 

    Courier services

 

    National Securities Clearing Corporation charges related to fund transactions

 

    Record retention costs including but not limited to the storage, movement, destruction, retrieval and handling charges

 

    Data processing and storage for anti-market timing omnibus monitoring

 

    Creation and maintenance of on-line records including reports, shareholder and dealer statements, year-end forms, and regulatory mailings


    Third party quality control assessments

 

    Compliance items including, but not limited to, lost shareholder review, lost certificate filings and compliance programs

 

    Electronic website linkages to third party account management applications

 

    Regulatory mailings inclusive of costs related to electronic delivery of such documents.

 

    At the request, or with the consent of the Trust, such other miscellaneous expenses reasonably incurred by CMISC in performing its duties and responsibilities under this Agreement.

The Funds agree that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with CMISC. In addition, the Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.


Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses

CMISC Reimbursable Out-of-Pocket Expenses are allocated to the Funds as follows:

 

A. Identifiable    Based on actual services performed and invoiced to a Fund.
B. Unidentifiable    Allocation will be based on three evenly weighted factors.
  

•       number of shareholder accounts

  

•       number of transactions

  

•       average assets


IN WITNESS WHEREOF, the parties hereto have caused the forgoing Schedule A and Schedule B to be duly executed as of March 1, 2016.

 

COLUMBIA FUNDS SERIES TRUST I,
on behalf of their respective series listed on Schedule A
By:  

/s/ Christopher O. Petersen

  Name:   Christopher O. Petersen
  Title:   President

 

  COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
  By:  

/s/ Lyn Kephart-Strong

    Name:   Lyn Kephart-Strong
    Title:   President

EXECUTION VERSION

 

 

COLUMBIA FUNDS

TERMINATION, REPLACEMENT AND

RESTATEMENT AGREEMENT RELATING TO

$1,000,000,000 CREDIT AGREEMENT

 

 

Dated as of December 8, 2015

 

 

CITIBANK, N.A., and

HSBC BANK USA, N.A.,

each as a Syndication Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Documentation Agent,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, and

J.P. MORGAN SECURITIES LLC,

CITIGROUP GLOBAL MARKETS INC., and

HSBC BANK USA, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

 

 


TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this “ TRR Agreement ”) dated as of December 8, 2015, among (i) the trusts listed on Schedule I (the “ Registrants ”), each of which is executing this TRR Agreement on behalf of its respective underlying series set forth beneath such Registrant’s name on Schedule I (each such series, individually, a “ Borrower ” and, collectively, the “ Borrowers ”), (ii) the several banks and other financial institutions from time to time parties to this TRR Agreement (the “ Lenders ”), and (iii) JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “ Administrative Agent ”);

WHEREAS , certain of the Borrowers, certain of the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of December 9, 2014 (as it has been terminated, replaced and restated, amended, supplemented or otherwise modified heretofore, the “ Original Credit Agreement ”);

WHEREAS , capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Original Credit Agreement.

WHEREAS , the Original Credit Agreement is to be terminated as provided herein; and

WHEREAS , the Lenders and the Administrative Agent are willing, subject to the terms and conditions of this TRR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided herein;

NOW, THEREFORE , in consideration of the mutual agreements contained in this TRR Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Termination, Replacement and Restatement . Subject to the conditions set forth in Section 3 hereof:

(a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the “ New Credit Agreement ”) identical in form and substance to the Original Credit Agreement except as expressly set forth below.

(b) The heading of the New Credit Agreement shall read as follows:

CREDIT AGREEMENT, dated as of December 8, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”) among (i) the trusts listed on Schedule I (the “ Registrants ”), each of which is executing this Agreement on behalf of its respective underlying series set forth beneath such Registrant’s name on Schedule I (each such series, individually, a “ Borrower ” or “ Fund ” and, collectively, the “ Borrowers ” or “ Funds ”), (ii) the several banks and other financial institutions from time to time parties to this Agreement (the “ Lenders ”), (iii) each of Citibank, N.A. and HSBC Bank USA, N.A., as a Syndication Agent (collectively, the “ Syndication Agents ”) and (iv) JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “ Administrative Agent ”);


(c) Section 1.1 of the New Credit Agreement is hereby amended so that each of the following definitions reads in its entirety as stated below:

Agreement ”: as defined in the Preamble hereto.

Aggregate Commitment ”: the total of all Commitments of all Lenders, as may be reduced from time to time in accordance with the terms of this Agreement. On December 8, 2015, the Aggregate Commitment shall be equal to $1,000,000,000.

Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from time to time concerning or relating to money laundering, bribery or corruption, or any jurisdiction applicable to any Lender concerning or relating to money laundering.

Applicable Margin ”: 1.00% per annum.

Federal Funds Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Eurodollar Rate for a one-month interest period commencing two business days after such day, (b) the federal funds effective rate in effect on such day and (c) the overnight bank funding rate in effect on such day; provided , however , that (i) notwithstanding the rate calculated in accordance with the foregoing, at no time shall the Federal Funds Rate be less than 0% per annum, and (ii) for any day that is not a business day, “Federal Funds Rate” shall mean the Federal Funds Rate, as calculated above, in effect on the last business day prior to such day.

Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, the United Nations or the European Union and its member countries, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

Sanctioned Country ” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions.

Sanctioned Person ” means, at any time, (a) any Person that is the subject of any Sanctions, including without limitation any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person described in clauses (a) or (b).

Swing Line Commitment ”: with respect to each Swing Line Lender, the obligation of such Swing Line Lender to make Swing Line Loans pursuant to Section 2.13 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Swing Line Lender’s name on Schedule II under the heading “Amount of Swing Line Commitment.”

Swing Line Lender ”: each of JPMorgan, Citibank, N.A., and HSBC Bank USA, N.A.

Termination Date ”: December 6, 2016, or such earlier date on which the Commitments shall terminate as provided herein.

 

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(d) Section 1.1 of the New Credit Agreement is hereby further amended by inserting the following definitions in their appropriate alphabetical order:

Eurodollar Rate ” means the rate per annum (adjusted for statutory reserve requirements for eurocurrency liabilities) equal to the offered rate per annum for eurodollar deposits for a period equal to one month appearing on Reuters Page LIBOR01 (or any successor or substitute page which displays an average ICE Benchmark Administration Interest Settlement Rate or any successor thereto).

Swing Line Agent ”: JPMorgan.

Swing Line Pro Rata Share ”: (i) as to JPMorgan, 33.34%; (ii) as to Citibank, N.A., 33.33%; and (iii) as to HSBC Bank USA, N.A., 33.33%

(e) Section 1.1 of the New Credit Agreement is hereby further amended by deleting the following definitions therefrom: “LIBOR Reference Rate” and “Original Credit Agreement.”

(f) Section 2.2(a) of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

(a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (or a Registrant on its behalf) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 1:00 P.M. New York City time on the requested Borrowing Date in accordance with Section 9.2 ), specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date. Subject to Section 2.15 , the aggregate amount of each borrowing by a Borrower under the Commitments on any Borrowing Date shall be in an amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $1,000,000, such lesser amount). Upon receipt of any such notice from a Borrower (or a Fund on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 4:00 P.M., New York City time, on the Borrowing Date requested by such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower on such Borrowing Date by the Administrative Agent transferring by wire to the account of such Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent; provided that if, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to such Borrower as provided above. Anything to the contrary in this Agreement notwithstanding, each of the Administrative Agent, each

 

3


Lender and the Swing Line Agent may rely solely upon a telephonic request which the Administrative Agent or the Swing Line Agent, as the case may be, reasonably believes is made on behalf of a Borrower in making Revolving Credit Loans or Swing Line Loans hereunder. Each such telephonic request for a Revolving Credit Loan or Swing Line Loan shall constitute a representation and warranty by the applicable Borrower as of the date thereof that the conditions contained in Section 4.2 have been satisfied with respect to such Borrower. Such telephonic request shall be confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, which written confirmation must be received by the Administrative Agent or Swing Line Agent, as the case may be, on the proposed Borrowing Date in form and substance satisfactory to the Administrative Agent or Swing Line Agent, as the case may be. Each Borrower agrees to indemnify and hold harmless the Administrative Agent, the Swing Line Agent, each Lender and each Swing Line Lender for any reasonable action taken, including, without limitation, the making of Revolving Credit Loans or Swing Line Loans to such Borrower hereunder, or loss or expense incurred, by the Administrative Agent, the Swing Line Agent, such Lender or such Swing Line Lender in good faith reliance upon such telephonic request for a Revolving Credit Loan or Swing Line Loan; provided that such Borrower shall not be liable for any such indemnification to the Administrative Agent or the Swing Line Agent to the extent the same shall result solely form the gross negligence or willful misconduct of the Administrative Agent or the Swing Line Agent.

(g) Section 2.3(a) of the New Credit Agreement is hereby amended by deleting the first sentence in its entirety and inserting in lieu thereof the following:

Each Borrower severally, and neither jointly nor jointly and severally, agrees to pay to the Administrative Agent for the account of each Lender such Borrower’s Pro Rata Allocation (as adjusted from time to time in accordance with the terms hereof) of a commitment fee (“ Commitment Fee ”) during the period which shall begin on the first day of the Commitment Period and shall extend to the Termination Date, which Commitment Fee shall be a quarterly fee, computed at the rate of 0.15% per annum on, subject to the last sentence of this Section 2.3 , the average daily amount of the Available Commitments of all Lenders in the aggregate during each calendar quarter.

(h) Sections 2.13 , 2.14 and 2.15 of the New Credit Agreement are hereby amended by deleting such sections in their entirety and inserting in lieu thereof the following:

2.13 Swing Line Commitment . Subject to the terms and conditions hereof, each Swing Line Lender agrees to make available to each Borrower a portion of the credit otherwise available under the Commitments from time to time during the Commitment Period by making swing line loans (“ Swing Line Loans ”) to such Borrower in an aggregate principal amount not to exceed at any one time outstanding such Swing Line Lender’s Swing Line Commitment; provided , however , that the Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may not exceed the Swing Line Lender’s Commitment then in effect; and provided further , however , that on the date of the making of any Swing Line Loan and while any Swing Line Loan is outstanding, the sum of the aggregate principal amount of all outstanding Revolving Credit Loans and Swing Line Loans shall not exceed the total Commitments (less the Commitment of any non-funding

 

4


Lender referred to in Section 2.9(b) ). During the Commitment Period applicable to each Borrower, such Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swing Line Loan shall bear interest at a rate per annum equal to the Federal Funds Rate plus the Applicable Margin. In no event shall any Lender be obligated to make Revolving Credit Loans or Swing Line Loans if it would cause the sum of the aggregate principal amount of such Lender’s Revolving Credit Loans, Swing Line Participation Amounts and Swing Line Loans to exceed such Lender’s Commitment.

2.14 Procedure for Swing Line Borrowing . Whenever a Borrower desires that the Swing Line Lenders make Swing Line Loans under Section 2.13 , the Borrower (or the applicable Registrant of which it is a series) shall give the Swing Line Agent irrevocable telephonic notice confirmed promptly in writing, by facsimile or other mutually acceptable electronic transmission medium, to the attention of Joseph Burke (at facsimile number: (302) 634-4733; email: 12012443577@TLS.ldsprod.com ) or such other person or persons which may be designated by the Swing Line Agent from time to time (which telephonic notice must be received by the Swing Line Agent not later than 4:00 P.M., New York City time, on the proposed Borrowing Date, and which written confirmation must be received by the Swing Line Agent on the proposed Borrowing Date in form and substance satisfactory to the Swing Line Agent), specifying the amount of each requested Swing Line Loan. Each borrowing under the Swing Line Commitment shall be in an amount equal to $250,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of any such notice from a Borrower (or the applicable Registrant), the Swing Line Agent shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall promptly notify the Swing Line Lenders thereof. Upon receipt of notice of a request for a Swing Line Loan from the Administrative Agent, each Swing Line Lender shall make its Swing Line Pro Rata Share of such borrowing available to such Borrower, on the Borrowing Date requested by such Borrower, by transferring such amount by wire or book entry to the account of such Borrower such Swing Line Loan in immediately available funds.

2.15 Refunding of Swing Line Loans. (a) Either the Swing Line Agent or the Administrative Agent, at any time in its sole and absolute discretion may, and on the seventh day (or if such day is not a Business Day, the next Business Day following the seventh day) after the Borrowing Date with respect to any Swing Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower hereby irrevocably directs the Swing Line Agent and Administrative Agent to so act on its behalf and with respect to such Borrower), upon notice given by the Swing Line Agent to the Administrative Agent, or by the Administrative Agent, no later than 10:00 A.M., New York City time, on the relevant refunding date, request each Lender to make, and, subject to Section 2.2(b) , each Lender hereby agrees to make, a Revolving Credit Loan to such Borrower, at the rate applicable to the Swing Line Loans of such Borrower, in an amount equal to such Lender’s Commitment Percentage of the amount of such Swing Line Loans of such Borrower (the “ Refunded Swing Line Loans ”) outstanding on the date of such notice, to repay the Swing Line Lenders. Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at its office set forth in Section 9.2 in immediately available funds, no later than 1:00 P.M., New York City time, on the date of such notice. The proceeds of such Revolving Credit Loans shall be

 

5


distributed by the Administrative Agent to the Swing Line Lenders and immediately applied by the Swing Line Lenders to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. Notwithstanding any provision hereof to the contrary, if prior to the seventh day (or if such day is not a Business Day, the next Business Day following such seventh day) after the Borrowing Date with respect to any Swing Line Loan, any Swing Line Lender lending such Swing Line Loan requests the refunding of such Swing Line Loan as described in the first sentence above, the Administrative Agent shall effect the refunding of all outstanding Swing Line Loan as described above.

(b) The making of any Swing Line Loan hereunder at the request of a Borrower shall be subject to the satisfaction of the applicable conditions precedent thereto set forth in Section 4 (unless otherwise waived in accordance with Section 9.1 ).

(c) If prior to the making of a Revolving Credit Loan to a Borrower pursuant to Section 2.15(a) one of the events described in paragraph (e) of Section 7 shall have occurred with respect to such Borrower, each Lender severally, unconditionally and irrevocably agrees that it shall purchase a participating interest in the applicable Swing Line Loans (“ Unrefunded Swing Line Loans ”) in an amount equal to the amount (if any) of Revolving Credit Loans which would otherwise have been made by such Lender pursuant to Section 2.15(a) . Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation (the “ Swing Line Participation Amount ”), and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lenders in such amount as will reduce the amount of the participating interest retained by the Swing Line Lenders in their Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.15(a) .

(d) Whenever, at any time after any Swing Line Lender has received from any Lender such Lender’s Swing Line Participation Amount, such Swing Line Lender receives any payment on account of the Swing Line Loans, such Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided , however , that in the event that such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed to it by such Swing Line Lender.

(e) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.15(a) and to purchase participating interests pursuant to Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4 ; (iii) any

 

6


adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, other than solely the gross negligence or willful misconduct of the Swing Line Lender in making a Swing Line Loan with actual knowledge by the officer responsible for the making of such Swing Line Loan that such Swing Line Loan is made without satisfaction of the applicable conditions precedent thereto set forth in Section 4 and without a waiver in accordance with Section 9.1 .

(f) Each Borrower agrees to pay upon demand by any Swing Line Lender any Swing Line Loan made to such Borrower, or portion thereof, which is not refunded by the Lenders pursuant to this Section 2.15 (and such Borrower may borrow a Revolving Credit Loan under the Commitments to satisfy such demand; provided that, for purposes of determining the Available Commitment, the Commitment of any non-refunding Lender shall be excluded). Notwithstanding anything to the contrary contained in this Agreement, any Lender that fails to make available a Revolving Credit Loan pursuant to Section 2.15(a) or purchase a participating interest in a Swing Line Loan pursuant to Section 2.15(c) shall be deemed delinquent (a “ Delinquent Lender ”) and to the extent a Borrower subsequently repays any outstanding Revolving Credit Loans, the Delinquent Lender’s pro rata share of such repayment, if any, shall be paid by the Administrative Agent to the Swing Line Lenders, until the Delinquent Lender’s pro rata share of such Swing Line Loan is repaid in full.

(i) Section 3.21 of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

3.21 Anti-Corruption Laws and Sanctions . Each Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each Borrower, its Subsidiaries and their respective officers, directors and employees and to the knowledge of such Borrower, its affiliates and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. None of (a) such Borrower, any Subsidiary of such Borrower or any of their respective directors, officers or employees, or (b) to the knowledge of such Borrower, any affiliate or agent of the Borrower or any Subsidiary of such Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan, use of proceeds of any Loan or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

(j) Section 6.6 of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

6.6 Limitation on Distributions . At any time, make any distribution to the shareholders (including, without limitation, any dividends or any repurchase of capital interests) of such Borrower, whether now or hereafter existing, either directly or indirectly, whether in cash or property or in obligations of the Borrower if such distribution results in a Default or Event of Default. During the occurrence and

 

7


continuation of an Event of Default specified in paragraphs (a) or (e) of Section 7 or an Event of Default arising in connection with a Borrower’s having failed to comply with Section 6.1 , make any distribution to the shareholders (including, without limitation, any dividends or any repurchase of capital interests) of such Borrower, whether now or hereafter existing, either directly or indirectly, whether in cash or property or in obligations of such Borrower. Notwithstanding the foregoing, nothing herein shall prevent a Borrower from making (i) distributions that are required to enable such Borrower to qualify as a “regulated investment company” under Sections 851-855 of the Code or otherwise to minimize or eliminate federal or state income or excise taxes payable by such Borrower, or (ii) distributions that are required by any other Requirement of Law.

(k) Section 6.13 of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

6.13 Prohibited Use of Proceeds . Each Borrower shall not request any Loan, and each Borrower shall not, directly or indirectly, use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Person (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions by any Person, including Sanctions applicable to any party hereto.

(l) Section 7(c) of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

(c) A Registrant, on its own behalf or on behalf of the series thereof which are Borrowers, shall default in the observance or performance of (i)  Section 6.13 or (ii) any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) and (b) of this Section), and such default shall continue unremedied for a period of 30 days; or solely in the case of such default arising under Sections 5.4 , 5.7 or 6.5 , 5 Business Days; or solely in the case of such default arising under Section 5.2(b) , 10 days from the delivery of notice thereof by the Administrative Agent to such Registrant (unless the Administrative Agent shall have reasonably determined that the non-delivery of information giving rise to such default under Section 5.2(b) shall have materially impaired the rights of the Lenders hereunder, in which case such default shall ripen into an Event of Default if unremedied after the earlier of 10 days from delivery of notice or 30 days after the occurrence thereof); or

(m) Section 8.9 of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

8.9 Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 Business Days’ notice to the Lenders and the Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement

 

8


and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders whereupon, if such Lender accepts such appointment, such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

(n) Section 9.1 of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

9.1 Amendments and Waivers . Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with each Registrant, on behalf of the series thereof which are Borrowers, written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of such Borrowers hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided , however, that no such waiver and no such amendment, supplement or modification shall (i) reduce the amount or extend the scheduled date of maturity of any Loan or of any installment thereof, or reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the consent of each Lender affected thereby, or (ii) amend, modify or waive any provision of this subsection (or any other provision of this Agreement which expressly provides that the consent of all the Lenders is required to take any action) or reduce the percentage specified in the definition of Required Lenders, or consent to the assignment or transfer by any Borrower or any Registrant of any of its rights and obligations under this Agreement and the other Loan Documents, in each case without the written consent of all the Lenders, or (iii) amend, waive or modify the first three sentences of Section 2.9(a) , in each case without the written consent of all the Lenders, or (iv) amend, waive or modify the requirement contained in the first sentence of Section 2.16(a) that consent of all the Lenders is required to approve the addition of Borrowers to this Agreement, in each case without the written consent of all the Lenders, or (v) amend, waive or modify Section 2.6(b) without the written consent of all the Lenders, or (vi) amend, waive or modify Section 6.1 without the written consent of all the Lenders, (vii) amend, modify or waive any provision of Section 8 without the written consent of the then Administrative Agent, or (viii) amend, waive or modify Section 4 without the written consent of all the Lenders, or (ix) amend, waive or modify Section 2.10 without the written consent of all the Lenders. Any such waiver and any such

 

9


amendment, supplement or modification shall be effective (A) only for such Borrower(s) on whose behalf a Fund executed such document(s) and (B) in the specific instance and for the specific purpose for which given.

(o) Section 9.7(a) of the New Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

9.7 Adjustments; Set-off . (a) Subject to Section 2.2(b) , if any Lender (a “ Benefited Lender ”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(e) , or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further that the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.

(p) Section 9.10(b)(i) of the New Credit Agreement is hereby amended by deleting clause (vi) thereof in its entirety and inserting in lieu thereof the following:

(vi) subject to an agreement containing provisions substantially the same as those of this subsection, to any Assignee or Participant or any prospective Assignee or Participant which executes such agreement, or to any actual or prospective party (and its advisor and agents) to any swap, derivative, securitization, credit insurance or other transaction under which payments are to be made by reference to a Borrower and its obligations, the Credit Agreement or payment hereunder

(q) Section 9.12(a) of the New Credit Agreement is hereby amended by deleting the words “non-exclusive general jurisdiction” contained therein and inserting in lieu thereof the words: “ exclusive general jurisdiction ”.

(r) Section 9.19 of the New Credit Agreement is hereby further amended by deleting Section 9.19 in its entirety.

(s) Schedule I of the New Credit Agreement shall be in the form of Schedule I to this TRR Agreement.

(t) Schedule Ia of the New Credit Agreement shall be in the form of Schedule Ia to this TRR Agreement.

 

10


(u) Schedule II of the New Credit Agreement shall be in the form of Schedule II to this TRR Agreement.

(v) As used in any Schedule or Exhibit to the Credit Agreement the term “Credit Agreement” shall mean the “Agreement” (as defined above).

SECTION 2. Representations and Warranties . To induce the Administrative Agent and the Lenders to enter into this TRR Agreement and to make the Loans, each Registrant on behalf of itself and each Borrower on whose behalf it acts hereby represents and warrants to the Administrative Agent and each Lender that (it being agreed that each such Registrant represents and warrants only to matters with respect to itself and each of its Borrowers, and each Borrower represents and warrants only to matters with respect to itself):

(a) This TRR Agreement and the New Credit Agreement (and the execution, delivery and performance thereof) have been duly authorized and, in the case of this TRR Agreement, executed and delivered by it and constitute its legal, valid and binding obligations enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b) The representations and warranties set forth in Section 3 of the New Credit Agreement are true and correct in all material respects on the date hereof with the same effect as if made on the date hereof (and such representations therein applicable to or referencing the Credit Agreement shall be deemed to apply and refer to this TRR Agreement), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date.

(c) Before and after giving effect to this TRR Agreement, no Default or Event of Default has occurred and is continuing.

SECTION 3. Conditions to Effectiveness . This TRR Agreement and the New Credit Agreement, including the agreement of each Lender to make Loans thereunder, shall become effective as of the date hereof (the “ Effective Date ”) upon the occurrence of the following conditions precedent (which shall be deemed to satisfy Section 4.1 of the New Credit Agreement):

(a) The Administrative Agent shall have received counterparts of this TRR Agreement which, when taken together, bear the signatures of all the parties named on the signature pages hereto.

(b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of counsel for the Borrowers referring to this TRR Agreement and the New Credit Agreement, (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to this TRR Agreement and the transactions hereunder and under the New Credit Agreement as the Administrative Agent or its counsel shall reasonably request, and the Borrowers hereby instruct their counsel to deliver such opinion.

 

11


(c) All legal matters incident to this TRR Agreement, the New Credit Agreement and the borrowings and extensions of credit thereunder shall be satisfactory to the Lenders and to Pryor Cashman LLP, counsel for the Administrative Agent.

(d) The Administrative Agent shall have received on the date hereof:

(i) a certificate of the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of each Registrant dated the date hereof and certifying that attached thereto are true and correct copies of the following: (A) resolutions duly adopted by the Board of Trustees or Directors, as the case may be, of such Registrant on behalf of each series thereof that is a Borrower (or itself if it is a Borrower), authorizing this TRR Agreement and the execution, delivery and performance of this TRR Agreement and the borrowings under the New Credit Agreement, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (B) such Registrant’s declaration of trust or articles of incorporation, as the case may be, and all amendments thereto; (C) such Registrant’s bylaws and all amendments thereto; (D) such Registrant’s Investment Management Agreement and all amendments thereto; (E) such Registrant’s Custodian Agreement(s) and all amendments thereto; (F) designation of the location where the most recent Prospectus is publicly available for each Fund, or a copy of such prospectus; and (G) designation of the location where the most recent Statement of Additional Information is publicly available for each Fund, or a copy of such Statement of Additional Information. To the extent that any of the documents referred to in clauses (B), (C), (D) and (E) above (i) has been previously delivered to the Administrative Agent in connection with the Original Credit Agreement or a subsequent amendment to the Original Credit Agreement and (ii) has not been amended since the date of such delivery and continues to be in full force and effect, the Registrants may deliver to the Administrative Agent an officer’s certificate to such effect in lieu of such document (such certificate shall state when such document was previously delivered);

(ii) a certificate of the Secretary or Assistant Secretary of each Registrant dated the date hereof and certifying as to the incumbency and specimen signature of each officer executing this TRR Agreement, the New Credit Agreement or any other document delivered in connection herewith on behalf of such Registrant;

(iii) a certificate of another officer as to the incumbency and specimen signature of the officer executing the certificates pursuant to (ii) above; and

(iv) such other documents as the Lenders or counsel for the Administrative Agent may reasonably request.

(e) To the extent requested by the Administrative Agent or any Lender, the Administrative Agent or such Lender, as applicable, shall have received, for each Borrower, a Form FR U-1 executed by the applicable Registrant on behalf of such Borrower, together with a current list of assets of such Borrower (including all “margin stock” (as defined in Regulation U) of such Borrower) in conformity with the requirements of Form FR U-1.

(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out-of pocket expenses required to be reimbursed or paid by the Borrowers or Registrants hereunder.

 

12


SECTION 4. Applicable Law . THIS TRR AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

SECTION 5. Original Credit Agreement . Until the occurrence of the earlier to occur of the Effective Date as provided in Section 3 hereof and the Termination Date (as defined in the Original Credit Agreement), the Original Credit Agreement shall continue in full force and effect in accordance with the provisions thereof and the rights and obligations of the parties thereto shall not be affected hereby, and all fees and interest accruing under the Original Credit Agreement shall continue to accrue at the rates provided for therein.

SECTION 6. Counterparts . This TRR Agreement may be executed in two or more counterparts (including by facsimile or other electronic transmission), each of which shall constitute an original but all of which when taken together shall constitute but one contract.

SECTION 7. Expenses . Each of the Borrowers agrees, severally and neither jointly nor jointly and severally, to reimburse the Administrative Agent for its Pro Rata Allocation (as defined in the New Credit Agreement) of the Administrative Agent’s out-of-pocket expenses in connection with this TRR Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent as provided for in the Fee Letter dated as of November 16, 2015 among the Administrative Agent and the Borrowers.

SECTION 8. Effect on the Documents; Loan Document . Except as expressly waived or amended hereby, the New Credit Agreement and all Loan Documents, and all other documents, agreements, instruments or writings entered into in connection therewith, shall remain in full force and effect and are hereby ratified, confirmed and acknowledged by each Registrant, on behalf of itself and on behalf of each Borrower a series thereof, or on behalf of itself if it is a Borrower. For the avoidance of doubt, the parties acknowledge and agree that this TRR Agreement is a “Loan Document” as such term is defined in the New Credit Agreement.

[Signature pages to follow.]

 

13


IN WITNESS WHEREOF , the parties hereto have caused this TRR Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

 

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By:  

/s/ Kenise Henry Larmond

  Name:   Kenise Henry Larmond
  Title:   Vice President


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

Each of the Registrants listed on Schedule I , on behalf of itself and each of its underlying series set forth beneath its name on Schedule I
By:  

/s/ Michael G. Clarke

  Name:   Michael G. Clarke
  Title*:   Chief Accounting Officer

 

* (The above-signed officer holds this office with each of the Registrants)


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

HSBC BANK USA, NATIONAL ASSOCIATION
By:  

/s/ Shakil Ahmed

  Name:   Shakil Ahmed
  Title:   Director


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

CITIBANK, N.A.
By:  

/s/ Lisa Huang

  Name:   Lisa Huang
  Title:   Vice President


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

BANK OF AMERICA, N.A.
By:  

/s/ Matthew C. White

  Name:   Matthew C. White
  Title:   Vice President


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:  

/s/ Casey Kelly

  Name:   Casey Kelly
  Title:   Vice President


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

THE BANK OF NEW YORK MELLON
By:  

/s/ Kenneth P. Sneider, Jr.

  Name:   Kenneth P. Sneider, Jr.
  Title:   Managing Director


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

U.S. BANK NATIONAL ASSOCIATION
By:  

/s/ Christopher Catucci

  Name:   Christopher Catucci
  Title:   VP, Insurance Banking Division


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

MORGAN STANLEY BANK, N.A.
By:  

/s/ Michael King

  Name:   Michael King
  Title:   Authorized Signatory


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

UBS AG, STAMFORD BRANCH

By:  

/s/ Darlene Arias

  Name:   Darlene Arias
  Title:   Director
By:  

/s/ Houssem Daly

  Name:   Houssem Daly
  Title:   Associate Director


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

DEUTSCHE BANK AG NEW YORK BRANCH
By:  

/s/ Ross Levitsky

  Name:   Ross Levitsky
  Title:   Managing Director
By:  

/s/ Ming K Chu

  Name:   Ming K. Chu
  Title:   Vice President


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

CREDIT SUISSE AG NEW, YORK BRANCH
By:  

/s/ Doreen Barr

  Name:   Doreen Barr
  Title:   Authorized Signatory
By:  

/s/ Bill O’Daly

  Name:   Bill O’Daly
  Title:   Authorized Signatory


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

BNP PARIBAS
By:  

/s/ Phil Truesdale

  Name:   Phil Truesdale
  Title:   Managing Director
By:  

/s/ Nair P. Raghu

  Name:   Nair P. Raghu
  Title:   Vice President


COLUMBIA FUNDS

2015 TRR AGREEMENT SIGNATURE PAGE

 

GOLDMAN SACHS BANK USA
By:  

/s/ Rebecca Kratz

  Name:   Rebecca Kratz
  Title:   Authorized Signatory


SCHEDULE I

REGISTRANTS & BORROWERS *

Columbia Funds Series Trust II

Active Portfolios ® Multi-Manager Value Fund

Columbia Absolute Return Currency and Income Fund

Columbia AMT-Free Tax-Exempt Bond Fund

Columbia Asia Pacific ex-Japan Fund

Columbia Capital Allocation Aggressive Portfolio

Columbia Capital Allocation Conservative Portfolio

Columbia Capital Allocation Moderate Portfolio

Columbia Commodity Strategy Fund

Columbia Diversified Equity Income Fund

Columbia Dividend Opportunity Fund

Columbia Emerging Markets Bond Fund

Columbia European Equity Fund

Columbia Flexible Capital Income Fund

Columbia Floating Rate Fund

Columbia Global Bond Fund

Columbia Global Equity Value Fund

Columbia Global Infrastructure Fund

Columbia Global Opportunities Fund

Columbia High Yield Bond Fund

Columbia Income Builder Fund

Columbia Income Opportunities Fund

Columbia Inflation Protected Securities Fund

Columbia Large Core Quantitative Fund

Columbia Large Growth Quantitative Fund

Columbia Large Value Quantitative Fund

Columbia Limited Duration Credit Fund

Columbia Large Cap Growth Fund IV (f/k/a Columbia Marsico Flexible Capital Fund)

Columbia Minnesota Tax-Exempt Fund

Columbia Money Market Fund

Columbia Mortgage Opportunities Fund

Columbia Multi-Advisor Small Cap Value Fund

Columbia Select Global Equity Fund (f/k/a Columbia Global Equity Fund)

Columbia Select Large-Cap Value Fund

Columbia Select Smaller-Cap Value Fund

Columbia Seligman Communications and Information Fund

Columbia Seligman Global Technology Fund

Columbia Short-Term Cash Fund

Columbia Small/Mid Cap Value Fund

Columbia U.S. Government Mortgage Fund

 

* Registrants, including Registrants that are also Borrowers, are designated in bold type face; each Borrower that is a series is listed below the name of the Registrant that acts on such Borrower’s behalf.


Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Cash Management Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Bond Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund (f/k/a Columbia Variable Portfolio – Diversified Bond Fund)

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund (f/k/a Columbia Variable Portfolio – S&P 500 Index Fund)

Columbia Variable Portfolio – Large Core Quantitative Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio – Mid Cap Growth Fund (f/k/a Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund)

Columbia Variable Portfolio – Mid Cap Value Fund (f/k/a Columbia Variable Portfolio – Mid Cap Value Opportunity Fund)

Columbia Variable Portfolio – Select International Equity Fund (f/k/a Columbia Variable Portfolio – International Opportunity Fund)

Columbia Variable Portfolio – Select Large-Cap Value Fund

Columbia Variable Portfolio – Select Smaller-Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Equities Fund (f/k/a Variable Portfolio – Columbia Wanger U.S. Equities Fund)

Columbia Variable Portfolio – U.S. Government Mortgage Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – American Century Diversified Bond Fund

Variable Portfolio – Blackrock Global Inflation-Protected Securities Fund

Variable Portfolio – Columbia Wanger International Equities Fund

Variable Portfolio – Conservative Portfolio

Variable Portfolio – DFA International Value Fund

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

Variable Portfolio – Holland Large Cap Growth Fund

Variable Portfolio – Invesco International Growth Fund

Variable Portfolio – J.P. Morgan Core Bond Fund

Variable Portfolio – Jennison Mid Cap Growth Fund

Variable Portfolio – Loomis Sayles Growth Fund

Variable Portfolio – MFS Value Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

 

I-2


Variable Portfolio – Morgan Stanley Global Real Estate Fund

Variable Portfolio – NFJ Dividend Value Fund

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

Variable Portfolio – Pyramis® International Equity Fund

Variable Portfolio – Sit Dividend Growth Fund

Variable Portfolio – TCW Core Plus Bond Fund

Variable Portfolio – Victory Established Value Fund

Variable Portfolio – Wells Fargo Short Duration Government Fund

Columbia Funds Series Trust

Columbia AMT-Free California Intermediate Muni Bond Fund

Columbia AMT-Free Georgia Intermediate Muni Bond Fund

Columbia AMT-Free Maryland Intermediate Muni Bond Fund

Columbia AMT-Free North Carolina Intermediate Muni Bond Fund

Columbia AMT-Free South Carolina Intermediate Muni Bond Fund

Columbia AMT-Free Virginia Intermediate Muni Bond Fund

Columbia Capital Allocation Moderate Aggressive Portfolio

Columbia Capital Allocation Moderate Conservative Portfolio

Columbia Convertible Securities Fund

Columbia Global Strategic Equity Fund (f/k/a Columbia LifeGoal Growth Portfolio)

Columbia International Opportunities Fund (f/k/a Columbia Marsico International Opportunities Fund)

Columbia International Value Fund

Columbia Large Cap Enhanced Core Fund

Columbia Large Cap Index Fund

Columbia Large Cap Growth Fund II (f/k/a Columbia Marsico 21st Century Fund)

Columbia Large Cap Growth Fund III (f/k/a Columbia Marsico Focused Equities Fund)

Columbia Select Global Growth Fund (f/k/a Columbia Marsico Global Fund)

Columbia Large Cap Growth Fund V(f/k/a Columbia Marsico Growth Fund)

Columbia Mid Cap Index Fund

Columbia Mid Cap Value Fund

Columbia Overseas Value Fund

Columbia Select International Equity Fund (f/k/a Columbia Multi-Advisor International Equity Fund)

Columbia Select Large Cap Equity Fund

Columbia Short Term Bond Fund

Columbia Short Term Municipal Bond Fund

Columbia Small Cap Index Fund

Columbia Small Cap Value Fund II

Columbia Funds Series Trust I

Active Portfolios ® Multi-Manager Alternative Strategies Fund

Active Portfolios ® Multi-Manager Core Plus Bond Fund

Active Portfolios ® Multi-Manager Growth Fund

Active Portfolios ® Multi-Manager Small Cap Equity Fund

 

I-3


CMG Ultra Short Term Bond Fund

Columbia Adaptive Alternatives Fund

Columbia Adaptive Risk Allocation Fund

Columbia AMT-Free Connecticut Intermediate Muni Bond Fund

Columbia AMT-Free Intermediate Muni Bond Fund

Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund

Columbia AMT-Free New York Intermediate Muni Bond Fund

Columbia AMT-Free Oregon Intermediate Muni Bond Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia California Tax-Exempt Fund

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Diversified Absolute Return Fund

Columbia Diversified Real Return Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Global Dividend Opportunity Fund

Columbia Global Energy and Natural Resources Fund

Columbia Global Inflation-Linked Bond Plus Fund

Columbia Global Technology Growth Fund

Columbia Global Unconstrained Bond Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia Intermediate Bond Fund

Columbia Large Cap Growth Fund

Columbia Mid Cap Growth Fund

Columbia Multi-Asset Income Fund

Columbia New York Tax-Exempt Fund

Columbia Pacific/Asia Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Small Cap Core Fund

Columbia Small Cap Growth Fund I

Columbia Small Cap Value Fund I

Columbia Strategic Income Fund

Columbia Tax-Exempt Fund

Columbia U.S. Social Bond Fund

Columbia U.S. Treasury Index Fund

Columbia Value and Restructuring Fund

Columbia Funds Variable Insurance Trust

Columbia Variable Portfolio – Asset Allocation Fund

Columbia Variable Portfolio – Contrarian Core Fund

Columbia Variable Portfolio – Core Bond Fund

Columbia Variable Portfolio – Diversified Absolute Return Fund (f/k/a Columbia Variable Portfolio – Multi-Strategy Alternatives Fund)

 

I-4


Columbia Variable Portfolio – Managed Volatility Conservative Fund

Columbia Variable Portfolio – Managed Volatility Conservative Growth Fund

Columbia Variable Portfolio – Managed Volatility Growth Fund

Columbia Variable Portfolio – Select Large Cap Growth Fund

Columbia Variable Portfolio – Small Cap Value Fund

Columbia Variable Portfolio – Small Company Growth Fund

Columbia Variable Portfolio – Strategic Income Fund

Variable Portfolio – AQR Managed Futures Strategy Fund

Variable Portfolio – Multi-Manager Diversified Income Fund

Variable Portfolio – Multi-Manager Interest Rate Adaptive Fund

Variable Portfolio – Pyrford International Equity Fund

Columbia Funds Variable Insurance Trust I

Columbia Variable Portfolio – International Opportunities Fund (f/k/a Columbia Variable Portfolio – Marsico International Opportunities Fund)

Columbia Variable Portfolio – Large Cap Growth Fund II (f/k/a Columbia Variable Portfolio – Marsico 21st Century Fund)

Columbia Variable Portfolio – Large Cap Growth Fund III (f/k/a Columbia Variable Portfolio – Marsico Focused Equities Fund)

Variable Portfolio – Loomis Sayles Growth Fund II (f/k/a Columbia Variable Portfolio – Marsico Growth Fund)

 

I-5


SCHEDULE Ia

DESIGNATED BORROWERS,

DESIGNATED PERCENTAGES

AND PRO RATA ALLOCATIONS

 

Borrower

   Designated
Borrower
   Designated
Percentage
  Pro Rata
Allocation %

Columbia Funds Series Trust II

       

Active Portfolios ® Multi-Manager Value Fund

   No    n.a.  

Columbia Absolute Return Currency and Income Fund

   Yes    500%  

Columbia AMT-Free Tax-Exempt Bond Fund

   No    n.a.  

Columbia Asia Pacific ex-Japan Fund

   No    n.a.  

Columbia Capital Allocation Aggressive Portfolio

   No    n.a.  

Columbia Capital Allocation Conservative Portfolio

   No    n.a.  

Columbia Capital Allocation Moderate Portfolio

   No    n.a.  

Columbia Commodity Strategy Fund

   No    n.a.  

Columbia Diversified Equity Income Fund

   No    n.a.  

Columbia Dividend Opportunity Fund

   No    n.a.  

Columbia Emerging Markets Bond Fund

   No    n.a.  

Columbia European Equity Fund

   No    n.a.  

Columbia Flexible Capital Income Fund

   No    n.a.  

Columbia Floating Rate Fund

   No    n.a.  

Columbia Global Bond Fund

   No    n.a.  

Columbia Global Equity Value Fund

   No    n.a.  

Columbia Global Infrastructure Fund

   No    n.a.  

Columbia Global Opportunities Fund

   No    n.a.  

Columbia High Yield Bond Fund

   No    n.a.  

Columbia Income Builder Fund

   No    n.a.  

Columbia Income Opportunities Fund

   No    n.a.  

Columbia Inflation Protected Securities Fund

   No    n.a.  

Columbia Large Core Quantitative Fund

   No    n.a.  

Columbia Large Growth Quantitative Fund

   No    n.a.  

Columbia Large Value Quantitative Fund

   No    n.a.  

Columbia Limited Duration Credit Fund

   No    n.a.  

Columbia Large Cap Growth Fund IV (f/k/a Columbia Marsico Flexible Capital Fund)

   No    n.a.  

Columbia Minnesota Tax-Exempt Fund

   No    n.a.  

Columbia Money Market Fund

   No    n.a.  

Columbia Mortgage Opportunities Fund

   Yes    500%  

 

I-6


Borrower

   Designated
Borrower
   Designated
Percentage
  Pro Rata
Allocation %

Columbia Multi-Advisor Small Cap Value Fund

   No    n.a.  

Columbia Select Global Equity Fund (f/k/a Columbia Global Equity Fund)

   No    n.a.  

Columbia Select Large-Cap Value Fund

   No    n.a.  

Columbia Select Smaller-Cap Value Fund

   No    n.a.  

Columbia Seligman Communications and Information Fund

   No    n.a.  

Columbia Seligman Global Technology Fund

   No    n.a.  

Columbia Short-Term Cash Fund

   No    n.a.  

Columbia Small/Mid Cap Value Fund

   No    n.a.  

Columbia U.S. Government Mortgage Fund

   No    n.a.  

Columbia Funds Variable Series Trust II

       

Columbia Variable Portfolio – Balanced Fund

   No    n.a.  

Columbia Variable Portfolio – Cash Management Fund

   No    n.a.  

Columbia Variable Portfolio – Commodity Strategy Fund

   Yes    500%  

Columbia Variable Portfolio – Core Equity Fund

   No    n.a.  

Columbia Variable Portfolio – Dividend Opportunity Fund

   No    n.a.  

Columbia Variable Portfolio – Emerging Markets Bond Fund

   No    n.a.  

Columbia Variable Portfolio – Emerging Markets Fund

   No    n.a.  

Columbia Variable Portfolio – Global Bond Fund

   No    n.a.  

Columbia Variable Portfolio – High Yield Bond Fund

   No    n.a.  

Columbia Variable Portfolio – Income Opportunities Fund

   No    n.a.  

Columbia Variable Portfolio – Intermediate Bond Fund (f/k/a Columbia Variable Portfolio –Fund)

   No    n.a.  

Columbia Variable Portfolio – Large Cap Growth Fund

   No    n.a.  

Columbia Variable Portfolio – Large Cap Index Fund (f/k/a Columbia Variable Portfolio – S&P 500 Index Fund)

   No    n.a.  

Columbia Variable Portfolio – Large Core Quantitative Fund

   No    n.a.  

Columbia Variable Portfolio – Limited Duration Credit Fund

   No    n.a.  

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

   Yes    500%  

Columbia Variable Portfolio – Mid Cap Growth Fund (f/k/a Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund)

   No    n.a.  

Columbia Variable Portfolio – Mid Cap Value Fund (f/k/a Columbia Variable Portfolio – Mid Cap Value Opportunity Fund)

   No    n.a.  

Columbia Variable Portfolio – Select International Equity Fund (f/k/a Columbia Variable Portfolio – International Opportunity Fund)

   No    n.a.  

 

I-7


Borrower

   Designated
Borrower
   Designated
Percentage
   Pro Rata
Allocation %

Columbia Variable Portfolio – Select Large-Cap Value Fund

   No    n.a.   

Columbia Variable Portfolio – Select Smaller-Cap Value Fund

   No    n.a.   

Columbia Variable Portfolio – Seligman Global Technology Fund

   No    n.a.   

Columbia Variable Portfolio – U.S. Equities Fund (f/k/a Variable Portfolio – Columbia Wanger U.S. Equities Fund)

   No    n.a.   

Columbia Variable Portfolio – U.S. Government Mortgage Fund

   No    n.a.   

Variable Portfolio – Aggressive Portfolio

   No    n.a.   

Variable Portfolio – American Century Diversified Bond Fund

   No    n.a.   

Variable Portfolio – Blackrock Global Inflation-Protected Securities Fund

   No    n.a.   

Variable Portfolio – Columbia Wanger International Equities Fund

   No    n.a.   

Variable Portfolio – Conservative Portfolio

   No    n.a.   

Variable Portfolio – DFA International Value Fund

   No    n.a.   

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

   No    n.a.   

Variable Portfolio – Holland Large Cap Growth Fund

   No    n.a.   

Variable Portfolio – Invesco International Growth Fund

   No    n.a.   

Variable Portfolio – J.P. Morgan Core Bond Fund

   No    n.a.   

Variable Portfolio – Jennison Mid Cap Growth Fund

   No    n.a.   

Variable Portfolio – Loomis Sayles Growth Fund

   No    n.a.   

Variable Portfolio – MFS Value Fund

   No    n.a.   

Variable Portfolio – Moderate Portfolio

   No    n.a.   

Variable Portfolio – Moderately Aggressive Portfolio

   No    n.a.   

Variable Portfolio – Moderately Conservative Portfolio

   No    n.a.   

Variable Portfolio – Morgan Stanley Global Real Estate Fund

   No    n.a.   

Variable Portfolio – NFJ Dividend Value Fund

   No    n.a.   

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

   No    n.a.   

Variable Portfolio – Partners Small Cap Growth Fund

   No    n.a.   

Variable Portfolio – Partners Small Cap Value Fund

   No    n.a.   

Variable Portfolio – Pyramis® International Equity Fund

   No    n.a.   

 

I-8


Borrower

   Designated
Borrower
   Designated
Percentage
   Pro Rata
Allocation %

Variable Portfolio – Sit Dividend Growth Fund

   No    n.a.   

Variable Portfolio – TCW Core Plus Bond Fund

   No    n.a.   

Variable Portfolio – Victory Established Value Fund

   No    n.a.   

Variable Portfolio – Wells Fargo Short Duration Government Fund

   No    n.a.   

Columbia Funds Series Trust

        

Columbia AMT-Free California Intermediate Muni Bond Fund

   No    n.a.   

Columbia AMT-Free Georgia Intermediate Muni Bond Fund

   No    n.a.   

Columbia AMT-Free Maryland Intermediate Muni Bond Fund

   No    n.a.   

Columbia AMT-Free North Carolina Intermediate Muni Bond Fund

   No    n.a.   

Columbia AMT-Free South Carolina Intermediate Muni Bond Fund

   No    n.a.   

Columbia AMT-Free Virginia Intermediate Muni Bond Fund

   No    n.a.   

Columbia Capital Allocation Moderate Aggressive Portfolio

   No    n.a.   

Columbia Capital Allocation Moderate Conservative Portfolio

   No    n.a.   

Columbia Convertible Securities Fund

   No    n.a.   

Columbia Global Strategic Equity Fund (f/k/a Columbia LifeGoal Growth Portfolio)

   No    n.a.   

Columbia International Opportunities Fund (f/k/a Columbia Marsico International Opportunities Fund)

   No    n.a.   

Columbia International Value Fund

   No    n.a.   

Columbia Large Cap Enhanced Core Fund

   No    n.a.   

Columbia Large Cap Index Fund

   No    n.a.   

Columbia Large Cap Growth Fund II (f/k/a Columbia Marsico 21st Century Fund)

   No    n.a.   

Columbia Large Cap Growth Fund III (f/k/a Columbia Marsico Focused Equities Fund)

   No    n.a.   

Columbia Select Global Growth Fund (f/k/a Columbia Marsico Global Fund)

   No    n.a.   

Columbia Large Cap Growth Fund V (f/k/a Columbia Marsico Growth Fund)

   No    n.a.   

Columbia Mid Cap Index Fund

   No    n.a.   

Columbia Mid Cap Value Fund

   No    n.a.   

Columbia Overseas Value Fund

   No    n.a.   

 

I-9


Borrower

   Designated
Borrower
   Designated
Percentage
  Pro Rata
Allocation %

Columbia Select International Equity Fund (f/k/a Columbia Multi-Advisor International Equity Fund)

   No    n.a.  

Columbia Select Large Cap Equity Fund

   No    n.a.  

Columbia Short Term Bond Fund

   No    n.a.  

Columbia Short Term Municipal Bond Fund

   No    n.a.  

Columbia Small Cap Index Fund

   No    n.a.  

Columbia Small Cap Value Fund II

   No    n.a.  

Columbia Funds Series Trust I

       

Active Portfolios ® Multi-Manager Alternative Strategies Fund

   Yes    1,000%  

Active Portfolios ® Multi-Manager Core Plus Bond Fund

   No    n.a.  

Active Portfolios ® Multi-Manager Growth Fund

   No    n.a.  

Active Portfolios ® Multi-Manager Small Cap Equity Fund

   No    n.a.  

CMG Ultra Short Term Bond Fund

   No    n.a.  

Columbia Adaptive Alternatives Fund

   Yes    400%  

Columbia Adaptive Risk Allocation Fund

   No    n.a.  

Columbia AMT-Free Connecticut Intermediate Muni Bond Fund

   No    n.a.  

Columbia AMT-Free Intermediate Muni Bond Fund

   No    n.a.  

Columbia AMT-Free Massachusetts Intermediate Muni Bond Fund

   No    n.a.  

Columbia AMT-Free New York Intermediate Muni Bond Fund

   No    n.a.  

Columbia AMT-Free Oregon Intermediate Muni Bond Fund

   No    n.a.  

Columbia Balanced Fund

   No    n.a.  

Columbia Bond Fund

   No    n.a.  

Columbia California Tax-Exempt Fund

   No    n.a.  

Columbia Contrarian Core Fund

   No    n.a.  

Columbia Corporate Income Fund

   No    n.a.  

Columbia Diversified Absolute Return Fund

   Yes    400%  

Columbia Diversified Real Return Fund

   No    n.a.  

Columbia Dividend Income Fund

   No    n.a.  

Columbia Emerging Markets Fund

   No    n.a.  

Columbia Global Dividend Opportunity Fund

   No    n.a.  

Columbia Global Energy and Natural Resources Fund

   No    n.a.  

Columbia Global Inflation-Linked Bond Plus Fund

   No    n.a.  

Columbia Global Technology Growth Fund

   No    n.a.  

 

I-10


Borrower

   Designated
Borrower
   Designated
Percentage
  Pro Rata
Allocation %

Columbia Global Unconstrained Bond Fund

   Yes    500%  

Columbia Greater China Fund

   No    n.a.  

Columbia High Yield Municipal Fund

   No    n.a.  

Columbia Intermediate Bond Fund

   No    n.a.  

Columbia Large Cap Growth Fund

   No    n.a.  

Columbia Mid Cap Growth Fund

   No    n.a.  

Columbia Multi-Asset Income Fund

   No    n.a.  

Columbia New York Tax-Exempt Fund

   No    n.a.  

Columbia Pacific/Asia Fund

   No    n.a.  

Columbia Real Estate Equity Fund

   No    n.a.  

Columbia Select Large Cap Growth Fund

   No    n.a.  

Columbia Small Cap Core Fund

   No    n.a.  

Columbia Small Cap Growth Fund I

   No    n.a.  

Columbia Small Cap Value Fund I

   No    n.a.  

Columbia Strategic Income Fund

   No    n.a.  

Columbia Tax-Exempt Fund

   No    n.a.  

Columbia U.S. Social Bond Fund

   No    n.a.  

Columbia U.S. Treasury Index Fund

   No    n.a.  

Columbia Value and Restructuring Fund

   No    n.a.  

Columbia Funds Variable Insurance Trust

       

Columbia Variable Portfolio - Asset Allocation Fund

   No    n.a.  

Columbia Variable Portfolio - Contrarian Core Fund

   No    n.a.  

Columbia Variable Portfolio - Core Bond Fund

   No    n.a.  

Columbia Variable Portfolio - Diversified Absolute Return Fund (f/k/a Columbia Variable Portfolio - Multi-Strategy Alternatives Fund)

   Yes    500%  

Columbia Variable Portfolio - Managed Volatility Conservative Fund

   Yes    500%  

Columbia Variable Portfolio - Managed Volatility Conservative Growth Fund

   Yes    500%  

Columbia Variable Portfolio - Managed Volatility Growth Fund

   Yes    500%  

Columbia Variable Portfolio - Select Large Cap Growth Fund

   No    n.a.  

Columbia Variable Portfolio - Small Cap Value Fund

   No    n.a.  

Columbia Variable Portfolio - Small Company Growth Fund

   No    n.a.  

Columbia Variable Portfolio - Strategic Income Fund

   No    n.a.  

Variable Portfolio - AQR Managed Futures Strategy Fund

   Yes    1,000%  

 

I-11


Borrower

   Designated
Borrower
   Designated
Percentage
  Pro Rata
Allocation %

Variable Portfolio - Multi-Manager Diversified Income Fund

   Yes    500%  

Variable Portfolio - Multi-Manager Interest Rate Adaptive Fund

   Yes    500%  

Variable Portfolio - Pyrford International Equity Fund

   No    n.a.  

Columbia Funds Variable Insurance Trust I

       

Columbia Variable Portfolio –International Opportunities Fund (f/k/a Columbia Variable Portfolio – Marsico International Opportunities Fund)

   No    n.a.  

Columbia Variable Portfolio – Large Cap Growth Fund II (f/k/a Columbia Variable Portfolio - Marsico 21st Century Fund)

   No    n.a.  

Columbia Variable Portfolio - Large Cap Growth Fund III (f/k/a Columbia Variable Portfolio - Marsico Focused Equities Fund)

   No    n.a.  

Variable Portfolio – Loomis Sayles Growth Fund II (f/k/a Columbia Variable Portfolio - Marsico Growth Fund)

   No    n.a.  

 

I-12


SCHEDULE II

COMMITMENTS

 

Name of Lender

   Amount of Commitment      Amount of Swing
Line Commitment
 

JPMORGAN CHASE BANK, N.A.

   $ 130,000,000.00       $ 66,666,668.00   

CITIBANK, N.A.

   $ 130,000,000.00       $ 66,666,666.00   

HSBC BANK USA, N.A.

   $ 130,000,000.00       $ 66,666,666.00   

WELLS FARGO BANK, NATIONAL ASSOCIATION

   $ 115,000,000.00       $ 0   

BANK OF AMERICA, N.A.

   $ 100,000,000.00       $ 0   

THE BANK OF NEW YORK MELLON

   $ 60,000,000.00       $ 0   

U.S. BANK, NATIONAL ASSOCIATION

   $ 60,000,000.00       $ 0   

BNP PARIBAS

   $ 48,000,000.00       $ 0   

CREDIT SUISSE AG, NEW YORK BRANCH

   $ 48,000,000.00       $ 0   

DEUTSCHE BANK AG NEW YORK BRANCH

   $ 48,000,000.00       $ 0   

MORGAN STANLEY BANK, N.A.

   $ 48,000,000.00       $ 0   

UBS AG, STAMFORD BRANCH

   $ 48,000,000.00       $ 0   

GOLDMAN SACHS BANK USA

   $ 35,000,000.00       $ 0   
  

 

 

    

 

 

 

Total:

   $ 1,000,000,000       $ 200,000,000   

C OLUMBIA A TLANTIC B OARD

Overview and Statement

Section 17(j) of the 1940 Act makes it unlawful for any affiliated person of or principal underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for an investment company, to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such person of any security held or to be acquired by such investment company in contravention of such rules as the SEC may adopt to prevent any such acts, practices and courses of business as are fraudulent, deceptive or manipulative. Section 17(j) is intended to permit the SEC to create guidelines to prohibit persons affiliated with investment companies and their investment advisers and principal underwriters from engaging in securities transactions for their personal accounts when such transactions are likely to conflict with the investment programs of such investment companies.

In response to Section 17(j), the SEC adopted Rule 17j-1 under the 1940 Act. Rule 17j-1:

 

  Prohibits affiliated persons of investment companies, and affiliated persons of their investment advisers and principal underwriters, from defrauding the investment company;

 

  Requires investment companies, their investment advisers and principal underwriters to adopt written codes of ethics containing provisions reasonably necessary to prevent certain affiliated persons known as “access persons” (defined in Section II) from defrauding the investment company; and

 

  Requires access persons to report to the investment company, adviser or distributor all transactions in securities of which they are the beneficial owners, subject to certain exceptions.

The Code of Ethics (the “Code”) set forth in this document shall apply to each covered fund 1 (“Fund”) advised by Columbia Management Investment Advisers, LLC. whose Board specifically adopts the Code. The Code applies to any of a Fund’s access persons and independent access persons 2 , (as defined below) who are not otherwise covered under a Code of Ethics of the Adviser (including any Sub-adviser) or principal underwriter of the Fund that has been approved by the Board 3 (an “Investment Adviser Code”). A person who is deemed an access person of the Fund and who is also an access person of the Adviser (including any Sub-

adviser)

 

1   A covered fund is a closed end fund, a mutual fund, or an exchange traded fund for which CMIA serves as an investment adviser or for which an affiliate of CMIA serves as principal underwriter.
2   For purposes of the Code, each consultant who is engaged by the Board and who, in the course of his or her duties, receives all the information made available to independent access persons shall be treated as an independent access person.
3  

The Investment Adviser Code of Ethics for Covered Persons was adopted by Columbia Management Investment Advisers, LLC and Columbia Management Investment Distributors, Inc. and approved by the Fund Boards pursuant to Rule 17j-1. Any Sub-advisers to the covered funds and ALPS, statutory underwriter to the Columbia ETFs, have also adopted Investment Adviser Codes that the applicable Board, as applicable, has approved pursuant to Rule 17j-1

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 1 of 11


or principal underwriter to the Fund is only required to report under and otherwise comply with the Investment Adviser Code. Such persons, however, are still subject to the principles and prohibitions contained in Section I of the Fund’s Code.

Regardless of a person’s designation, Sections III and IV of this Code apply to all access and independent access persons of a Fund.

This Fund Policy should be read and interpreted in conjunction with the Overview and Implementation of the Compliance Program Policy .

 

I. Purpose.

The Board of each Fund has adopted this Code in order to comply with applicable regulatory requirements as outlined below:

Rule 17j-1(b) under the 1940 Act makes it unlawful for any officer or Board member of a Fund (as well as other persons who are access persons), in connection with the purchase or sale, directly or indirectly, by such person of a security “held or to be acquired” 4 by the Fund:

 

  A. To employ any device, scheme or artifice to defraud the Fund;

 

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

 

  C. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

 

  D. To engage in any manipulative practice with respect to the Fund.

The restrictions included in this Code are designed to prevent violations of these prohibitions. (See Rule 17j-1(b)).

In addition, the Investment Company Institute (the “ICI”) has suggested that investment companies adopt additional measures to obviate conflicts, prevent and detect abusive practices and preserve the confidence of investors. Various requirements included in this Code are intended to substantially conform to additional measures suggested by the ICI.

This Code states the general principle for the operations of the Fund, sets out the principles of conduct for the members of the Board, and establishes requirements to assure transactions are carried out consistent with the standard.

 

II. Definitions.

Access person is any director, officer or employee of the Fund and any individual (other than an independent access person (as defined below)) who falls within the definition of “Access Person” under Rule 17j-1 of the Investment Company Act of 1940, as amended (the “1940 Act”).

 

4   A security “held or to be acquired” by the Fund means any “Covered Security” which, within the most recent 15 days: (i) is or has been held by the Fund; or (ii) is being or has been considered by the Fund or its Adviser for purchase by the Fund; and any option to purchase or sell, and any security convertible into or exchangeable for, a “Covered Security.”

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 2 of 11


Independent access person is a director/trustee of the Fund who is not an “interested person” (as defined by the 1940 Act) of the Fund. The Fund’s CCO shall maintain a list of independent access persons of the Fund and advise them of their status once each year.

Covered security is any stock, bond or other security as defined in Section 2(a)(36) of the 1940 Act, except that covered security does not include a security issued by the Government of the United States, a bankers’ acceptance, a bank certificate of deposit, commercial paper or high quality short-term debt instrument, including a repurchase agreement, or shares issued by a registered open-end investment company (other than a covered fund or an exchange traded fund).

Covered security transaction includes, among other things, a transaction in a covered security, an option to purchase or sell a covered security and an over-the-counter contract on a narrow-based index of securities.

 

III. Policy Regarding Insider Trading.

No access person or independent access person who has any material non-public information relating to a covered security or to any publicly-traded companies or any issuer thereof with which the Fund or its investment manager, CMIA (or its affiliates) does business, such as customers, partners, or suppliers, may buy or sell such covered securities (or securities of such publicly-traded companies), pass the information to others for use in trading in securities or otherwise attempt to take advantage of the information.

For purposes of this Code, immediate family member means any parent, spouse of a parent, child, spouse of a child, spouse, domestic partner, brother, or sister (including step and adoptive relationships) sharing the same household.

 

IV. Procedures.

 

  A. Personal Security Transactions.

 

  1. Prohibited Security Transactions in Covered Securities

No access person or independent access person shall purchase or sell, directly or indirectly, any covered security in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, or cause any account over which he or she has any direct or indirect influence or control to purchase or sell any covered security , if at the time of such purchase or sale he or she knew or should have known the covered security is being considered for purchase or sale, or is being purchased or sold, for the Fund.

 

  2. Prohibited Transactions in Shares of a Fund

No access person or independent access person shall purchase or redeem (or, in the case of a covered security issued by a closed-end fund, sell) shares of a Fund in a manner that a reasonable investor would perceive to be market timing. The shares of all Funds, except for any money market Fund operating under Rule 2a-7 under the 1940 Act, are subject to this prohibition.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 3 of 11


  3. Prohibited Use of Material, Nonpublic Information

No access person or independent access person shall trade, either personally or on behalf of others, while in possession of material, nonpublic information, nor may they communicate material, nonpublic information to others in violation of the law.

The restrictions set forth in Section IV shall not apply to:

 

    Purchases or sales over which the person has no direct or indirect influence or control (i.e., non-volitional trades);

 

    Purchases which are part of an “Automatic Investment Plan” 5 ;

 

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

 

    Sales which are effected pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities; or

 

    Purchases or sales in an investment advisory account of the person (either or alone or with others) over which the investment adviser for the account exercises investment discretion if the person did not have knowledge of the transaction before it was executed.

 

  B. Reporting.

 

  1. Access Persons.

Access persons who are not otherwise covered under an Investment Adviser Code and are not independent access persons shall file initial, quarterly and annual reports as follows with the Chief Compliance Officer:

 

  i. Initial Holdings Report.

Each access person shall, upon assuming the position by which he or she became an access person, file a copy of each brokerage statement from the previous month which reflects the title, number of shares and principal amount of each covered security in which the access person has a direct or indirect beneficial ownership, and the name of any broker, dealer or bank with whom an account containing covered securities is held.

The same information must be provided for any covered security in which the access person has a direct or indirect beneficial ownership which is not reflected on brokerage statements. The report must be dated and filed within 10 days of assuming the position. See Appendix A for Sample Report.

 

 

5   An “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes, without limitation, dividend and stock reinvestment plans.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 4 of 11


  ii. Quarterly Transaction Report.

A report shall be filed at the end of each calendar quarter that states the access person had no covered security transactions during the quarter, or had only covered security transactions that are set forth on the monthly statements issued by each broker at which the access person has an account. The report shall attach these monthly statements from each brokerage account he or she maintains which shall include the following information:

 

  a. Date of the transaction;

 

  b. Title of the security, interest rate and maturity date;

 

  c. Number of shares or principal amount;

 

  d. Nature of transaction (purchase, sale, option, etc.); and

 

  e. Price at which the transaction was effected.

Any transaction in a covered security not reflected on the brokerage statements shall be described on the report. The report shall be dated and filed within 30 days after the end of the calendar quarter. See Appendix B for Sample Report.

 

  iii. Annual Holdings Report.

An annual report shall be filed that references each brokerage statement for the previous month, and shall list the title, number of shares and principal amount of any other covered security not listed on the statement in which the access person has a direct or indirect beneficial ownership.

In addition, it shall state that the access person has read the Code and complied with its provisions. All annual reports shall be dated and filed no later than 30 days after the end of the year. See Appendix C for Sample Report.

 

  iv. Annual Review.

The senior compliance manager will report to the Fund CCO any violation and the Fund CCO will report such matters to the Board.

 

  2. Independent access persons.

Independent access persons shall report to the Chief Compliance Officer, who shall have responsibility for reviewing each report, on a quarterly (if applicable) and an annual basis as follows:

 

  i. Quarterly report.

No quarterly report shall be filed unless at the time of a covered security transaction , the independent access person knew or in the ordinary course of

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 5 of 11


fulfilling his or her official duties as a Board member should have known, that during the 15-day period immediately preceding or following the date of the transaction, the covered security was purchased or sold or was being considered for purchase or sale for the Fund. It is the responsibility of the Fund officers and the investment manager to keep to a minimum any discussion with independent access persons pertaining to covered securities that are being considered or being actively traded for the Fund and to alert independent access persons when such a discussion occurs so that they can avoid trading the covered security . Prior to or immediately following the adjournment of any Board meeting (in person or telephonic), a list of any covered securities that, based on discussions during the Board meeting, the independent access persons might have a reasonable basis for knowing, during the 15-day period immediately preceding the meeting, were purchased or sold by or were being considered for purchase or sale for the Fund.

 

  ii. Annual report.

An annual report shall be filed stating whether he or she has read the Code and complied with its provisions. See Appendix D for Sample Report.

 

V. Recordkeeping.

Recordkeeping functions under this Code are performed by AMC for both access persons and independent access persons . The following records shall be maintained by AMC, as applicable for a period of seven years and shall keep all reports filed pursuant to this Code confidential except that such reports will be made available to the CCO, the SEC, or any representative thereof upon proper request:

 

  A. A copy of the Code of Ethics;

 

  B. A list of all independent access persons and a list of persons responsible for reviewing their reports;

 

  C. A record of any violation and of any action taken;

 

  D. A copy of each report filed under this Code; and

 

  E. A copy of each written report and certification furnished to the Board by the CCO, on the Fund’s behalf.

 

VI. Review of the Code by the Board.

On an annual basis, the Board shall review operation of this Code and shall adopt such amendments as may be necessary to assure that the Code contains provisions reasonably necessary to prevent violations of Rule 17j-1(b).

In addition to adhering to the requirements listed in this Code of Ethics Fund Policy, trustees/directors will complete an Annual Questionnaire, which is designed to evaluate potential conflicts of interests, employment/director positions, and ownership of certain securities.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 6 of 11


At least annually, the CCO, on the Fund’s behalf, will provide to the Board, and the Board will consider, a written report that:

 

  A. Describes any issues arising under the Code or related procedures during the past year, including, but not limited to, information about material violations of the Code or any procedures adopted in connection therewith and that describes the sanctions imposed in response to material violations; and

 

  B. Certifies that the Fund and each service provider have adopted procedures reasonably necessary to prevent access persons from violating the Code.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

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APPENDIX A

[NAME OF FUND COMPLEX]

Initial Holdings Report*

Pursuant to Section IV(B)(I)(i) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below** all holdings of Covered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on                  , 201    , the day I became an Access Person . I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)

 

Title of Security

   Number of Shares (equity security) or
Principal Amount (debt security)
  
  
  
  

Security Accounts (holding securities for my direct or indirect benefit)

 

Broker, Dealer or Bank Name

  

Name(s) on Account

      
      
      

This report may exclude holdings and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect “Beneficial Ownership” in the holdings and accounts listed above.

 

Dated:  

 

    Signature:  

 

 

* Please complete and submit this form no later than 10 days after you became an “Access Person”.
** You may attach account statements instead of listing holdings and security accounts.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

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APPENDIX B

[NAME OF FUND COMPLEX]

Quarterly Transaction Report*

Pursuant to Section IV(B)(I)(ii) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below** all transactions effected in Covered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts established at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit during the calendar quarter ended                  , 201    . I understand that I am required to report my own transactions and accounts, and transactions and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)

 

Title of Security

   Date of
Transaction
   Number of Shares
(equity security) or
Principal Amount
(debt security)
   Interest Rate
and Maturity
Date (if
applicable)
   Nature of
Transaction
(Purchase,
Sale Other)
   Price of
Covered
Security
   Broker,
Dealer
or Bank
Name
   Ticker
Symbol or
CUSIP
Number
                    
                    

Security Accounts (holding securities for my direct or indirect benefit)

 

Broker, Dealer or Bank Name

  

Name(s) on Account

  

Date Account Was Established

     
     

This report may exclude transactions and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect “Beneficial Ownership” in the securities and accounts listed above.

 

Dated:  

 

    Signature:  

 

 

* Please complete and submit this form no later than 30 days after the end of each calendar quarter.
** You may attach account statements instead of listing transactions and security accounts.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 9 of 11


APPENDIX C

[NAME OF FUND COMPLEX]

December 31, 201     Annual Holdings Report*

Pursuant to Section IV(B)(1)(iii) of the Code of Ethics

To the Senior Compliance Manager:

I have reported below** all holdings of Covered Securities in which I had any direct or indirect “Beneficial Ownership” and all accounts maintained at brokers, dealers, and/or banks that held any securities directly or indirectly for my benefit on December 31, 201    . I understand that I am required to report my own holdings and accounts, and holdings and accounts of: (a) immediate family members who live with me, (b) partnerships of which I am a general partner, (c) trusts of which I am a trustee if I have investment control and either I have a pecuniary interest or an immediate family member is a beneficiary (whether or not they live with me), (d) revocable trusts of which I am a settlor, and (e) trusts of which I am a beneficiary if I have any investment control.

“Covered Securities” (direct or indirect “Beneficial Ownership”)

 

Title of Security

   Number of Shares (equity security)
or Principal Amount (debt security)
   Ticker Symbol or CUSIP Number
     
     

Security Accounts (holding securities for my direct or indirect benefit)

 

Broker, Dealer or Bank Name

  

Name(s) on Account

  
  
  

This report may exclude holdings and accounts as to which I had no direct or indirect influence or control, and is not an admission that I have or had any direct or indirect “Beneficial Ownership” in the holdings and accounts listed above.

 

Dated:  

 

    Signature:  

 

 

* Please complete and submit this form no later than 30 days after the end of each calendar year.
** You may attach account statements instead of listing holdings and accounts.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 10 of 11


APPENDIX D

[NAME OF FUND COMPLEX]

Annual Certification of Compliance

for the Calendar Year Ended December 31, 201    .

Pursuant to Section IV(B)(2)(ii) of the Code of Ethics

To the Senior Compliance Manager:

I hereby certify that, during the calendar year specified above, I have complied with the requirements of the Code of Ethics and have disclosed or reported all accounts, holdings and personal securities transactions, if any, that I am required to disclose or report pursuant to the requirements of the Code of Ethics. I have read and understand the Code of Ethics and recognize that I am subject thereto.

 

Dated:  

 

    Signature:  

 

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the online version to verify that this Fund Policy has not been updated or otherwise changed. This Fund Policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

Page 11 of 11

AQR CAPITAL MANAGEMENT, LLC

Code of Ethics

 

A) General Standards

 

a Preamble

AQR has adopted the following Code of Ethics (the “Code”) to achieve the highest level of ethical standards and compliance with federal securities laws. AQR’s Code is comprised of the General Standards, the Personal Trading Policy, and the Policy to Prevent the Misuse of Material Non-Public Information. The Code is designed to reasonably prevent any Covered Person;

 

  i) from employing a device, scheme or artifice to defraud any person;

 

  ii) from making to any person any untrue statement of a material fact or omit to state to a fund or any client a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

 

  iii) from engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person;

 

  iv) from engaging in a manipulative practice with respect to any client; in connection with purchase or sale of a security held or to be acquired by any person; and

 

  v) from violating federal and state securities laws.

As a fiduciary, AQR owes its clients more than honesty and good faith alone. AQR has an affirmative duty to act in the best interests of its clients and to make full and fair disclosure of all material facts, particularly where AQR’s interests may conflict with those of its clients.

Pursuant to this duty, AQR must at all times act in its clients’ best interests, and AQR’s conduct will be measured against a higher standard of conduct than that used for mere commercial transactions. Among the specific obligations that the SEC has indicated flow from an adviser’s fiduciary duty are:

 

  i) a duty to have a reasonable, independent basis for its investment advice;

 

  ii) a duty to obtain best execution for clients’ securities transactions where the adviser is in a position to direct brokerage transactions;

 

  iii) a duty to ensure that its investment advice is suitable to the client’s objectives, needs and circumstances;

 

  iv) a duty to refrain from effecting personal securities transactions inconsistent with client interests; and

 

  v) a duty to be loyal to clients.

Each employee owes the same fiduciary responsibilities to AQR’s clients as set forth above.

 

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b Antifraud Provision

It is unlawful for any AQR employee to directly or indirectly:

 

  i) employ any device, scheme, or artifice to defraud any client or prospective client;

 

  ii) to engage in any transaction, practice, or course of business that operates as a fraud or deceit upon any client or prospective client;

 

  iii) act as a principal for its own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of any such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining consent of the client and CCO or designee to such transaction; or

 

  iv) to engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative.

 

c Conflicts of Interest

Potential conflicts of interest may exist between AQR and its advisory clients. To the extent an activity causes a potential conflict, AQR will disclose the nature of the activity giving rise to the conflict. Prior to engaging in any potentially conflicting business activity AQR employees must obtain approval from the CCO or designee.

Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, as amended (“Advisers Act”) address conflicts of interest that may arise in an investment advisory relationship, even though the conflicts may not specifically involve prohibited activities. Potential conflicts of interest and the higher standard of disclosure to which they are subject, include but are not limited to:

 

  i) when an adviser receives compensation, directly or indirectly, from a source other than the client for recommending a security, the adviser must disclose the nature and extent of the compensation (e.g., when an adviser receives products and services from a consultant, directly or through an affiliate or subsidiary as a package of “bundled” services);

 

  ii) when an adviser or an affiliate of the adviser has an interest (e.g., selling commissions, etc.) in an investment being recommended, the extent of the adviser’s interest must be disclosed;

 

  iii) when an adviser or an affiliate will be buying or selling the same securities as a client, the client should be informed of this fact and also whether the adviser (or the affiliate) is or may be taking a position inconsistent with the client’s position; and

 

  iv) when an adviser or related party compensates a third party for referring a client, the material terms of the arrangement must be disclosed to, and acknowledged, by the client.

 

2


Reporting Personal Conflicts of Interest

AQR employees are required to report any conflict of interest or perceived conflict of interest mentioned above. In addition, AQR employees must report personal conflicts or perceived personal conflicts that may exist between them and AQR/CNH or AQR/CNH’s clients. Potential areas of personal conflicts include but are not limited to:

 

  v) Outside business activities (see the Policy for Outside Activities Section of this Compliance Manual)

 

  vi) Giving and accepting gifts in relation to AQR/CNH’s business (see the Gifts and Entertainment Policy in this Compliance Manual)

 

  vii) Political contributions in relation to AQR/CNH’s business (see the Political Contributions Policy in this Compliance Manual)

 

  viii) Personal securities transactions (part of the Code)

 

  ix) A family member that controls or is employed by a broker/dealer, bank, investment advisor, pension plan, or AQR/CNH client.

 

  x) A loan to an AQR/CNH client (or their employees) or service provider (or their employees).

 

d Enforcement of Fiduciary Duty

AQR has adopted the procedures set forth in this Code to ensure that AQR and its employees fulfill their fiduciary obligations to its clients. Every employee is responsible for understanding and complying with the rules and procedures set forth in the Code and the Compliance Manual.

 

e Compliance Manual Adherence

Failure to comply with the rules and requirements set forth in this Compliance Manual or other AQR policies and procedures may constitute a breach of the Code and in some instances a violation of law. Appropriate remedial action by AQR may include censure, restriction on activities, suspension or termination of employment.

Employees are also required to promptly report, to the Compliance Department, all violations of this Compliance Manual and all other AQR policies and procedures.

 

f Sanctions

Violations of these policies may result in penalties ranging from cancellation of an offending trade (with any resulting loss charged to you and any profits forfeited to charity) to a letter of censure, suspension or termination of employment. In addition, AQR may, in its sole and absolute discretion, suspend or revoke personal trading privileges.

An incidental failure to comply with the Code is not necessarily a violation of law or a violation of AQR’s principles of business conduct. Isolated or inadvertent violations of

 

3


the Code, not resulting in a violation of the law, will be referred to the CCO. The CCO will work the Human Resources Department and the employee’s supervisor to determine the disciplinary action commensurate with the violation, if warranted, that will be imposed.

Violations involving Prohibited Transactions may require the sale of any open positions and disgorgement of any profits realized from the prohibited transaction(s). A pattern of violations that individually do not violate the law but which taken together demonstrate a lack of respect for the Code, may result in disciplinary action, including termination of employment. A violation of the Code resulting in a violation of the law will lead to disciplinary action that may include termination of employment or referral of the matter to the appropriate regulatory agency for civil or criminal investigation.

 

B) Reporting of Transactions in Personal Accounts

 

  a General Policy

It is a general policy of AQR that Covered Persons may trade Securities in Personal Accounts in which they have a direct or indirect Beneficial Interest only if they comply with the Firm’s Personal Trading policies outlined herein. This policy applies to all of the transactions and holdings of a Covered Person in Covered Securities. All exceptions to this policy must be approved by the CCO.

 

  b Duplicate Trade Confirmations and Statements

Employees are required to disclose all Personal Accounts 1 . Upon disclosure of the accounts, the Compliance Department will notify the broker(s) to provide (i) copies or electronic transmissions of all trade confirmations relating to transactions in the Covered Person’s Personal Accounts, and (ii) duplicate copies of periodic brokerage statements or electronic transmissions of monthly holdings.

Trade confirmations should include the following information:

 

    Personal Account holder’s name and account number

 

    Ticker symbol or CUSIP, as applicable

 

    Interest rate and maturity date, as applicable

 

    Quantity of shares or Securities, and the principal amount

 

    Date and nature of transaction ( i.e., purchase, sale or other acquisition or disposition)

 

    Price of the Security

 

    Name of broker, dealer or bank with or through the transaction was effected

 

 

1   New Employees and their Members of Household must disclose all Personal Accounts and securities holdings within ten (10) days of the time the new Employee is hired. Holdings must be current as of a date not more than 45 days prior to the date the individual becomes a Covered Person. This includes Private Investments ( e.g., Limited Offering or Private Placement) and all Covered Securities not held at a broker/dealer.

 

4


For any securities transaction or holding ( e.g., Private Investments) that does not appear on a trade confirmation or brokerage statement, the Employee must provide the Compliance Department with the same information enumerated above within ten (10) days of the end of the calendar quarter in which the transaction occurred. These transactions generally require pre- clearance via the Firm’s Compliance System ( see the Pre-clearance of Private Transactions in this policy before engaging in such transactions).

 

  c Personal Accounts Limited to Approved Brokers

Covered Persons may only maintain Personal Accounts with Firm-approved brokers. Once an account is opened with an Approved Broker, the Employee must obtain Compliance Department approval to commence trading in Covered Securities.    In addition, Employees must notify the Compliance Department through the Firm’s Compliance System when closing a Personal Account. Any exception to this policy must be approved by the CCO. The Firm’s current Approved Brokers are:

1.    TD Ameritrade

2.    Fidelity

3.    Charles Schwab

4.    E*Trade

5.    Interactive Brokers

6.    JP Morgan

7.    Merrill Lynch

8.    Morgan Stanley

9.    Scottrade

10.  UBS

11.  Vanguard

12.  Wells Fargo

 

  d Third Party Managed Accounts

Covered Persons are permitted to maintain third party managed accounts (subject to the Compliance Department’s prior approval) with Approved Brokers that provide the Firm with a copy of the account management agreement and certify to the Firm that the investment manager has exclusive discretionary authority over the account. Transactions within Personal Accounts managed by an independent third party with exclusive discretionary authority are exempt from the Firm’s pre-clearance requirement. 2

Note - If such an arrangement is not in writing, pre-clearance of transactions within such accounts will be required.

 

2   Please note that agreements of non-disclosure cannot be relied on for: (i) joint accounts in which a Covered Person has a Beneficial Interest; or (ii) where investment control is shared with a Covered Person.

 

5


All transactions and holdings within third party managed accounts are subject to periodic monitoring by the Compliance Department.

 

  e Annual Holdings Reports and Certifications

On an annual basis, each Employee is required to certify to their holdings in all Covered Securities and certify to all transactions in Covered Securities no later than 45 days after the end of the calendar year. Additionally, Employees must certify on a quarterly basis adherence to this policy. Please note such certifications are required even if the Employee does not hold Personal Accounts or enter into any transactions. The above-referenced certifications must be completed electronically through the Firm’s Compliance System.

 

  f Pre-clearance Requirements

 

  i. Pre-clearance of Personal Trades

Employees are required to pre-clear all transactions in Covered Securities through the Firm’sCompliance System.

 

  ii. Pre-clearance of Private Investments

Each Employee is required to pre-clear all transactions in Private Investments through the Firm’s Compliance System. Employees are also required to provide the Compliance Department with a copy of any offering memorandum, term sheet, subscription agreement, or other information, as required.

 

  iii. Personal Loans

Employees must pre-clear with the Compliance Department any personal loan with a Financial Institution that will be collateralized by Securities. The pre-clearance request should be emailed to the Compliance Department at employeetrading@aqr.com. Pre-clearance involves supplying the Compliance Department with the name of the Financial Institution, the security or securities used as collateral and a description of the loan’s purpose.

 

  iv. Transactions Not Requiring Pre-clearance

The following transaction types do not require pre-clearance by the Compliance Department and are not subject to holding period rules. Covered Persons need NOT report or pre-clear transactions in the following exempt securities:

 

    direct obligations of the Government of the United States;

 

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

 

    shares issued by open-end registered investment companies (mutual funds); and

 

    currency futures, currencies, currency forwards and derivatives thereof.

 

6


  g Pre-clearance Procedures

Employees must adhere to the following pre-clearance procedures:

 

    Pre-clearance requests must be submitted electronically through the Firm’s Compliance System. If an Employee is unable to access the Compliance System, the pre-clearance request should be emailed to the Compliance Department at employeetrading@aqr.com .

 

    The Compliance System will approve or deny the transaction per the Compliance Department’s parameters.

 

    If approval is granted, it is effective only on the date of approval.

 

    The Compliance Department reserves the right to deny any trade for any reason. The reasons for any such denial may not be shared with the Employee.

 

    If a pre-clearance request is approved, there may be a possibility that the trade will subsequently be denied by the Compliance Department.

Note - Facts and circumstances may occur, post pre-clearance approval, which may compel the Compliance Department to require a reversal of the trade and disgorgement of any resulting gains.

 

  h Prohibitions and Restrictions on Personal Transactions

 

  i. Material Nonpublic Information.

The purchase or sale of any Securities while in possession of material nonpublic information (“MNPI”) regarding any issuer of such Securities is strictly prohibited. Any Employee who comes into possession of MNPI must immediately contact the CCO or the Compliance Department. Please see the “Policy to Prevent the Misuse of Material Nonpublic Information” section of the Compliance Manual for additional information .

 

  ii. Restricted List.

Trading in Securities and derivatives thereof of issuers on the Firm’s Restricted List is prohibited .

 

  iii. Market Abuse.

The Firm strictly prohibits Employees from engaging in any personal transactions in mutual funds that could be perceived as market abuse (e.g., market timing) or in a manner inconsistent with a mutual fund’s prospectus.

 

  iv. Required Holding Period.

A Covered Person may not purchase and sell, or sell and purchase, the same stock or equivalent (including any exchange traded funds, unit trusts and closed-end funds based on one issuer or a Narrow-Based Securities Index) within 30 calendar days. Exceptions may be granted by the CCO under certain circumstances ( i.e. extreme financial need).

 

7


Note - This policy does not apply to broad based unaffiliated, closed-end funds, unit trusts, exchange traded funds or Exempt Securities.

 

  v. Short Sales.

All short sales are prohibited. If a Covered Person commences employment with an outstanding short position, such position must be exited within 120 days. Prior to exiting the position, the transaction must be pre-cleared with the Compliance Department at employeetrading@aqr.com .

 

  vi. Options.

Trading in options is prohibited. If a Covered Person has an outstanding option position prior to the imposition of this policy or commences employment with such a position, the position may be exercised or held until expiration.

 

  vii. Initial Public Offerings.

Purchasing of any security issued in an Initial Public Offering of an issuer’s Securities is prohibited.

 

  viii. Futures.

Trading in futures is prohibited. If a Covered Person has an outstanding futures position prior to the imposition of this policy or commences employment with such a position, the position may be held until the expiration date or exited within 120 days.

Note - if a Covered Person wishes to exit an existing futures position, this transaction must be pre-cleared with the Compliance Department at employeetrading@aqr.com .

 

  ix. Front Running.

Front running is prohibited. Front running is taking a position in a Security or interest in a Personal Account with knowledge that the Firm will soon take a position in the same Security or interest. The Firm prohibits front running because it may disadvantage a Client by possibly impacting the price of a transaction subsequently entered into on behalf of a Client.

 

  x. Scalping.

Scalping is prohibited. Scalping refers to taking improper advantage of a Client’s trading for the benefit of a Covered Person’s Personal Account. The Firm prohibits scalping because it may disadvantage a Client in relation to pricing and/or execution.

 

  xi. Excessive Activity

Personal Trading should not interfere with an Employee’s responsibilities to the Firm. The Compliance Department reviews the volume of all Employees’ personal trading and reserves the right to restrict personal trading for a particular Employee or for all Employees.

 

8


  i Personal Trading Violations

The CCO reserves the right to prohibit a Covered Person’s personal trading at any time for any reason. If a Covered Person does not comply with the Firm’s personal trading policies outlined herein, the Firm may require the Covered Person to trade out of the applicable position. Each Covered Person agrees to exit or liquidate, or to cause such positions to be exited or liquidated, upon instructions from the CCO, with the understanding that no explanation is required if such instruction is given, and no liability will accrue to the Firm as a result of losses arising out of such exit or liquidation.

Personal trading violations may lead to disciplinary action, including the suspension of personal trading privileges or termination of employment or referral of the matter to the appropriate regulatory agency for civil or criminal investigation.

 

C) Policy to Prevent the Misuse of Material Non-Public Information

 

  a Insider Information

Investment advisers often may have access to material information that has not been publicly disseminated. Federal and state securities laws prohibit any purchase or sale of securities on the basis of material non-public information (“MNPI”), or where it was obtained under circumstances contemplating that it would not be used for personal gain, and in certain other circumstances. In addition, “tipping” of others about such information is prohibited. The persons covered by these restrictions are not only “insiders” of publicly traded companies, but also any other person who, under certain circumstances, learns of MNPI about a company, such as attorneys, accountants, consultants or bank lending officers.

Violation of these restrictions has severe consequences for both AQR and its employees. Trading on inside information or communicating inside information to others is punishable by imprisonment of up to ten years and a criminal fine of up to $1,000,000. In addition, employers may be subjected to liability for insider trading or tipping by employees. Broker-dealers and investment advisors may be held liable for failing to take measures to deter securities laws violations where such failure is found to have substantially contributed to or permitted a violation.

Section 204A under the Advisers Act requires all SEC registered investment advisers to establish, maintain and enforce written policies and procedures to prevent the misuse of material, nonpublic information.

 

  i) No employee shall engage in any transaction involving the purchase or sale of securities during any period commencing with the date the employee received the non-public material information concerning a company and ending when the Compliance Department determines that the information been made public. Also, refer to the Reporting Obligations section of this policy below.

 

  ii)

Employees having access to internal financial statements of public companies should scrutinize with particular care any transactions involving the purchase or

 

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  sale of securities of such public companies during the latter part of any fiscal quarter and ending with the close of business on the second day following the day of the public disclosure of the quarterly or annual financial results. As stated previously, refer to the Reporting Obligations section of this policy.

 

  iii) Employment at AQR may from time to time expose employees to MNPI regarding public companies in which accounts managed by AQR (“Client Accounts”) hold an investment. Such information is to be considered as strictly confidential by all employees. Employees shall take all appropriate steps to preserve the confidentiality of such information. For example, employees should restrict access to files or computer records containing confidential information, should never leave confidential documents in unattended rooms and should never copy confidential documents for their personal use.

 

  iv) All Client and AQR proprietary information (this includes trade information) can only be revealed to other personnel (this includes AQR employees) on a need to know basis .

 

  v) Employees are strictly prohibited from trading on behalf of their personal accounts or any Client Accounts on the basis of any inside information. All employees are strictly prohibited from trading for their personal accounts on the basis of information obtained as the result of their employment with AQR.

 

  vi) Employee may have to forego a proposed transaction in securities even though he/she planned to make the transaction before he/she learned of the undisclosed material information, and even though he/she may suffer an economic loss or forego anticipated profit by waiting.

 

  vii) Unless there is a strict need to know, no employee shall disclose MNPI to any person, including, but not limited to, the immediate families of employees.

 

  viii) In every case where you, as an employee of AQR, know of non-publicly available information that you think could possibly affect an investor’s investment decision regarding securities or affect the market price of securities if it were publicly available, you must inform the Compliance Department before buying or selling any securities.

 

b Forms of Material Information

Information is considered “material” if it is information that a reasonable investor would consider important in deciding whether to purchase or sell a security. The information may or may not change an actual investment decision. It is material information if it is something that would have actual significance in the deliberations of the reasonable investor.

 

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Material information may include information about:

 

    A company’s earnings estimates;

 

    The gain or loss of a significant customer or client;

 

    Dividend changes or the declaration of a stock split;

 

    The borrowing of significant funds;

 

    A new offering of securities;

 

    A major labor dispute;

 

    A new joint venture;

 

    An agreement or proposal for an acquisition or merger;

 

    A significant sale of assets or the disposition of a subsidiary;

 

    Major litigation;

 

    Liquidity problems;

 

    Management changes;

 

    Any other significant company developments.

Information about investment decisions by AQR may also be material inside information. Trading ahead of transactions for AQR’s clients may constitute insider trading as well as “front running”. Refer to the Prohibition on Front- running section of this policy above.

 

c Non-Public Information

Information is considered non-public until it has been fully disclosed and disseminated to the public. Information in a major publication, on a major wire service or contained in an SEC filing would be considered public. Under current SEC guidance, however, information contained on a company web site is not necessarily public at the moment it appears.

According to the SEC, depending upon the nature of the publication, it may be necessary to allow two or three business days for information to be considered fully disseminated to the public. However, information may be fully disseminated to the public nearly instantaneously if published on major wire service, or similar mass distribution.

Employees should assume that all information obtained in the course of their employment is not public unless the information has been disclosed by means of a press release, wire service, newspaper, telecommunications network, proxy statement or prospectus or in a public filing made with a regulatory agency, or is otherwise available from public disclosure services. The issue of what constitutes a “reasonable opportunity to value the information” is a question of fact and circumstances that will need to be determined on a case-by-case basis. The Compliance Department (which may include consultation with legal counsel) will make any such determination . No inside information in the possession of any employee of AQR will be deemed to have become public prior to the Compliance Department’s determination.

 

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d Reporting Obligations

In order to effectively maintain adherence to these policies you must always do the following:

 

    Immediately after an employee becomes aware of MNPI, under any circumstances, he/she must inform the Compliance Department in order for that security or company to be added to a Watch list/Restricted List

 

    The Compliance Department must be informed of any investment related discussion with an issuer as soon as practically possible.

 

    If you receive information from an issuer in the ordinary course of business and have any concern that the issuer may not have publicly disclosed the information, please contact the Compliance Department immediately.

A Watch List is a set of procedures by which the Compliance Department monitors trading in specific securities for the purpose of detecting any improper activity. The purpose of a Watch List is to allow this monitoring without alerting the entire firm and without having to impose a general trading restriction.

A Restricted List is a set of procedures by which the Compliance Department restricts trading in certain securities in order to prevent improper activity. The Compliance Department administers the Restricted List procedures and investigates any indications of violations. Unless otherwise expressly indicated, the restrictions imposed by the Restricted List apply to trading in employees’ personal accounts, proprietary accounts, sponsored funds and client portfolios. Refer to the Restricted Securities section of this policy above.

 

e Expert Networks or Consultants

Engaging a third party to provide information, advice, analysis, market expertise, or industry expertise for use in formulating investment views and in making investment decisions may expose AQR staff to MNPI. Such third parties may have confidential information and/or MNPI by having relationships with current or recent employees of public companies; known significant suppliers, distributors, etc. to public companies; attorneys, accountants and consultants engaged by public companies; or doctors serving on data safety monitoring boards for clinical trials.

Therefore, prior to engaging such a third party, the Compliance Department must be notified.

 

f Trading Affiliated Managers Group Securities

 

    Because of AQR’s relationship with Affiliated Managers Group, Inc. (“AMG”), AQR has adopted special trading procedures for AMG securities. AQR’s investment management team is prohibited from purchasing or selling AMG securities for sponsored funds, proprietary accounts and client accounts unless specifically approved by the Compliance Department.

 

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    AQR Covered Persons are prohibited from trading AMG securities in their Covered Accounts three business days after AMG issues a press release regarding quarterly or annual earnings (an “Earnings Release”) (with the date of the Earnings Release being counted as the first business day) and within 14 calendar days prior to the final day of the quarter in which such Earnings Release will be made public.

 

    Covered Persons are required to pre-clear all transactions in AMG securities (i.e. fixed income and equity). Refer to the Pre-Clearance of Transactions section of this policy.

 

g Annual Certification

On an annual basis, each Covered Person (not including Members of Household) is required to certify that he/she has read, understands and will adhere to the Compliance Manual.

If an employee commences employment less than 90 days prior to the year-end and the Code is not amended in the same period, an annual certification will not be required.

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics

November 24, 2015

 

Dalton, Greiner, Hartman, Maher & Co., LLC

 

Main office:   

Back office:

565 Fifth Avenue   

3001 Tamiami Trail North

Suite 2101   

Suite 206

New York, NY 10017   

Naples, FL 34103

(212) 557-2445   

(239) 261-3555

www.dghm.com   


 

 

Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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Introduction

The Securities and Exchange Commission (“SEC”) adopted Rule 204A-1, under the Investment Advisers Act of 1940, requiring all registered investment advisers to adopt written codes of ethics. The rule requires an adviser’s code of ethics to set forth standards of conduct and to require compliance with federal securities laws.

The management of Dalton, Greiner, Hartman, Maher, & Co., LLC (the “Firm”) has always been committed to maintaining the highest legal and ethical standards. These values are codified in the Firm’s Code of Ethics (the “Code”).

The Code sets out basic principles to guide the day-to-day business activities of all registered investment professionals and other employees, officers, and directors of the Firm. The overall policy underlying this Code is that the Firm expects that its directors, officers, and employees (“Covered Persons”) will follow the highest standards of honest conduct and business ethics in all aspects of their activities on behalf of the Firm and that they will not cheat, lie to, or steal from the Firm, its members, clients, or vendors, or from fellow directors, officers, or employees. In addition, all Covered Persons are expected to comply with the spirit and letter of all applicable laws, regulations, and Firm policies, and to be sensitive to, and act appropriately in, situations that may give rise to actual as well as apparent conflicts of interest or violations of this Code.

This Code operates in conjunction with all other Firm policies and procedures. When this Code conflicts with another Firm policy or procedure, the more restrictive provision shall apply. This Code is not intended to cover every ethical issue that a Covered Person may confront while working for the Firm. Each Covered Person is expected to use sound judgment when confronted with ethical issues that are not covered by this Code and to act in accordance with the highest ethical standards and with all other Firm policies and procedures applicable to that person’s department.

All Covered Persons (including temporary employees and outside investment consultants) must familiarize themselves with the information, guidelines, and procedures contained in this Code. Any questions regarding these issues should be directed to the Firm’s Chief Compliance Officer. As used in this Code, “Chief Compliance Officer” shall refer to Erika B. Donalds or her Designee.

The capitalized terms used in this Code are defined in Section T below.

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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Table of Contents

 

A.

  Applicability      3   

B.

  Compliance with Laws and Regulations      3   

C.

  Confidential information      4   

D.

  Personal Securities Transactions      6   

E.

  Reporting and Additional Compliance Procedures      10   

F.

  Sanctions      12   

G.

  Exceptions      12   

H.

  Prohibitions on Insider Trading      12   

I.

  Conflicts of Interest      14   

J.

  General Business Practices      15   

K.

  Fair Dealing      17   

L.

  Safeguarding Assets and Property      17   

M.

  Accuracy of Books and Records      18   

N.

  Accurate Public Disclosure and Reporting      18   

O.

  Treatment of Others      19   

P.

  Fraternization      19   

Q.

  Compliance with the Code of Ethics      20   

R.

  Recordkeeping      22   

S.

  Form ADV Part II Disclosure      22   

T.

  Definitions      22   

U.

  Exhibits to the Code      25   

 

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Code of Ethics (November 24, 2015)

  

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A. Applicability

The Code applies to each of the following:

 

  1. The Firm;

 

  2. Any officer or employee of the Firm or Affiliates of the Firm (as defined in Section T below) whose job regularly involves him or her in the investment process. This includes the formulation and making of investment recommendations and decisions, the purchase and sale of securities for the Firm’s clients, and the utilization of information about investment recommendations, decisions, and trades. Due to the manner in which the Firm and the Affiliates of the Firm conduct their business, every employee should assume that he or she is subject to the Code unless the Chief Compliance Officer specifies otherwise;

 

  3. Any natural person who controls any of the Firm or Affiliates of the Firm, and who obtains information regarding the Firm’s investment recommendations or decisions. However, a person whose control arises only as a result of his official position with such entity is excluded; and

 

  4. Any officer, general partner, or person performing a similar function for the Firm or Affiliates of the Firm even if he has no knowledge of and is not involved in the investment process.

Non-interested directors will not have access to or means of access to non-public information about client transactions, portfolio holdings, or the Firm’s recommendations, without prior approval by the Chief Compliance Officer.

 

B. Compliance with Laws and Regulations

The financial services industry is governed by numerous laws and regulations adopted by a variety of governments, government agencies, regulators, and other entities. The Firm, as a participant in the financial services industry, is subject to many of these laws and regulations. Obeying both the letter and spirit of all applicable laws and regulations is critical to the Firm’s ability to accomplish its objectives. In everything that they do on behalf of the Firm, Covered Persons must use care not to violate any law or regulation. Each Covered Person is responsible for knowing, understanding, and following the laws and regulations that apply to his or her responsibilities on behalf of the Firm. While no Covered Person is expected to be an expert on all applicable laws and regulations, each is expected to know the laws and regulations well enough to recognize when an issue arises and to seek the advice of the Firm’s Compliance Department.

 

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Code of Ethics (November 24, 2015)

  

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C. Confidential information

 

  1. The Firm stands in a fiduciary relationship to its clients; consequently, all employees shall carry out their duties with utmost fidelity to the client and solely in the client’s best interests. In this regard, the professional judgment of all Covered Persons shall be exercised free of all compromising influences and loyalties.

 

  2. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Firm’s clients. An employee may not induce or cause a client to take action, or not to take action, for the employee’s personal benefit, rather than for the benefit of the client. For example, a Covered Person would violate this Code by causing a client to purchase a Security he or she owned for the purpose of increasing the price of that Security.

 

  3. Covered Persons may not cause, or attempt to cause, any client to purchase, sell, or hold any Security in a manner calculated to create any personal benefit to the Covered Person. If a Covered Person stands to benefit materially from an investment decision for a client, and the Covered Person is making or participating in the investment decision, then the Covered Person must disclose the potential benefit to independent persons with authority to make investment decisions for the client (or, if the Covered Person in question is the sole person with authority to make investment decisions for the client, to the Chief Compliance Officer). The person to whom the client reports the interest, in consultation with the Chief Compliance Officer, must determine whether or not the Covered Person will be restricted in making or participating in the investment decision.

 

  4. Covered Persons shall treat all information received from clients and information relating to client accounts with utmost confidentiality and shall not, without the prior written consent of the client, disclose such information to any other person except as necessary to perform their duties on behalf of the Firm or as required by law. In no case may information about a client be used for the personal benefit of any person other than the client.

 

  5. Covered Persons shall treat all personal information received from employees with utmost confidentiality and shall not, without the prior written consent of the employee, disclose such information to any other person except as required to perform their duties on behalf of the Firm or as required by law. In no case may information about an employee be used for the personal benefit of any person other than the employee.

 

  6. Covered Persons shall not use their knowledge of client portfolio transactions to profit by the market effect of such transactions. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with a client could call into question the exercise of a Covered Person’s independent judgment.

 

  7. No Covered Person shall take or receive, directly or indirectly, any share in the profits (whether by income, appreciation, or otherwise) or losses of any client account.

 

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Code of Ethics (November 24, 2015)

  

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  8. No Covered Person shall accept any orders or directions with respect to a client’s account from any non-client source without the prior written authorization of the client.

 

  9. No Covered Person shall warrant or guarantee the present or future value or price of, or return on, any Securities, or that any Firm or issuer will fulfill its representations, promises, or obligations.

 

  10. No Covered Person shall agree to purchase any Security from a client’s account for the Covered Person’s account, the Firm’s account, or any other person’s account. In addition to this prohibition, Sector Specialists are not permitted to arrange for principal and agency cross trades for clients’ accounts, in accordance with Firm policy. For more information on such trades, see Section C of the Firm’s Policies and Procedures Manual.

 

  11. No Covered Person shall act, or agree to act, as the personal custodian, trustee, personal representative, or other fiduciary for a client or with respect to the securities, funds, or other property of a client, unless expressly permitted by the Firm.

 

  12. No Covered Person shall lend or borrow money or securities to or from a client or a client’s account.

 

  13. No Covered Person shall forward, or agree to forward, original confirmations, statements of account, recommendations, or other communications from the Firm to a client to any address other than the client’s official post office address.

 

  14. No Covered Person shall accept or hold in his individual name discretionary authority or a discretionary power of attorney for a client or a client’s account.

 

  15. No Covered Person may take personal advantage of any opportunity properly belonging to any client. This includes, but is not limited to, acquiring a Beneficial Interest in a Security of limited availability without first checking with an appropriate Sector Specialist to see if the opportunity should be exercised on behalf of a client.

 

  16. No Covered Person may engage in any Securities Transaction intended to raise, lower, or maintain the price of any Security, or to create a false appearance of active trading.

 

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Code of Ethics (November 24, 2015)

  

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D. Personal Securities Transactions

The Firm understands that, due to the nature of the markets, personal trades must be placed during business hours. The Firm, however, strongly discourages frequent trading (“day-trading”) which may adversely affect employees’ attention to their responsibility for clients.

 

  1. Fraudulent or Deceptive Practices

No Covered Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by the Firm’s clients:

 

  a. Employ any device, scheme, or artifice to defraud the Firm’s clients;

 

  b. Make to the Firm any untrue statement of a material fact, or omit to the Firm a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading;

 

  c. Engage in any act, practice, or course of business which would operate as a fraud or deceit upon the Firm or the Firm’s clients;

 

  d. Engage in any manipulative practice with respect to the Firm; or

 

  e. Trade while in possession of material non-public information for personal or client investment accounts, or disclose such information to others inside or outside the Firm who have no need for this information.

It is a violation of federal securities laws to buy or sell securities while in possession of material non-public information, and illegal to communicate such information to a third party who buys or sells.

 

  2. Basic Restriction on Investing Activities

If a purchase or sale order is pending or under active consideration for any client, neither the same Security nor any Related Security may be bought or sold for any Access Person Account.

 

  3. Initial Public Offerings

No Security or Related Security may be acquired in an initial public offering for any Sector Specialist or any Limited Partnership in which such manager is invested.

 

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Code of Ethics (November 24, 2015)

  

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  4. Blackout Period

No Security or Related Security, unless otherwise specified, may be bought or sold for the account of any Access Person during the period commencing seven calendar days prior to and ending two calendar days after the initiation of a new (as opposed to a transaction necessitated by a client’s cash flow) purchase or sale (or entry of an order for the purchase or sale) of that Security or any Related Security for the account of any new or existing client with respect to which such person has been designated an Access Person. If the Security is currently held, the Access Person must contact the Sector Specialist responsible for this Security via email and ask whether he or she intends to trade in this position in the next seven days. If the Security is not held, the Access Person must inquire whether the Sector Specialist has any current plans to consider trading this Security over the next seven days. A Security under active consideration must not be traded in personal accounts. The email exchange including Sector Specialist’s response must be attached to the Pre-Clearance Trading Approval Form. If the Security is not currently held and the Access Person is the Sector Specialist responsible for the Security, and if he or she has no current plans to trade in this Security, then he or she must indicate so by checking the box on the Pre-Clearance Trading Approval Form.

No Exchange-Traded Funds (ETFs) or options on a broad-based securities index may be bought or sold for the account of any Access Person during the period commencing two calendar days prior to and ending two calendar days after the initiation of a new (as opposed to a transaction necessitated by a client’s cash flow) purchase or sale (or entry of an order for the purchase or sale) of that Security for the account of any new or existing client with respect to which such person has been designated an Access Person.

 

  5. Exempt Transactions

Participation on an ongoing basis in an issuer’s dividend reinvestment or stock purchase plan, participation in any transaction over which no Access Person had any direct or indirect influence or control, and involuntary transactions (such as mergers, inheritances, gifts, etc.) are exempt from the restrictions set forth in Sections D.1, D.3, and D.4 above without case-by-case pre-clearance under D.7 below.

 

  6. Permitted Exceptions

Purchases and sales of the following Securities are exempt from the restrictions set forth in Sections D.2 and D.3 above if such purchases and sales comply with the pre-clearance requirements of D.7 below:

 

  a. Certain debt instruments: Any transaction in (i) bankers’ acceptances, (ii) bank certificates of deposit, (iii) commercial paper, (iv) repurchase agreements, (v) securities that are direct obligations of the US Government, or (vi) high-quality short-term debt instruments (generally any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest ratings categories by Standard & Poor’s, Moody’s, Fitch IBCA, or Duff & Phelps)

 

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Code of Ethics (November 24, 2015)

  

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  b. No knowledge or control: Securities Transactions where the employee has no knowledge of the transaction before it is completed, or where the transaction is effected in an account over which such person has no direct or indirect influence or control (for example, Securities Transactions effected for an employee by a trustee of a blind trust, or discretionary trades involving an investment partnership or investment club, in connection with which the employee is neither consulted nor advised of the trade before it is executed)

 

  c. Certain corporate actions: Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities

 

  d. Mutual funds: Any purchase or sale of a Security issued by any non-affiliated registered open-end investment company

 

  e. Municipal bonds

 

  f. Sovereign bonds

 

  g. Futures on a broad-based securities index

 

  h. The exercise of rights that were received pro rata with other security holders, to the extent such rights were acquired from such issuer, and sales of such rights so acquired

 

  i. Other non-volitional events such as assignment of options or exercise of an option at expiration

 

  j. Commodities and currency transactions (including commodity and currency futures and forwards and options on futures)

 

  7. Pre-Clearance of Personal Securities Transactions

No Security may be bought or sold for an Access Person Account unless (i) the Access Person obtains prior approval from the Chief Compliance Officer or, in the absence of the Chief Compliance Officer, from a Designee of the Chief Compliance Officer; (ii) the approved transaction is completed on the same day approval is received; and (iii) the Chief Compliance Officer does not rescind such approval prior to execution of the transaction. (See Section D.9 below for details of the pre-clearance process.) All employees should review Exhibit F for a complete list of securities and their associated pre-clearance and reporting requirements. Securities that are not reported on an employee’s brokerage statement, but are otherwise reportable, must be reported on the employee’s Quarterly Transaction Report.

 

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  8. Private Placements

The Chief Compliance Officer will not approve the purchase or sale of Securities that are not publicly traded, unless the Access Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person’s activities on behalf of any portfolio) and the Chief Compliance Officer concludes, after consultation with one or more of the relevant Sector Specialists, that the portfolios would have no foreseeable interest in investing in such Security.

 

  9. Pre-Clearance Process

 

  a. No Securities may be purchased or sold for any Access Person Account unless the particular transaction has been approved in writing by the Chief Compliance Officer or Designee. The Chief Compliance Officer shall review, not less frequently than biweekly (once every two weeks), reports from the trading desk (or, if applicable, confirmations from brokers) to assure that all transactions effected for Access Person Accounts are effected in compliance with this Code.

 

  b. No Securities may be purchased or sold for any Access Person Account unless the third-party broker supplies the Chief Compliance Officer, on a timely basis, with copies of periodic statements for all such accounts.

 

  c. A Pre-Clearance Trading Approval Form, attached as Exhibit B, must be completed and submitted to the Chief Compliance Officer or Designee for approval prior to entry of an order. The Access Person submitting the request must perform the necessary due diligence to ensure the trade does not violate the requirements of Section D.4 above. This due diligence should include reviewing the Firm’s Open Order List and Daily Trade Sheets to determine what Securities are currently within the Blackout Period (as defined in Section D.4). If a Security is currently held by the Firm, the Access Person must email the Sector Specialist assigned the Security to determine whether the Sector Specialist has any intention of adjusting the Security position within the next seven days. The Sector Specialist must respond via email. If the answer is no, then the Access Person is free to trade. The Access Person must attach the email to the Pre-Clearance Trading Approval Form.

 

  d. After reviewing the proposed trade and the level of potential investment interest on behalf of the Firm in the Security in question and the Firm’s restricted list, if any, the Chief Compliance Officer or Designee shall approve (or disapprove) a trading order on behalf of an Access Person as expeditiously as possible. The Chief Compliance Officer or Designee will generally approve transactions described in Section D.6 above unless the Security in question or a Related Security is on the Restricted List or the Chief Compliance Officer or Designee believes for any other reason that the Access Person Account should not trade in such Security at such time.

 

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  e. Once an Access Person’s Pre-Clearance Trading Approval Form is approved, the execution must be on the same day or the clearance lapses, although such trading order request may be resubmitted at a later date.

 

  f. In the absence of the Chief Compliance Officer, an Access Person may submit his or her Pre-Clearance Trading Approval Form to a Designee of the Chief Compliance Officer if the Chief Compliance Officer in his or her sole discretion wishes to appoint one. Trading approval for the Chief Compliance Officer must be obtained from a Designee. In no case will a trade be executed prior to receiving a signed Pre-Clearance Trading Approval Form.

 

  g. The Chief Compliance Officer shall review all Pre-Clearance Trading Approval Forms; all initial, quarterly, and annual disclosure certifications; and the trading activities on behalf of the Firm with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code. On a monthly basis, the Chief Compliance Officer will cross-reference the signed Pre-Clearance Trading Approval Forms with the duplicate brokerage statements. The results of this review will be documented in a spreadsheet, and any exceptions researched and resolved by the Chief Compliance Officer. The spreadsheet will then be signed by the Chief Compliance Officer and retained with the other personal trading records.

 

E. Reporting and Additional Compliance Procedures

 

  1. Every Covered Person must submit a report (a form of which is appended as Exhibit C) containing the information set forth in Section E.2 below with respect to transactions in any Security in which such Covered Person has, or by reason of such transactions acquires, any direct or indirect beneficial ownership (as defined in Exhibit D) in the Security; provided , however , that:

 

  a. A Covered Person need not make a report with respect to any transaction effected for any account over which such person does not have any direct or indirect influence or control; and

 

  b. A Covered Person will be deemed to have complied with the requirements of this Section E insofar as the Chief Compliance Officer receives in a timely fashion duplicate monthly or quarterly brokerage statements on which all transactions required to be reported hereunder are described.

 

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  2. A Covered Person must submit the report required by this Section E to the Chief Compliance Officer no later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected. A report must contain the following information:

 

  a. The date of the transaction, and the title, number of shares, and principal amount of each Security involved;

 

  b. The nature of the transaction (purchase, sale, or any other type of acquisition or disposition);

 

  c. The price at which the transaction was effected; and

 

  d. The name of the broker, dealer, or bank with or through whom the transaction was effected.

 

  3. Any report submitted to comply with the requirements of this Section E may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.

 

  4. Upon commencement of employment with the Firm, each Access Person shall be required to disclose all current personal Securities holdings contained in any Access Person Account in which such Access Person has an interest.

 

  5. Annually, each Covered Person must certify in a report (a form of which is appended as Exhibit E) that he or she has read and understood the Code, and recognizes that he or she is subject to such Code. In addition, annually, each Covered Person must certify that he or she has disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code and is not subject to any regulatory disability.

 

  6. At least annually (or quarterly in the case of Sections E.6.c and E.6.d below), the Chief Compliance Officer shall report to the Management Committee of the Firm:

 

  a. All existing procedures concerning Covered Persons’ personal trading activities and reporting requirements, and any procedural changes made during the past year;

 

  b. Any recommended changes to the Firm’s Code of Ethics or procedures;

 

  c. A summary of any violations of this Code that occurred during the past quarter and the nature of any remedial action taken; and

 

  d. Any exceptions to any provisions of this Code as determined under Section G below.

 

  7. The Chief Compliance Officer shall notify each employee of the Firm and any Affiliates of the Firm as to whether such person is considered to be an Access Person or Covered Person.

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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F. Sanctions

Upon discovering that a Covered Person has not complied with the requirements of this Code, the Management Committee may impose whatever sanctions within its power the Committee deems appropriate, including, among other things, recommendations of disgorgement of profit, censure, and suspension or termination of employment. Material violations of requirements of this Code by Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Management Committee.

 

G. Exceptions

The Compliance Department of the Firm reserves the right to decide, on a case-by-case basis, whether to grant exceptions to any provisions under this Code. Any exceptions made hereunder will be maintained in writing by the Compliance Department and presented to the Management Committee at its next scheduled meeting.

 

H. Prohibitions on Insider Trading

The Insider Trading and Securities Fraud Enforcement Act of 1988 imposes stiff criminal and civil penalties upon persons who trade while in possession of “inside information” or who communicate such information to others in connection with a securities transaction.

 

  1. What Constitutes Insider Trading

“Inside information” is defined as material nonpublic information about an issuer or security. Such information typically originates from an “insider” of the issuer, such as an officer, director, or controlling shareholder. * However, insider trading prohibitions also extend to trading while in possession of certain “market information.” “Market information” is material nonpublic information which affects the market for an issuer’s securities but which comes from sources outside the issuer. A typical example of market information is knowledge of an impending tender offer.

 

*   Certain outsiders who work for the corporation, such as investment bankers, lawyers, and accountants, can also be deemed to be “insiders” under some circumstances.

 

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In order to assess whether a particular situation runs afoul of the prohibition against insider trading, keep in mind the following:

Information is deemed “material” if there is a substantial likelihood that a reasonable investor would consider it important in making investment decisions. Among the types of information which should be deemed to be material is information relating to:

 

  a. Increases or decreases in dividends;

 

  b. Declarations of stock splits and stock dividends;

 

  c. Financial announcements including periodic results and forecasts, especially earnings releases and estimates of earnings;

 

  d. Changes in previously disclosed financial information;

 

  e. Mergers, acquisitions, or takeovers;

 

  f. Proposed issuances of new securities;

 

  g. Significant changes in operation;

 

  h. Significant increases or declines in backlog orders or the award or loss of a significant contract;

 

  i. Significant new products to be introduced or significant discoveries of oil and gas, minerals, or the like;

 

  j. Extraordinary borrowings;

 

  k. Major litigation (civil or criminal);

 

  l. Financial liquidity problems;

 

  m. Significant changes in management;

 

  n. Purchase or sale of substantial assets; and

 

  o. Significant regulatory actions.

Information is considered “nonpublic” if it has not been released through appropriate public media in such a way as to achieve a broad dissemination to the investing public generally, without favoring any special person or group. Unfortunately, the question of publicity is very fact-specific; there are no hard and fast rules.

 

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In the past, information has been deemed to be publicly disclosed if it was given to the Dow Jones broad tape, Reuters, the Associated Press, United Press International, or one or more newspapers of general circulation in the New York City area.

On the other hand, public dissemination is not accomplished by disclosure to a select group of analysts, broker-dealers, and market makers, or via a telephone call-in service for investors. Note that there also is authority that disclosure to Standard & Poor’s and Moody’s alone may not suffice.

The selective disclosure of material nonpublic information by corporate insiders may lead to violations by an outsider (such as the Firm) of Section 10 (b) of the Securities Exchange Act of 1934 and Rule 10 (b) (5) thereunder under the following conditions:

 

  a. The insider intentionally breached a duty of confidentiality owed to the issuer’s shareholders;

 

  b. The insider received some personal benefit from this breach, either by way of pecuniary gain or reputational benefit that could translate into future earnings;

 

  c. The outsider knew or should have known that the insider breached a duty by disclosing the information; and

 

  d. The outsider acts with scienter— i.e., a mental state showing an intent to deceive, manipulate, or defraud.

An outsider might also run afoul of the prohibition against insider trading under a “misappropriation” theory. This theory applies to those who trade on information they have taken in breach of some fiduciary duty, even though that may not be a duty to the issuer’s shareholders. An example of this would be a newspaper reporter who misappropriates information he has received in the course of his job writing articles for his employer, and then trades before that information becomes public. Another example would be an employee of an investment adviser who trades while in possession of material, nonpublic information he learns in the course of his advisory duties.

 

I. Conflicts of Interest

Covered Persons must act in the best interests of the Firm. A “conflict of interest” may occur when a person’s personal interests interfere with, or appear to interfere with, the interests of the Firm, its members, or its clients. Similarly, a conflict of interest may also occur when a person’s personal interests interfere with that person’s ability to objectively and effectively perform his or her services for the Firm. The overarching conflicts of interest principle is that the personal interests of a Covered Person must not be placed improperly before the interests of the Firm, its members, or its clients. In adhering to this principle, Covered Persons:

 

  1. May not use personal influence or personal relationships improperly to influence financial reporting by the Firm;

 

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  2. May not improperly cause the Firm to take action, or fail to take action, for the personal benefit of the Covered Person rather than for the benefit of the Firm;

 

  3. May not improperly use their positions with the Firm, or information that belongs to the Firm or its clients, for personal gain;

 

  4. May not bind the Firm to any agreement or arrangement with an entity in which the Covered Person, directly or through Immediate Family members, has any material economic interest;

 

  5. Must disclose to department management or the Chief Compliance Officer any situation of which they become aware in which the Firm is entering into an agreement or arrangement with an entity in which the Covered Person, directly or through Immediate Family members, has any material economic interest; and

 

  6. Should avoid any activities, interests, or associations outside the Firm that could impair their ability to perform their work for the Firm objectively and effectively, or that could give the appearance of interfering with their responsibilities on behalf of the Firm.

Although it is not possible to foresee every potential conflict of interest that may arise, Covered Persons must be sensitive to actual or potential conflicts and bring them to the attention of department management, and management should solicit the advice of the Firm’s Compliance Department when confronted with the conflict of interest issues. Wherever possible, situations in which a conflict of interest exists, or appears to exist, should be avoided. Where conflicts of interest cannot be avoided, they must be disclosed to management and handled in an ethical way as to avoid any perception of impropriety.

 

J. General Business Practices

 

  1. No employee shall directly or indirectly authorize or pay any rebate, bonus, fee, or other consideration to any person for business sought or procured, or to any official of any governmental or regulatory body, except as expressly authorized by the Firm. The conditions under which the Firm may pay cash fees for client referrals are generally described in Section A.2 of the Firm’s Policies and Procedures Manual.

 

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  2. No employee shall be a director, officer, employee, or agent of any company or person supplying goods or services to any client of the Firm; nor shall any employee own or hold any Securities issued by any such company in excess of 1% of its outstanding shares except as permitted by the Chief Compliance Officer or otherwise in accordance with this Code.

 

  3. No Sector Specialist shall commence service on the Board of Directors of a publicly held company or any company in which the Firm has an interest without prior written authorization from the Chief Compliance Officer based upon a determination the Board service would not be inconsistent with the interests of the Firm. (See Exhibit A.)

 

  4. Employees will, in the course of their employment, receive confidential information, including recommendations and investment advice developed for clients, which is proprietary to the Firm. No employee shall disclose any such confidential or proprietary information except in the course of regular performance of such employee’s duties.

 

  5. No employee shall render investment advice for compensation to any person other than a client of the Firm, and then only in the normal course of the performance of his or her duties as an employee of the Firm, without the written approval of the Chief Compliance Officer.

 

  6. No employee shall take any action inconsistent with the maintenance and retention of books, records, and accounts which accurately and fairly reflect financial transactions undertaken on behalf of the Firm or a client. No employee shall make or cause to be made any false or misleading entry or record in the books, records, or accounts of the Firm or of a client. In all cases, except upon the written authorization of the Chief Compliance Officer, all transactions, whether for the Firm or a client, shall be executed and recorded in accordance with established procedures, which are designed to comply with applicable law. (See Section I of the Firm’s Policies and Procedures Manual for information regarding the Firm’s recordkeeping obligations.)

 

  7. No employee may solicit or accept gifts or gratuities from clients, brokers, vendors, or other persons in connection with the employee’s activities at or on behalf of the Firm. Notwithstanding the foregoing general prohibition, an employee may accept gifts of a nominal value (i.e., gifts whose reasonable value is no more than $100 per year); customary business meals; entertainment (e.g., sporting events); and promotional items (e.g., pens, mugs, T-shirts). If an employee receives any gift that might be prohibited under this Code, the employee must return the gift and inform the Chief Compliance Officer.

 

  8. Neither Access Persons nor the Firm shall make contributions to political campaigns affiliated with clients of the Firm. Nor shall Access Persons or the Firm respond to other solicitations which are likely to influence future business of the Firm.

 

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K. Fair Dealing

It is the Firm’s policy to compete aggressively in each business in which it is engaged, but to compete ethically, fairly, and honestly. The Firm seeks to succeed through superior performance, service, diligence, effort, and knowledge, not through unfair advantage. To this end, the Firm is committed to dealing fairly with its clients, customers, vendors, competitors, and employees. No Covered Person may take unfair advantage of any other person or business through any unfair business practice, including through improper coercion, manipulation, concealment, abuse of privileged information, or misrepresentation of material fact.

The Firm is committed to a policy of equal opportunity for all applicants and employees regardless of race, color, national origin, religion, age, sex, marital status, sexual orientation, or physical disability. The firm expressly assures all employees, applicants for employment, and the community of its continuous commitment to equal opportunity and fair employment practices.

The Firm’s equal employment opportunity policy applies to all phases of employment, including recruiting, hiring, job assignment, supervision, training and education, compensation and benefits, opportunities for advancement, terminations, and participation in all firm-sponsored activities.

 

L. Safeguarding Assets and Property

The Firm’s assets and properties represent a key portion of the Firm’s value as an enterprise and are very important to the Firm’s ability to conduct its business. The Firm’s assets and properties include physical assets, such as cash, securities, physical property, and equipment, as well as intangible assets, such as business strategies and plans, intellectual property, services, and products. Each Covered Person is responsible for safeguarding the Firm’s assets and properties under his or her control. Theft of, or fraudulently obtaining, Firm assets or property is misappropriation of Firm assets or property and should be reported to the Firm’s management or Compliance Department immediately for investigation. Furthermore, except where permitted by the Firm, Covered Persons should not use Firm assets for their personal benefit. In addition to protecting the Firm’s assets and property from theft or misuse, Covered Persons should be careful not to needlessly waste any Firm asset or property.

As part of it business, the Firm routinely comes into possession of property of clients, vendors, and other third parties. It is vitally important to the Firm’s business and reputation that all client property that comes into the Firm’s possession be protected and maintained. Each Covered Person is responsible for safeguarding properties under his or her control belonging to clients, vendors, and other third parties.

 

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M. Accuracy of Books and Records

The Firm is a registered investment adviser with the Securities and Exchange Commission (the “SEC”). As such, the Firm is subject to numerous regulations regarding its books and business records. These regulations require that the Firm maintain accurate and complete business records, books, and data that reflect in a timely manner every business transaction involving the Firm. Each Covered Person is responsible for ensuring the accuracy and completeness of any business information, reports, and records under his or her control. No Covered Person may intentionally make false or misleading entries in any of the Firm’s books and records.

The Firm is an affiliate of Boston Private Financial Holdings (“BPFH”) whose securities are publicly traded on the NASDAQ or in other public markets. In providing information to be included in BPFH’s books and records, Covered Persons must be candid and accurate. Maintaining accurate books and records is the first step in ensuring that BPFH’s financial statements are prepared in accordance with generally accepted principles and fairly present, in all material respects, the financial condition and results of operations of the Firm.

 

N. Accurate Public Disclosure and Reporting

There are a number of laws and regulations that require companies that are both federally registered advisers and affiliates of publicly traded companies (such as BPFH) to communicate and report accurate and honest information to members, stockholders, clients, and regulators. It is imperative that the Firm refrain from fraudulent or misleading public reporting, which could cause severe damage to the reputation of the Firm and its members, and could result in civil and criminal penalties to the Firm, its members, the individuals involved, and/or all parties. Therefore each Covered Person who is involved in the preparation or review of materials that are disseminated to the public must use caution to ensure that the information in the materials is truthful and accurate in all material respects. No Covered Person may knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Firm and its members in communications with the public. If a Covered Person becomes aware of any materially inaccurate or misleading statement in a public communication from the Firm, he or she should report it immediately to the Firm’s Chief Compliance Officer. If the Firm does not respond to the report in a timely manner, or if the Covered Person believes that reporting it to the Chief Compliance Officer would be futile, the Covered Person should report it to the Chairman of the Firm’s Board of Directors.

As part of the foregoing requirement, the Chief Executive Officer and Chief Financial Officer (the “Covered Officers”) must comply with the following:

 

  1. Covered Officers must be generally aware of the disclosure requirements applicable to the Firm as an affiliate of BPFH under the Securities Act of 1933 and the Securities Exchange Act of 1934.

 

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  2. Covered Officers may not knowingly misrepresent, or knowingly cause others to misrepresent, facts about BPFH in disclosure reports filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) or other governmental regulators or self-regulatory organizations.

 

  3. Each Covered Officer should, to extent appropriate within his or her area of responsibility, consult with other officers and employees of the Firm with the goal of promoting full, fair, accurate, timely, and understandable disclosure in the reports and documents the Firm files with, or submits to, the SEC, and in other public communications made by BPFH.

 

O. Treatment of Others

Covered Persons must treat all persons with whom they come into contact, including other employees, clients, and suppliers, fairly and with respect. Each employee should be able to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Firm expects that all relationships among persons in the workplace will be professional and free of bias, harassment, and violence. Covered Persons who violate laws or Firm policies requiring fairness and respectful treatment of others are subject to disciplinary action by the Firm and, potentially, civil or criminal liability.

The Firm is committed to the diversity of its workplace in order to help achieve growth and success for the organization. The Firm strives to provide an environment that promotes respect, integrity, teamwork, achievement, and acceptance regardless of race, gender, age, national origin, or any other factor that makes people unique.

 

P. Fraternization

Fraternization occurs when two employees are involved in an intimate or dating relationship.

The Firm respects the privacy of its employees. However, as a result of the public profile of the Firm and the concern that fraternization among employees could result in allegations of sexual harassment, it is the policy of the Firm to discourage fraternization between employees and their supervisors and co-workers.

The Firm further believes that, due to its small number of employees, fraternization could lead to allegations of favoritism, adversely affect the morale and professionalism of the work environment, and otherwise disrupt the workplace.

Employees who become involved in an intimate relationship must notify the Management Committee, and one of the employees must then tender a written resignation. The employees involved in the relationship should determine who will tender his or her resignation. The

 

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Management Committee may then, at its discretion, determine whether or not to accept the resignation. Failure to report such a relationship to the Management Committee is grounds for termination for cause.

 

Q. Compliance with the Code of Ethics

 

  1. Code of Ethics Review

Each Covered Person is required to ensure his or her own compliance with this Code. Covered Persons are expected to use good judgment in recognizing situations in which a violation of this Code may occur and ensuring that no violation occurs. In situations where it is unclear whether this Code applies, Covered Persons are expected to ask questions of their managers or supervisors, or of the Firm’s Compliance Department.

 

  a. Reporting Violations of the Code

All violations of the Code must be promptly reported to the Chief Compliance Officer.

 

  b. Investigating Violations of the Code

The Chief Compliance Officer is responsible for investigating any suspected violation of the Code and shall report the results of each investigation to the Firm’s Management Committee and Board of Directors. The Committee and Board shall review the results of any investigation of any reported or suspected violation of the Code.

 

  c. Annual Review

The Firm’s Management Committee and Board of Directors will review the Code at least once a year, in light of legal and business developments and of experience in implementing the Code.

 

  2. Remedies

 

  a. Sanctions

If the Firm’s Management Committee determines that an employee has committed a violation of the Code, the Committee may impose sanctions and take other actions as it deems appropriate, including a letter of caution or warning, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the Securities and Exchange Commission, criminal referral, and termination of the employment of the violator for cause. The Committee may also require the employee to reverse the

 

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trade(s) in question and forfeit any profit or absorb any loss derived therefrom. The amount of profit shall be calculated by the Committee and shall be forwarded to a charitable organization selected by it.

 

  b. Sole Authority

The Management Committee has sole authority to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly abide by a directive to reverse a trade or to forfeit profits may result in the imposition of additional sanctions.

 

  3. Exceptions to the Code

Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may grant exceptions to the requirements of the Code on a case-by-case basis, if the Chief Compliance Officer finds that the proposed conduct involves negligible opportunity for abuse. All such exceptions must be in writing and must be reported as soon as practicable to the Board of Directors.

 

  4. Compliance Certification

Upon becoming employed by the Firm each employee is required to certify, in writing, that he or she has read and understands the Code and will comply with its requirements (Exhibit E). Annually thereafter or in the case of any material amendments to the Code, all employees are required to certify, in writing, that they have read and understand the Code, that they have complied with the requirements of the Code, and that they have reported all Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code (Exhibit E).

 

  5. Disciplinary History

Upon becoming associated with the Firm, every employee shall be obligated to provide the Chief Compliance Officer with information regarding his or her disciplinary history. Employees also shall be obligated to keep this information up to date at all times and to report promptly to the Chief Compliance Officer any disciplinary actions or investment related litigation or arbitrations to which they might become subject.

No officer, director, or employee of the Firm may retaliate in any fashion against any Covered Person who reports a suspected or actual violation of this Code in good faith.

 

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R. Recordkeeping

The Firm is required under 204-2 (a) (12) to keep copies of its Code of Ethics, records of violations of the Code and actions taken as a result of the violations, and copies of employees’ written acknowledgements of receipt of the code.

 

S. Form ADV Part II Disclosure

The Firm is required to describe its Code of Ethics to clients in Part II of its Form ADV and, upon request, to furnish clients with a copy of the Code of Ethics.

 

T. Definitions

When used in this Code, the following terms have the meanings set forth below:

“Access Person” means any of the persons described in Sections A.2 and A.3 above.

“Access Person Account” means any advisory, brokerage, trust, or other account or form of direct beneficial ownership in which one or more Access Persons and/or one or more members of an Access Person’s Immediate Family (as defined below) have a substantial proportionate economic interest. A substantial proportionate economic interest will generally be 10% of the principal amount in the case of an account in which only one Access Person has an interest, and 25% of the principal amount in the case of an account in which more than one Access Person has an interest, whichever is first applicable. Investment partnerships and similar indirect means of ownership are also included.

As an exception, accounts in which one or more Access Persons and/or Immediate Family of Access Persons have a substantial proportionate interest which are maintained with persons who have no affiliation with the Firm or Affiliates of the Firm, and with respect to which no Access Person has, in the judgment of the Chief Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process, are not Access Person Accounts.

“Affiliate of the Firm” means any entity controlled by the Firm or under common control with the Firm.

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, to profit or to share in any profit derived from a transaction in the subject Securities.

 

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A person is deemed to have a Beneficial Interest in the following:

 

  1. Any Security owned individually by the person;

 

  2. Any Security owned jointly by the person with others (for example, joint accounts, spousal accounts, UTMA accounts, partnerships, trusts, and controlling interests in corporations); and

 

  3. Any Security in which a member of the person’s Immediate Family has a Beneficial Interest if:

 

  a. The Security is held in an account over which the person has decision-making authority (for example, the person acts as trustee, executor, or guardian); or

 

  b. The Security is held in an account for which the person acts as a broker or investment adviser representative.

In addition, a person is presumed to have a Beneficial Interest in any Security in which a member of the person’s Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the person. This presumption may be rebutted if the person is able to provide the Chief Compliance Officer with satisfactory assurances that the person has no material Beneficial Interest in the Security and exercises no control over investment decisions made regarding the Security.

Any uncertainty as to whether any person has a Beneficial Interest in a Security should be brought to the Chief Compliance Officer’s attention. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1 (a) (2) and (5) promulgated under the Securities Exchange Act of 1934, as amended.

“Chief Compliance Officer” means the Chief Compliance Officer of the Firm identified in Exhibit G of the Code as required by Rule 204A-1 of the Investment Advisers Act of 1940, or his or her Designee.

“Code” means this Code of Ethics, as in effect from time to time.

“Compliance Department” means the Chief Compliance Officer and the Compliance Officer of the firm identified in Exhibit G of the Code.

“Covered Officers” means the Chief Executive Officer and Chief Financial Officer of the firm.

“Covered Person” means any of the persons described in Section A of the Code.

“Designee” means the Designee of the Chief Compliance Officer of the Firm identified in Exhibit G of the Code.

 

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“The Firm” means Dalton, Greiner, Hartman, Maher, & Co., LLC.

“Immediate Family” of an employee means any of the following persons:

 

child    grandparent    son-in-law
stepchild    spouse    daughter-in-law
grandchild    sibling    brother-in-law
parent    mother-in-law    sister-in-law
stepparent    father-in-law   

Immediate Family includes adoptive relationships and other relationships (whether or not recognized by law) that the Chief Compliance Officer determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.

“Management Committee” means the following DGHM professionals:

 

Timothy Dalton    Chairman   
Bruce Geller    Chief Executive Officer   
Jeffrey Baker    Chief Investment Officer   
Erika Donalds    Chief Financial Officer and Chief Compliance Officer

“Related Security” means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

“Sector Specialist” means an Access Person who is principally responsible for investment decisions with respect to any of the Firm’s clients.

“Securities Transaction” means a purchase or sale of Securities in which a person has or acquires a Beneficial Interest.

“Security” includes stocks, notes, corporate bonds, debentures, hedge funds, exchange-traded funds (whether open-ended or unit investment trust), shares of funds, or shares of any other investment company for which the Firm serves as investment adviser, limited partnership interests, private company investments, investment contracts, and all derivative instruments of the foregoing, such as options, swaps, and warrants. “Security” does not include futures or options on futures, but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.

 

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U. Exhibits to the Code

The following Exhibits to the Code are attached to and are a part of the Code:

 

Exhibit A.    List of Directorships
Exhibit B.    Pre-Clearance Trading Approval Form
Exhibit C.    Transaction Report
Exhibit D.    Beneficial Ownership
Exhibit E.    Annual Certification of Compliance with the Code of Ethics
Exhibit F.    List of Securities for Pre-Clearance Purposes
Exhibit G.    Contact Persons

 

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Exhibit A

List of Directorships

 

  1. Directorships and other positions in business organizations other than Dalton, Greiner, Hartman, Maher & Co., LLC

The following is a list of all directorships and other positions that I hold, and all directorships and other positions that I have held at any time since the beginning of my employment with Dalton, Greiner, Hartman, Maher & Co., LLC in business organizations, partnerships, proprietorships, and trusts. (Please state “None” if applicable.)

 

Position

  

Name of

Organization

  

Principal

Business of

Organization

  

Period during

which Position

Has Been Held

        
        
        

 

  2. Directorships and other positions in charitable and educational organizations

The following is a list of all directorships and other positions that I hold, and all directorships and other positions that I have held at any time since the beginning of my employment with Dalton, Greiner, Hartman, Maher & Co., LLC, in charitable and educational organizations. (Please state “None” if applicable.)

 

Position

  

Name of

Organization

  

Principal

Business of

Organization

  

Period during

which Position

Has Been Held

        
        
        

 

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Exhibit B

Pre-Clearance Trading Approval Form

I,                                          (name), am an Access Person and seek pre-clearance to engage in the transaction described below:

Buy / Sell / Short / Cover (circle one)

 

Account Name:  

 

Account Number:  

 

Date of Request:  

 

Security:  

 

Amount or # of Shares:  

 

Broker:  

 

If the transaction involves a Security that is not publicly traded, describe the proposed transaction, source of investment opportunity, and any potential conflicts of interest:

 

 

I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Firm’s Code of Ethics, that I have performed the necessary due diligence * , and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any client of the Firm.

 

Signature:  

 

    Print Name:  

 

Approved / Disapproved (circle one)   Date:  

 

Signature:  

 

    Print Name:  

 

If approval is granted, please forward this form to the trading desk (or if a third-party broker is permitted, to the Chief Compliance Officer) for immediate execution.

 

*   Check the Open Order List for future trades and Daily Trade Sheets for trades effected in last seven days. If this Security is currently held, contact the Sector Specialist via email and inquire whether he or she intends to trade in this position in the next seven days. If not held, inquire whether the Sector Specialist has any current plans to consider trading this Security over the next seven days. A Security under active consideration must not be traded in personal accounts. Attach email exchange including Sector Specialist’s response.

¨ Check here if this Security (not currently in clients’ portfolios) is in your own sector universe and you have no current plans to trade in this Security.

 

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Exhibit C

Transaction Report (page 1 of 2)

 

Report Submitted By:  

 

This transaction report (the “Report”) is submitted pursuant to Section E.2 of the Code of Ethics of the Firm and supplies information with respect to transactions in any Security in which the person submitting the report may be deemed to have, or by reason of such transaction acquire, any direct or indirect beneficial ownership interest for the period specified below. (If the person submitting the report was not employed by the Firm during this entire period, specify only the period of employment.)

Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.

If you have no reportable transactions, sign and return Page 2 only. If you have reportable transactions that are not currently reported to the Chief Compliance Officer, please complete, sign and return Page 2 and any attachments.

My transactions are reported on brokerage statements or duplicate confirmations actually received by the Chief Compliance Officer, or I had no reportable securities transactions during the period                      through                     . I certify that I am fully familiar with the Code of Ethics and that to the best of my knowledge the information furnished in this report is true and correct.

 

Signature:  

 

Position:  

 

Date:  

 

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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Transaction Report (page 2 of 2)

 

Report Submitted By:  

 

The following table supplies the information required by Section E.2 of the Code of Ethics of the Firm. Transactions reported on brokerage statements or duplicate confirmations actually received by the Compliance Officer do not have to be listed, although it is the responsibility of the person submitting the report to make sure that such statements or confirmations are complete and have been received in a timely fashion.

 

Securities (Name and Symbol)

   Date of
Transaction
   Whether
Purchase,
Sale, Short
Sale, or Other
Type of
Disposition or
Acquisition
   Quantity of
Securities
   Price per
Share or
Other Unit
   Name of the
Broker/Dealer
with or
through
whom the
Transaction
Was Effected
   Nature of
Ownership of
Securities
                 
                 
                 

To the extent specified above, I hereby disclaim beneficial ownership of any security listed in this report or in other brokerage statements or transaction confirmations provided.

I certify that I am fully familiar with the Code of Ethics and that to the best of my knowledge the information furnished in this report is true and correct for the period of                      through                     .

 

Signature:  

 

Position:  

 

Date:  

 

 

29


 

 

Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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Exhibit D

Beneficial Ownership

For purposes of the attached Code of Ethics, “beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except the determination of direct or indirect beneficial ownership shall apply to all Securities that a Covered Person has or acquires. The “beneficial ownership” of Securities would include not only ownership of Securities held by a Covered Person for his or her own benefit, whether in bearer form or registered in such person’s name or otherwise, but also ownership of Securities held for the Covered Person’s benefit by others (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he has only a remainder interest), and Securities held for the Covered Person’s account by pledges, Securities owned by a partnership in which the Covered Person is a member if he or she may exercise a controlling influence over the purchase, sale of voting of such Securities, and Securities owned by any corporation or similar entry in which the Covered Person owns Securities if the shareholder is a controlling shareholder of the entity and has or shares investment control over the entity’s portfolio.

Ordinarily, this term would not include Securities held by executors or administrators in estates in which a Covered Person is a legatee or beneficiary unless there is a specified legacy to such person of such Securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the Securities are held in the estate more than a year after the decedent’s death.

Securities held in the name of another should be considered “beneficially” owned by a Covered Person where such person enjoys “financial benefits substantially equivalent to ownership.” The Securities and Exchange Commission has said that although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of Securities held in the name of his or her spouse and of their minor children. Absent special circumstances such relationship ordinarily results in such person obtaining financial benefits substantially equivalent to ownership, e.g., application of the income derived from such Securities to maintain a common home, or to meet expenses that such person otherwise would meet from other sources, or the ability to exercise a controlling influence over the purchase, sale, or voting of such Securities.

A Covered Person also may be regarded as the beneficial owner of Securities held in the name of another person if, by reason of any contract, understanding, relationship, agreement, or other arrangement, he or she obtains therefrom financial benefits substantially equivalent to those of ownership.

A Covered Person also is regarded as the beneficial owner of Securities held in the name of a spouse, minor child, or other person, even though the Covered Person does not obtain therefrom the aforementioned benefits of ownership, if such person can vest or revest title in him- or herself at once or at some future time.

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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Exhibit E

Annual Certification of Compliance with the Code of Ethics

 

  1. I (a Covered Person) hereby certify that I have read and understand the Code of Ethics dated April 16, 2015, and that I am subject to its provisions. In addition, I hereby certify that I have complied with the requirements of the Code of Ethics and that I have disclosed or reported all personal Securities Transactions required to be disclosed or reported under the Code of Ethics;

 

  2. Within the last 10 years there have been no complaints or disciplinary actions filed against me by any regulated securities or commodities exchange, any self-regulatory securities or commodities organization, any attorney general, or any governmental office or agency regulating insurance securities, commodities, or financial transactions in the United States, in any state of the United States, or in any other country;

 

  3. I have not within the last 10 years been convicted of or acknowledged commission of any felony or misdemeanor arising out of my conduct as an employee, salesperson, officer, director, insurance agent, broker, dealer, underwriter, investment manager, or investment adviser; and

 

  4. I have not been denied permission or otherwise enjoined by order, judgment, or decree of any court of competent jurisdiction, regulated securities or commodities exchange, self-regulatory securities or commodities organization, or other federal or state regulatory authority, from acting as an investment adviser, securities or commodities broker or dealer, commodity pool operator, or trading adviser, or as an affiliated person or employee of any investment company, bank, insurance company, or commodity broker, dealer, pool operator, or trading adviser, or from engaging in or continuing any conduct or practice in connection with any such activity or with the purchase or sale of any security.

 

Name:  

 

Signature:  

 

Date:  

 

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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Exhibit F

List of Securities for Pre-Clearance Purposes

 

Security Type

 

Pre-Clearance

Required?

  

Documentation

 

Blackout Period

Public Equities       
Domestic Stocks   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Foreign Stocks   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Preferred Stocks   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
ADRs   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Convertible Securities   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Corporate Actions *   No    Broker Statement and/or Quarterly Report   N/A
Options   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Rights   No    Broker Statement and/or Quarterly Report   N/A
Warrants   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Stocks (Demutualization)   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Transfer of Securities for Charitable Purposes   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Private Investment in Public Equities (PIPES)   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after

 

*   Any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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Private Equities       
Limited Partnership Interest   Yes    Quarterly Transaction Report   N/A
Private Placements   Yes    Quarterly Transaction Report   N/A
Exchange-Traded Funds       
Index ETFs   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Sector ETFs   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Country ETFs   Yes    Broker Statement and/or Quarterly Report   Seven days before and two days after
Hedge Funds   Yes    Quarterly Transaction Report   N/A
Mutual Funds (Non-Affiliated)   No    None   N/A
DGHM All-Cap Value Fund   Yes    Quarterly Transaction Report   No
Fixed Income       
US Government Obligations   No    None   N/A
Sovereign Bonds   No    None   N/A
Corporate Bonds   Yes    Broker Statement and/or Quarterly Report   N/A
Debentures   Yes    Broker Statement and/or Quarterly Report   N/A
Municipal Bonds   No    None   N/A
Currency Transactions   No    None   N/A
Commodity Transactions   No    None   N/A
Structured Products   No    Broker Statement and/or Quarterly Report   N/A

 

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Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics (November 24, 2015)

  

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EXHIBIT G

Contact Persons

 

Chief Compliance Officer:    Erika B. Donalds
Compliance Officer:    Dolores A. Casaletto
Designee:    Bruce H. Geller
Designee:    Jeffrey C. Baker

 

34

EAM Investors LLC

EAM Global Investors LLC

Code of Ethics

 

 

Effective June 25, 2015

 

 

 

 

EAM    Page 1   


CODE OF ETHICS AND STANDARDS OF BUSINESS

CONDUCT

EAM Investors, LLC and EAM Global Investors, LLC (collectively “EAM”) are investment advisers registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. EAM Global Investors, LLC is under common control and shares the same office location with EAM Investors LLC.

EAM provides investment management and supervisory services on a discretionary basis and currently offers six investment styles, which are:

Small Cap Growth - seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell 2000 Growth Index.

Micro Cap Growth - seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell Micro Cap Growth Index.

Ultra Micro Cap Growth - seeks capital appreciation by investing in companies whose market values correspond to the bottom half of the Russell Micro Cap Growth Index.

International Small Cap Equity - seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell Global Ex-US Small Cap Growth Index.

International Micro Cap Equity - seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell Global Ex-US Small Cap Growth Index.

Emerging Markets Small Cap Equity - seeks capital appreciation by investing in companies whose market values correspond to the bottom half of the Russell Emerging Markets Small Cap Growth Index.

Pursuant to Rule 204A-1 of the Investment Advisers Act of 1940 (the “Adviser’s Act”), an investment adviser is required to establish, maintain and enforce a written code of ethics that must set forth standards of conduct expected of advisory personnel and address conflicts that arise from personal trading by advisory personnel.

Scope of Policy

EAM has adopted the following Code of Ethics and Standard of Business Conduct (“the Code”). EAM will provide to Supervised Persons a copy of the Code and any amendments to the Code. Supervised Persons of EAM will be required to acknowledge, in writing, receipt of a copy of the Code and any amendments thereto.

EAM’s Supervised Persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to EAM’s supervision and control.

 

 

 

EAM    Page 2   


Derek Gaertner is the Chief Compliance Officer (“CCO”) for EAM. The CCO is responsible for the administration of EAM’s compliance program. Any questions regarding the Code should be addressed with the CCO.

The Code requires Supervised Persons to report or disclose to and seek approval from the CCO for certain activities. In the case of the CCO, the CCO will report to and seek approval from Senior Vice President and Portfolio Manager, Montie L. Weisenberger .

 

 

 

EAM    Page 3   


Code of Ethics

EAM is an investment adviser and as such is a fiduciary that owes its clients a duty of undivided loyalty. Supervised persons of EAM will:

 

  1. Act for the benefit of their clients, and place their client’s interests before their own;

 

  2. Exercise independence in making investment decisions for clients;

 

  3. Conduct personal securities transactions in a manner that is consistent with the Code and act to avoid actual or potential conflicts of interest or abuse of their position of trust and responsibility;

 

  4. Safeguard and keep confidential nonpublic personal information of clients; and

 

  5. Comply with applicable federal securities laws.

 

 

 

EAM    Page 4   


Code of Business Conduct

In reflection of the Code, EAM adopts the following standards of business conduct.

Compliance with Securities Laws & Rules

Supervised Persons will comply with all applicable federal securities laws. Furthermore, Supervised Persons will not engage in any professional conduct involving unlawful acts, dishonesty, fraud, deceit, or misrepresentation.

Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“Investment Company Act”), the Investment Advisers Act of 1940 (“Advisers Act”), Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

Conflicts of Interest

Supervised Persons will make best efforts in identifying actual and potential conflicts of interest. Supervised Persons will seek to avoid conducting personal or private business that conflicts with, or gives the appearance of conflicting with, the interests of the firm or its clients. Where potential conflicts cannot be eliminated, Supervised Persons will fully disclose those to EAM, and EAM will fully disclose material facts concerning that conflict to the client(s). EAM considers a “conflict of interest” to be any situation in which the Supervised Persons’ own interests could interfere with the Supervised Persons’ responsibilities as a representative of EAM. EAM expects Supervised Persons to report a potential conflict of interest to the CCO.

Outside Business Activities

Supervised Persons have a duty of loyalty to the firm and his or her efforts should be devoted to the firm’s business. EAM encourages Supervised Persons’ participation in outside business activities that enhance the professionalism of its Supervised Persons and the reputation of the firm, and that are civic, charitable, and professional in nature. Simultaneously, EAM recognizes that outside business activities may raise conflicts of interest. Supervised Persons must disclose, at the time they become a Supervised Person of EAM and upon any change thereafter, all outside business activities. Supervised Persons may not engage in any outside business without first receiving prior approval for the activity from the CCO. This pre-approval must be sought in writing with a clear description of the activities to be performed and any compensation to be received. The MyComlianceOffice system provides for an online pre-approval form for the Supervised Person to complete for each activity. Decisions by the CCO will be documented within the system.

Outside business activities requiring disclosure include, but are not limited to:

 

  1. Being employed by or compensated by any other entity;

 

  2. Being active in any other business, including part-time, evening, or weekend employment;

 

 

 

EAM    Page 5   


  3. Being active in any civic or charitable organization;

 

  4. Serving as an officer, director or partner in any other entity;

 

  5. Owning an interest in any non-publicly traded company or other private, non-real property investment; or

 

  6. Acting as a trustee for client accounts.

Supervised Persons will also comply with the requirements regarding disclosure of conflicts of interest imposed by law and by rules or organizations governing their activities and will comply with any prohibitions on their activities if conflicts of interest exist.

Maintenance of Independence and Objectivity

Supervised Persons will use particular care and good judgment to achieve and maintain independence and objectivity in the performance of their roles and responsibilities. Supervised Persons will avoid giving or receiving any gift, donation, benefit, service or other favor that might affect, or be seen to potentially affect, the performance of their roles and responsibilities, or which might compromise the credibility of EAM.

Political Contributions, Gifts and Entertainment

EAM recognizes the potential conflicts of interest when the firm and/or its Supervised Persons make political contributions or give and/or receive gifts (for the purpose of this Code “gifts” include but are not limited to any type of merchandise, prizes, travel expenses, meals and certain types of entertainment) or other items of value to/from any person or entity that does business with or on behalf of EAM. Therefore, EAM has adopted the following policies and procedures regarding political contributions and giving and/or receiving gifts:

Political Contributions

Covered Associates are prohibited from making any direct or indirect (e.g. through another person, firm, family member, or political action committee) political contribution, either personally or on behalf of EAM, to any political party, elected official or candidate with the intention of obtaining or maintaining any business for EAM. Any political contribution made by a Covered Associate in excess of $150 per calendar year per elected official or candidate, state or local political party, or political action committee must be pre-approved by the CCO. See the Political Contributions policy in the P&P for complete policies and procedures with respect to political contributions.

Giving Gifts

Supervised Persons will not give a gift to any client, potential client, vendor, potential vendor or anyone else that does business or seeks to do business with the firm that is worth more than $250.00, without receiving prior written approval from the CCO. All gifts given over $100.00 must be reported to the CCO.

Receiving Gifts

Supervised Persons will not accept any gift or other item from any client, potential client, vendor, potential vendor or anyone else that does business with or seeks to do business with the firm that is worth more than $250.00 in value, without written approval from the CCO. All gifts received over $100.00 must be reported to the CCO.

Cash and/or gift cards will never be offered or accepted, regardless of the amount. The CCO will maintain a log of gifts given and gifts received.

 

 

 

EAM    Page 6   


Personal Securities Holdings and Transactions

Supervised Persons, who are Access Persons, as that term is defined below, will disclose to EAM their holdings and transactions in securities or other investments for which they are a beneficial owner, as defined below, and as per the instructions in the firm’s policies and procedures.

Supervised Persons, who are Access Persons, must report within 15 days any new personal securities accounts to the CCO or Compliance Manager and will provide the necessary information to ensure the account is connected into the MyComplianceOffice system.

Furthermore, Supervised Persons, who are Access Persons, will obtain written pre-approval for certain personal investments in accordance with the firm’s policies and procedures.

Definition of Access Person

An access person is defined as any Supervised Person:

 

  1. Who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or

 

  2. Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

For the purposes of this Code , EAM considers all its employees to be Access Persons.

Beneficial Owner

For purposes of the Code, an individual is a “beneficial owner” if the individual, directly or indirectly, has:

 

  1. a direct or indirect pecuniary interest in the securities;

 

  2. the power to vote or direct the voting of the shares of the securities or investments;

 

  3. the power to dispose or direct the disposition of the security or investment.

The above definition applies to securities held in accounts of the Supervised Person and/or the Supervised Person’s immediate family members living in the same household.

Supervision

Supervised Persons with supervisory responsibility, authority, or the ability to influence the conduct of others will exercise reasonable supervision over those subject to their supervision or authority in order to prevent any violations of applicable statutes, regulations, or provisions of the Code. In so doing, Supervised Persons may rely on procedures established by EAM that are reasonably designed to prevent and detect such violations.

 

 

 

EAM    Page 7   


Preserving Confidentiality

EAM has implemented policies and procedures, which are outlined in the firm’s policies and procedures manual, to limit the sharing of and access to nonpublic personal information regarding the firm’s clients to EAM personnel who need that information to provide services to those clients.

Supervised Persons will at all times preserve the confidentiality of information communicated by clients, unless they receive information concerning illegal activities on the part of the client. If that happens, the Supervised Person should give the information directly to the CCO for further action.

Insider Information

No Supervised Person, while in the possession of material nonpublic information about a company, will for his/her portfolio or for the portfolios of others buy or sell the securities of that company until that information becomes publicly disseminated and the market has had an opportunity to react.

No Supervised Person will communicate or “tip” material nonpublic information about a company to any person except for lawful purposes.

Supervised Persons will adhere to the firm’s policies and procedures regarding insider information as outlined in the firm’s compliance manual. Any improper trading or other misuse of material nonpublic information by any Supervised Person may be grounds for immediate dismissal.

Portfolio Investment Recommendations and Actions

Supervised Persons will deal fairly and objectively with clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.

Priority of Transactions

Transactions for clients will have priority over transactions in securities or other investments of which EAM or any Supervised Persons is the beneficial owner so that such personal or proprietary transactions do not operate adversely to their clients’ interests.

Prohibition against Misrepresentation

Supervised Persons will not make statements, orally or in writing, that misrepresent:

 

  1. The services that they or the firm is capable of performing;

 

  2. Their qualifications or the qualifications of the firm; or

 

  3. The individual’s academic or professional credentials.

Supervised Persons will not make or imply, orally or in writing, any assurances or guarantees regarding any investment, except to communicate accurate information regarding the terms of the investment instrument and the issuer’s obligations under the instrument.

 

 

 

EAM    Page 8   


Reporting Violations

Supervised Persons must promptly report any violation or suspected violation of the Code or of any securities laws, or rules to the CCO. No retaliation or retribution of any kind will be taken against a Supervised Person for reporting a violation or potential violation in good faith.

All reports will be promptly investigated and, if deemed necessary, appropriate action will be taken. The CCO will be responsible for leading any investigations and reporting violations and investigative findings to the appropriate supervisor and senior management. EAM senior management may utilize any or all of the sanctions described below.

Sanctions/Disciplinary Policy

EAM senior management may use any or all of the following sanctions against any Supervised Person found to have violated either the Code or the firm’s written compliance policies and procedures.

 

  1. Letter of Caution

 

  2. Admonishment

 

  3. Fine, disgorgement

 

  4. Suspension

 

  5. Termination

 

  6. Report Violation to Regulatory Authorities

 

 

 

EAM    Page 9   

Federated Investors, Inc.

Code of Ethics for Access Persons

Effective 01/01/2016


Table of Contents

 

          Page  
INTRODUCTION      1   
1    RESPONSIBILITIES      2   
1.1    G ENERAL P RINCIPLES      2   
1.2    C OMPLIANCE WITH THIS C ODE IS A CONDITION OF EMPLOYMENT      3   
1.3    P ERSONAL R ESPONSIBILITY      4   
1.4    P ERCEIVED AMBIGUITY SHALL NOT EXCUSE VIOLATIONS      4   
1.5    P RECLEARANCE DOES NOT PROTECT WRONGDOING      4   
2    REPORTING REQUIREMENTS      4   
2.1    I NITIAL R EPORTING R EQUIREMENTS      4   
2.2    Q UARTERLY R EPORTING R EQUIREMENTS      5   
2.3    A NNUAL R EPORTING R EQUIREMENTS      6   
2.4    I NDEPENDENT D IRECTORS      7   
2.5    N ON -F EDERATED O FFICERS OF F EDERATED F UNDS OR P ROPRIETARY C LIENT F UNDS      7   
2.6    A CCESS P ERSONS A CKNOWLEDGMENTS OF R ECEIPT OF C ODE OF E THICS AND A MENDMENTS      8   
3    PRECLEARANCE REQUIREMENTS      8   
3.1    P RECLEARANCE OF T RADES      8   
3.2    D URATION AND R EVOCATION      9   
3.3    P RECLEARANCE D OES N OT P ROTECT W RONGDOING      9   
3.4    E XCEPTIONS      9   
3.5    E XCEPTION FOR E MPLOYEE S TOCK O PTIONS OF A P REVIOUS E MPLOYER      10   
3.6    F EDERATED S TOCK AND O PTIONS T RADING      11   
3.7    S PECIAL R ULES FOR E QUITY T RANSACTIONS B ASED ON M ARKET C APITALIZATION      11   
4    EXEMPT TRANSACTIONS      12   
4.1    E XEMPT S ECURITIES      12   
4.2    D ISCRETIONARY A CCOUNTS      12   
5    PROHIBITIONS AND RESTRICTIONS      13   
5.1    G ENERAL P ROHIBITIONS      13   
5.2    E QUITY I NITIAL P UBLIC O FFERINGS (IPO S ) ARE P ROHIBITED      14   
5.3    P RIVATE P LACEMENTS R EQUIRE P RIOR C OMPLIANCE A PPROVAL      14   
5.4    P ROHIBITION OF S HORT -T ERM P ROFITS – 60-D AY R ULE – I NDIVIDUAL S ECURITIES      15   
5.5    M INIMUM H OLDING P ERIOD – D ESIGNATED F EDERATED F UNDS      15   
5.6    P ROHIBITION ON I NSIDER T RADING      16   
5.7    D ISCLOSURE OR M ISUSE OF F UND I NFORMATION      16   
5.8    B LACKOUT P ERIODS - F UND T RADES      17   
5.9    P RIOR K NOWLEDGE      18   
5.10    S ERVING AS A D IRECTOR OR O FFICER OF O UTSIDE O RGANIZATIONS      18   
5.11    E XCESSIVE T RADING AND M ARKET T IMING      20   
5.12    I NDEPENDENT D IRECTORS      20   
5.13    R ESTRICTIONS ON I NVESTMENT C LUBS      21   
5.14    D ISCLOSURE OF P ERSONAL I NTERESTS      21   


6    PROHIBITIONS ON GIVING/RECEIVING GIFTS; POLITICAL AND CHARITABLE CONTRIBUTIONS      22   
7    REVIEW, REPORTING, EDUCATION AND SANCTIONS      23   
7.1    M ANAGEMENT R EVIEW OF I NVESTMENT P ERSONNEL S T RADING A CTIVITY      23   
7.2    C OMPLIANCE R EVIEW OF R EPORTS AND T RADING A CTIVITY , AND THIS C ODE OF E THICS      23   
7.3    S ELF - DISCOVERY AND R EPORTING      24   
7.4    E DUCATION      24   
7.5    S ANCTIONS      25   
7.6    F ACTORS F OR C ONSIDERATION      25   
7.7    R EPORTING OF V IOLATIONS      25   
8    DEFINITIONS      26   
8.1    1933 A CT      26   
8.2    1934 A CT      26   
8.3    1940 A CT      26   
8.4    A CCESS P ERSON      26   
8.5    A DVISER      26   
8.6    A DVISERS A CT      26   
8.7    A SSOCIATED P ROCEDURES      27   
8.8    A UTOMATIC I NVESTMENT P LAN      27   
8.9    B ENEFICIAL O WNERSHIP      27   
8.10    B OARD      27   
8.11    C ODE      27   
8.12    C OMPLIANCE C OMMITTEE      27   
8.13    C OMPLIANCE D EPARTMENT      27   
8.14    C ONTROL      27   
8.15    C OVERED S ECURITY      28   
8.16    F EDERAL S ECURITIES L AWS      28   
8.17    F EDERATED      28   
8.18    F UND      28   
8.19    I NDEPENDENT D IRECTOR      29   
8.20    I NFLUENCE      29   
8.21    I NITIAL P UBLIC O FFERING      29   
8.22    I NVESTMENT P ERSON ; I NVESTMENT P ERSONNEL      29   
8.23    P RIVATE P LACEMENT      29   
8.24    P URCHASE OR S ALE      30   
8.25    R EPORTABLE F UND      30   
8.26    SEC      30   
8.27    S ECURITY      30   
8.28    S UPERVISED P ERSON      30   
8.29    U NDERWRITER      30   
8.30    V ENDOR      30   

 

   ADDENDUM   
   Access Persons Procedures      A-1   
   Compliance Department Procedures      B-1   


CODE OF ETHICS FOR ACCESS PERSONS

Introduction

This Code sets forth standards of conduct and professionalism that apply to all persons designated as Access Persons by the Compliance Department. This Code was designed and established, and will be maintained and enforced, to protect Federated’s clients (or Funds) by deterring misconduct and to guard against violations of the Federal Securities Laws. This Code reinforces the value that Federated places on ethical conduct. Each Access Person must comply with this Code and uphold Federated’s ethical standards at all times. Each Access Person also is responsible for ensuring that spouses, children and others residing in the same household do not violate applicable provisions of this Code.

It is Federated’s policy that business must be conducted in accordance with the highest fiduciary, legal and ethical standards. Federated’s reputation for integrity is its most important asset and each Access Person must contribute to the care and preservation of that asset. This reputation for integrity is the cornerstone of the public’s faith and trust in Federated; it is what provides Federated an opportunity to serve investors, shareholders and other stakeholders. A single Access Person’s misconduct can damage Federated’s hard-earned reputation.

This Code sets forth the fiduciary, legal and ethical requirements and certain “best practices” that must be satisfied to comply with this Code. This Code also establishes procedures that Access Persons must follow in order to comply with this Code.

Key terms are defined in Section 8 of this Code.

Access Persons. Access Persons are defined under Section 8.4 of this Code and include:

 

  (a) Designated employees of Federated, including those who work for any subsidiary that is an Adviser, an Underwriter for funds and employees of certain other subsidiaries;

 

  (b) Independent Directors of a fund;

 

  (c) Designated officers of Federated funds or proprietary funds who are not employed by Federated. ( e.g. , designated outside counsel who serve as secretary to one or more funds); and

 

  (d) All Investment Personnel ;

 

  (e) Any other individual designated by the Compliance Department. This may include a Federated employee or a temporary hire, vendor, consultant, service provider or other third party employee.


Application to Access Persons. This Code applies only to those individuals specified above, designated as Access Persons under this Code. Please note that certain requirements of this Code apply to Access Persons, while others may only apply to Investment Persons.

Application to Household Members. As noted above, each Access Person also is responsible for assuring that spouses, children or any others residing in the same household do not violate the provisions of this Code that are applicable to the Access Person (even if certain provisions of this Code do not specifically reference household members). See the definitions of “Access Person” and “Investment Personnel” in Section 8 of this Code for further information.

This Code also applies to accounts or holdings for persons outside the household, over which the Access Person has investment discretion, influence or control.

Questions. All Access Persons are obligated to read the requirements of this Code carefully. If you have any questions regarding how this Code applies to any conduct or practice, please contact the Compliance Department. When in doubt, an Access Person should ask before taking any action.

Compliance with Other Requirements Still Required. This Code supersedes prior versions of this Code. This Code does not supersede, or relieve an Access Person from complying with applicable laws or with other Federated standards and corporate and departmental policies or procedures which can be found on Federated’s internal website. A violation of any of these policies or procedures by an Access Person may, depending upon the circumstances, also constitute a violation of this Code.

Sanctions for Violations of this Code. Federated intends to enforce the provisions of this Code vigorously. A violation of this Code may subject an Access Person to sanctions as set forth in Section 7 below, and possible civil and criminal liability.

Adoption. Pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act (as applicable), this Code has been adopted on behalf of each investment company that is served by the Board of Directors of the Federated funds, Federated’s Advisers and Federated’s Underwriters.

 

1 Responsibilities

 

  1.1 General Principles

The following general principles govern all conduct of Access Persons, whether or not the conduct also is covered by more specific standards or procedures set forth below.

 

  (a) Fiduciary Principles

Each Access Person must:

 

    (i) place the Funds’ interests ahead of his or her personal interests;

 

    (ii) disclose and, where possible, avoid conflicts of interest (actual or potential) and the appearance of any conflict with the Funds or any other party;

 

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    (iii) conduct his or her personal transactions in a manner, which is consistent with this Code and which does not interfere with Fund portfolio transactions or otherwise take unfair or inappropriate advantage of his or her position or relationship to a Fund or any other party;

 

    (iv) not show inappropriate favoritism of one Fund over another Fund in a manner that would constitute a breach of fiduciary duty;

 

    (v) not accept or offer inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence decision-making by either Federated, an Adviser, a Fund or any other party;

 

    (vi) safeguard material nonpublic Fund information and control its dissemination in a manner consistent with Federated’s policies and applicable legal requirements; and

 

    (vii) otherwise act in good faith, in an open, honest, non-misleading, professional and unbiased manner, with integrity, and in a manner that instills trust and confidence and promotes independence in the investment decision-making process, in each aspect of the Access Person’s professional activities and business (including, without limitation, in all disclosures, advertisements and other communications, and dealings, with Funds, shareholders and accountholders).

For example, an Access Person’s failure to recommend or purchase a Covered Security for the Fund in order to purchase the Covered Security for the Access Person’s personal benefit may be considered a violation of this Code.

 

  (b) Legal Principles

In addition to complying with the above fiduciary principles, each Access Person must comply with State and Federal securities laws, rules and regulations. If you have questions concerning complying with applicable law, contact the Compliance Department or Federated’s General Counsel.

Notwithstanding any other provision of this Code, for the avoidance of doubt, nothing herein prevents reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, protected under the whistleblower provisions of federal law or regulation.

 

  1.2 Compliance with this Code is a Condition of Employment

Every Access Person must adhere to the general principles set forth in Section 1.1 above, and comply with the specific provisions and Associated Procedures of this Code and the spirit of those provisions. Literal compliance with specific provisions will not be sufficient where the transactions undertaken by an Access Person show a pattern of abuse of the Access Person’s fiduciary duty or of violation of applicable legal requirements.

 

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  1.3 Personal Responsibility

It is the responsibility of each Access Person to take all steps necessary before executing a personal trade, or taking other action, to verify that the trade or other action is in compliance with the provisions and intent of this Code.

 

  1.4 Perceived Ambiguity shall not Excuse Violations

Any Access Person who believes a particular provision of this Code is ambiguous is required to contact the Compliance Department for a determination prior to executing a transaction or taking other action subject to that provision.

 

  1.5 Preclearance does not Protect Wrongdoing

Receipt of express prior preclearance approval does not exempt you from the prohibitions outlined in this Code.

 

2 Reporting Requirements

The Reporting Requirements in Sections 2.1, 2.2, and 2.3 of this Code apply to Access Persons and their household members (generally including members of the immediate family sharing the same household, e.g., a spouse and unemancipated children) and certain partnerships, trusts, corporations or other similar arrangements. Access Persons should contact the Chief Compliance Officer for further clarification if they have questions regarding the application of this Code.

Every Access Person must report (1) all Covered Securities in which the Access Person or members of his or her household have direct or indirect investment discretion, influence or control (either for the benefit of the Access Person or for any other party), (2) all transactions in those Covered Securities, and (3) all accounts in which any Covered Securities are held. An Access Person is deemed to have influence or control over a discretionary account as described in Section 4.2.

NOTE : All information provided by the Access Person must be current as of a date no more than 45 days before the report is required to be submitted. Failure to provide that information within the time specified (if it is not being provided directly to Compliance by the financial institution or other party) shall be deemed a violation of the Code and SEC Rules.

Covered Securities transactions of Access Persons will be reviewed for compliance with the provisions of this Code. A violation may result from either a single transaction or multiple transactions if the Compliance Department determines that the transaction(s) did not comply with provisions of this Code.

Information relating to the holdings and personal trades of Access Persons will be shared with Senior Management of Federated from time to time for purposes of reviewing Access Person trading patterns and practices.

 

  2.1 Initial Reporting Requirements

Within ten (10) calendar days of becoming an Access Person , the Access Person is required to submit to the Compliance Department, a holdings report including:

 

  (a) The full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held in any form, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including, without limitation, those shares of Federated funds included under this Code’s definition of “Covered Security,”

 

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  (b) All investment accounts with a financial institution or intermediary, including the name and address of any broker, dealer, bank or other financial institution holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, and the account numbers (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator);

 

  (c) The date the Access Person submits the report.

The Compliance Department will direct the broker, dealer, bank or other financial institution maintaining each account to provide duplicate confirmations of all transactions and account statements directly to the attention of the Compliance Department, in a timely fashion. The Compliance Department also will obtain reports on accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator. Each Access Person must assure that such information is received.

 

  2.2 Quarterly Reporting Requirements

By the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after the end of the calendar quarter) every Access Person must review the information recorded by the Compliance Department relating to his or her personal accounts (discretionary and non-discretionary) and all transactions in any Covered Securities, regardless of the form in which such securities are held, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.), and each Access Person must complete and submit to the Compliance Department a quarterly Securities transaction report, using TradeComply where available, to:

 

  (a) Identify and confirm that all Covered Security transactions during the previous calendar quarter in all accounts in which the Access Person or household members have a direct or indirect investment discretion, influence or control, have been reported, including, without limitation, transactions in Federated funds included under this Code’s definition of “Covered Security” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator);

 

  (b) Identify and confirm that all investment account information has been reported, including any new investment account(s) established during the quarter with broker-dealers, banks or other financial institutions holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, along with the name and address of the intermediary, the date the account was established and account number;

 

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  (c) Resolve any discrepancies identified with the Compliance Department; and

 

  (d) Record an electronic signature and date on TradeComply or other process approved by the Compliance Department.

The information required in Section 2.2(a) above shall include at least the following information about each transaction involving a Covered Security in which the Access Person or household member had, or as a result of a transaction acquired, any direct or indirect investment discretion, influence or control: (1) the date of the transaction, (2) the full security name, description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, interest rate, maturity date, number of shares and principal amount of each Covered Security held, (3) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), (4) the price of the Security at which the transaction was effected, and (5) the name of the broker, dealer, bank or other financial institution with or through which the transaction was effected.

An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated so long as trade confirmations or account statements are received by the Compliance Department no later than 25 days after the end of the applicable calendar quarter.

 

  2.3 Annual Reporting Requirements

On an annual basis and by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department, every Access Person is required to provide a written acknowledgment (1) that he or she is subject to, has received a copy of and read this Code, and (2) of his or her understanding of and compliance with this Code, its requirements and Associated Procedures. At the same time, the Access Person must review a current list of Covered Securities held in the Access Person’s account(s), as recorded by the Compliance Department, for accuracy, and complete and submit to the Compliance Department an annual report using TradeComply to:

 

  (a) Identify and confirm all Covered Securities held in any form (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including the full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held, including, without limitation, those shares of Federated funds included under this Code’s definition of “Covered Security,” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator);

 

  (b) Resolve any discrepancies with the Compliance Department, and

 

  (c) Record an electronic signature and date on Trade Comply or other process approved by the Compliance Department.

 

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  2.4 Independent Directors

Independent Directors must report all holdings and transactions in shares of Federated funds included under this Code’s definition of “Covered Security” that are held in accounts with a broker-dealer, bank or other financial institution or intermediary (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator).

Except for holdings and transactions involving Federated funds, an Independent Director (unless previously identified by the Compliance Department as being an Access Person who cannot take advantage of this Section) is exempt from all other reporting requirements so long as, at the time of a personal transaction in a Covered Security, such Independent Director neither knew nor, in the ordinary course of fulfilling his or her official duties as a fund director, should have known that during the 15-day period immediately before or after the director’s transaction that the Covered Security was purchased or sold by the Fund, or considered for Purchase or Sale.

Any Independent Director who is identified by the Compliance Department as being an Access Person who cannot take advantage of this Section must comply with all reporting requirements applicable to Access Persons set forth in this Code or its Associated Procedures.

 

  2.5 Non-Federated Officers of Federated Funds or Proprietary Client Funds

 

  (a) Non-Federated personnel serving as officers of a fund who are specifically designated as Access Persons subject to this provision shall be so notified by the Compliance Department and shall be deemed to be Access Persons.

 

  (b) Such specially designated Access Persons shall be subject to all provisions under this Code applicable to Access Persons (as applicable), except that only the following provisions apply:

 

Section 1    Responsibilities
Section 2    Reporting Requirements
Section 4.1    Exempt Securities
Section 4.2    Discretionary Accounts
Section 5.1    General Prohibitions
Section 5.2    Equity Initial Public Offerings (IPOs) are Prohibited
Section 5.3    Private Placements Require Prior Compliance Approval
Section 5.5    Minimum Holding Period – Designated Federated Funds
Section 5.6    Prohibition on Insider Trading
Section 5.7    Disclosure or Misuse of Fund Information
Section 5.9    Prior Knowledge

 

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Section 5.11    Excessive Trading and Market Timing
Section 5.13    Restrictions on Investment Clubs
Section 5.14    Disclosure of Personal Interests
Section 6    Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions
Section 7    Review, Reporting, Education and Sanctions
Section 8    Definitions

 

  (c) Each specially designated Access Person must notify the Compliance Department of any positions held on the Board of Directors of any publicly held company and any “for-profit” private company. In the event that the Access Person, thereafter, should be advised of an issue relating to any such company, the Access Person must recuse himself or herself from any discussion or consideration of such issues.

 

  (d) Violations of this Code and/or suspicious trading activity shall be reported by the Compliance Department to the Senior Manager of such Access Person. A report by the employer of the steps taken in response to the issues raised shall be requested by the Compliance Department and reported to Federated management, and, in the case of a personal transaction that conflicts with a mutual fund transaction, the fund’s Audit Committee and, ultimately, the fund’s Board of Directors.

 

  2.6 Access Persons Acknowledgments of Receipt of Code of Ethics and Amendments

 

  (a) The Compliance Department shall provide each Access Person with a copy of this Code annually. The Compliance Department also shall provide each Access Person with a copy of any amendment to this Code promptly after such amendments are adopted (and, to the extent possible, prior to their effectiveness).

 

  (b) After receiving the copy of this Code or an amendment to this Code, each Access Person is required to provide the Compliance Department, within the time period prescribed by the Compliance Department, a written or electronic acknowledgment (1) that he or she has received and read this Code or such amendment, and (2) of his or her understanding of and compliance with this Code or such amendment, its requirements and any Associated Procedures.

 

3 Preclearance Requirements

 

  3.1 Preclearance of Trades

Unless subject to a preclearance exception, all Access Persons must preclear every Purchase or Sale of a Covered Security in which the Access Person or member of his or her household has any investment discretion, influence or control (including, without limitation, transactions in pension or profit-sharing plans, Equity Initial Public

 

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Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition), and Private Placements), in accordance with the Associated Procedures governing preclearance.

 

  (a) All Private Placement securities must be precleared by contacting the Compliance Department;

 

  (b) All other Covered Securities must be precleared using TradeComply;

 

  (c) Access Persons without access to Trade Comply must contact the Compliance Department for assistance in preclearing transactions on their behalf.

 

  3.2 Duration and Revocation

Preclearance approval remains in effect until the end of the following business day. Preclearance approval may be revoked at any time upon notification of revocation being provided by the Compliance Department. Any revocation shall not affect any transaction made prior to such revocation notice being delivered during a time when the preclearance approval was effective.

 

  3.3 Preclearance Does Not Protect Wrongdoing

Preclearance approval and the receipt of express prior preclearance approval does not exempt an Access Person from the prohibitions outlined in this Code.

 

  3.4 Exceptions

Preclearance requirements do not apply to:

 

  (a) Shares of any registered open end investment companies, including, without limitation, Federated funds included under this Code’s definition of “Covered Security” (note that this exception does not apply to ETFs; all ETF transactions must be precleared);

 

  (b) Involuntary purchases or sales, including mandatory corporate actions (e.g. corporate mergers, exchanges);

 

  (c) Automatic Investment Plans, including, without limitation, dividend reinvestment plans; or automatic payroll deduction plan purchases that are either (a) made solely with the dividend proceeds, or (b) whereby an employee purchases Securities issued by an employer;

 

  (d) Exercise of rights to purchase and any sales of such rights issued by an issuer pro rata to all holders of a class of its Covered Securities, to the extent such rights were acquired from such issuer;

 

  (e) Exercise of rights to tender Securities when an offer is made on a pro rata basis to all holders of a class of Covered Securities;

 

  (f) Gifts or charitable donations of a Covered Security;

 

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  (g) Purchases or sales in discretionary accounts (as outlined in Section 4.2) and/or purchases or sales in other accounts over which the Access Person or household member had or has no investment discretion, influence or control.

 

  (h) Purchases and sales of Covered Securities executed by an Independent Director.

NOTE : Notwithstanding anything in this Section to the contrary, Equity Initial Public Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) and Private Placements shall in no event be exempt from the preclearance requirements.

 

  3.5 Exception for Employee Stock Options of a Previous Employer

Subject to the conditions indicated, an Access Person or Investment Person may exercise employee stock options for Securities of a previous employer, as follows:

 

  (a) Access Persons and Investment Persons who are not also Portfolio Managers, Traders or Research Analysts may exercise employee stock options for Securities of a previous employer for cash or in a cashless exercise and hold the stock thereafter without preclearance or restriction that would otherwise be imposed by concurrent fund transactions, but must report the Securities when exercised.

 

  (b) Investment Persons who are Portfolio Managers, Traders or Research Analysts may exercise such an employee stock option for cash or in a cashless exercise and hold the stock thereafter, without restriction that would otherwise be imposed by concurrent fund transactions after requesting and receiving in writing a determination by the Compliance Department that no material conflict of interest exists.

 

  (c) A cashless exercise of employee stock options of a previous employer may occur without regard to the 60-day rule.

 

  (d) All such exception provisions for the exercise of employee stock options shall be conditioned on:

 

  (i) Access Persons and Investment Personnel who are not Portfolio Managers, Traders or Research Analysts must notify the Compliance Department of the exercise of any employee stock options within five business days.

 

  (ii) Investment Personnel who are Portfolio Managers, Traders or Research Analysts must request a determination in writing by the Compliance Department that no apparent material conflict of interest exists prior to the exercise of any employee stock options and may not proceed with the exercise until such determination is received.

 

  (iii) Approval of any such exercise shall be conditioned on full disclosure to the Compliance Department of all communications concerning that Security within Federated by the Access Person or Investment Person during the seven days prior to the exercise of an employee stock option.

 

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  (iv) Any apparent conflict of interest that is identified by the Compliance Department, before or after an exercise of employer stock options shall be reported to the President of the Advisory Companies and the Chief Executive Officer of Federated Investors, Inc., and investigated further for determination as to whether a violation has occurred.

 

  3.6 Federated Stock and Options Trading

 

  (a) All Federated employees are prohibited from trading Federated stock during announced blackout periods.

 

  (b) All Federated employees are prohibited from short selling Federated stock.

 

  (c) All Federated employees are further prohibited from options trading on Federated stock or purchasing Federated stock on margin without Compliance Committee approval.

Note : Employees should refer to the Federated Policy on Trading and Confidentiality for additional details.

 

  3.7 Special Rules for Equity Transactions Based on Market Capitalization

 

  (a) To insure proper compliance with the Code and limit unintended preclearance mistakes, the Chief Compliance Officer, in conjunction with the President of the Advisory Companies requires all Investment Personnel to preclear all trades in equity securities of issuers having a market capitalization of less than $500 Million manually with the Compliance Department and such requests will be monitored and compared to Fund holdings for any appearance of conflicts of interest. ;

 

  (b) Investment Personnel with a proposed transaction in equity securities having a market capitalization of less than $500 Million will be required submit to the Compliance Department a manual preclearance request inclusive of the proposed transaction details along with confirmation that the total requested transaction in the issuer will result in 5% or less of the Investment Person’s total current reported brokerage account exposure/ holdings. Compliance will review the submitted request to ensure that the proposed transaction. will not result in the requesting individual’s aggregate ownership exceeding the lesser of  1 2 of 1% of the outstanding securities of the issuer or $500,000. Additionally, the requested trade may not result in the Investment Management team, as defined in the Investment Management Organizational Chart, owning 1% or more of the outstanding securities of the issuer. Should an issue arise, the Compliance Department will review this information with the CIO - Global Equity to identify any holdings that might require additional special preclearance requirements and may impose a blackout or holding period of up to 90 days from the date of the last Fund trade in such security. These additional requirements will be communicated to and discussed with each affected Investment Person as they are identified.

 

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4 Exempt Transactions

 

  4.1 Exempt Securities

Unless otherwise specified within this Code, purchases or sales of the following Securities are not subject to the Preclearance (Section 3) or Prohibitions and Restrictions (Section 5) sections of this Code:

 

  (a) Direct obligations of the Government of the United States and U. S. Government Agencies;

 

  (b) Bankers’ acceptances;

 

  (c) Bank certificates of deposit;

 

  (d) Commercial paper;

 

  (e) High quality short-term debt instruments 1 , including, without limitation, repurchase agreements; and

 

  (f) Shares of those registered open-end investment companies that are not included under this Code’s definition of “Covered Security”.

NOTE : Specified provisions of this Code are applicable to investment in Federated funds included under this Code’s definition of “Covered Security”.

 

4.2 Discretionary Accounts

Discretionary accounts over which the Access Person (or household member) has no investment discretion, but over which the Access Person retains control to designate an investment manager, are not subject to preclearance requirements (Section 3), prohibition of short-term profits (Section 5.4) or blackout periods caused by fund transactions (Section 5.8), but retain the prohibition on trading Federated stock (Section 3.6), Equity Initial Public Offerings (IPOs) (Section 5.2), the limitations of Private Placements (Section 5.3), and the minimum holding period for designated Federated Funds (Section 5.5) specified in this Code and are subject to all reporting requirements (Section 2).

It is the Access Person’s responsibility to notify his or her broker or manager of these restrictions and limitations.

 

 

1   The SEC has interpreted “high quality short-term debt instruments” to mean any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. Personal Investment Activities of Investment Company Personnel and Codes of Ethics of Investment Companies and Their Investment Advisers and Principal Underwriters, Investment Company Act Release No. 21341 (Sept. 8, 1995) [60 FR 47844 (Sept. 14, 1995)] (proposing amendments to rule 17j-1) at note 66.This definition is repeated in the footnotes to the adopting and proposing releases for the Adviser’s Code of Ethics requirement under Rule 204A-1.

 

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Access Persons establishing discretionary accounts and the individuals accepting discretionary authority over such accounts are required to acknowledge, in writing, their understanding and acceptance of the restrictions applicable to such accounts. Access Persons must provide information relating to the investment objective and any restrictions placed on his or her (or household member’s) discretionary account(s) and any changes made to those objectives or restrictions to the Compliance Department.

 

5 Prohibitions and Restrictions

 

  5.1 General Prohibitions

Every Access Person is prohibited from:

 

  (a) Employing any device, scheme or artifice to defraud the Fund;

 

  (b) Making any untrue statement of a material fact to the Fund or omitting to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

 

  (c) Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

 

  (d) Engaging in any manipulative practice with respect to the Fund.

Examples : Causing the Fund to purchase a Covered Security owned by the Access Person for the purpose of supporting or driving up the price of the Covered Security, and causing the Fund to refrain from selling a Covered Security in an attempt to protect the value of the Access Person’s investment, such as an outstanding option.

Without limiting the foregoing:

 

  (i) Each Access Person is prohibited from usurping investment or other business opportunities of a Fund for personal benefit (or for the inappropriate benefit of Federated). Each Access Person owes a duty to the Funds to advance the Funds’ legitimate interests when the opportunity to do so arises. This duty of loyalty is violated if an Access Person personally profits (or allows Federated to inappropriately profit) from an investment or other business opportunity that rightfully belongs to a Fund. This problem could arise, for example, if an Access Person becomes aware through the use of Federated or Fund property, information or relationships of an investment opportunity (either a loan or equity transaction) in which the Fund is or may be interested, and then participates in the transaction personally or informs others of the opportunity before offering it to the Fund. An Access Person is prohibited from using Federated or Fund property, information or relationships for personal gain (or for the inappropriate gain of Federated);

 

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  (ii) Each Access Person is prohibited from taking inappropriate or unfair advantage of his or her relationship with a Fund or a Vendor. Under this duty of fair dealing, no Access Person should take advantage of a Fund or a Vendor, or another person or entity, through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. All business conducted on behalf of Federated is to be done with integrity and high fiduciary, legal and ethical business standards;

 

  (iii) Each Access Person is prohibited from misappropriating Federated or Fund assets; and

 

  (iv) Each Access Person is prohibited from taking any action to fraudulently influence, control, coerce, manipulate or mislead any independent accountants engaged in the performance of an audit of Federated’s or a Fund’s financial statements for the purpose of rendering such financial statements materially misleading.

(Any Access Person who is a director, officer or employee of Federated should also refer to the “Corporate Opportunities,” “Fair Dealing,” “Protection and Proper Use of Company Assets” and “Improper Influence on the Conduct of Audits” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning the duty of loyalty, the duty of fair dealing, use of assets or conduct of audits, contact the Compliance Department or Federated’s General Counsel.)

 

  5.2 Equity Initial Public Offerings (IPOs) are Prohibited

Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any equity Security in an Initial Public Offering (IPO) without prior approval. Exceptions may be approved in the following instances:

 

  (a) Initial Public Offerings (IPOs) relating to Securities of the employer of a spouse, when offered to all employees at the spouse’s level, or the demutualization of insurance companies, banks or savings and loans, if the Access Person owned a policy or held such a prior interest or relationship in or with the issuer, are allowed, and

 

  (b) Initial offering of diversified investment funds, including, without limitation, closed-end funds and unit investment trusts (or “UITs”) are allowed.

All such exceptions require reporting and preclearance approval in accordance with the provisions of Sections 2 and 3 above.

Initial public offerings in fixed income securities are permitted, however no Access Person will be allowed to invest in a fixed income Security during a blackout period caused by a Fund trade.

 

  5.3 Private Placements Require Prior Compliance Approval

Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any Private Placement Security

 

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without prior approval. Any such transaction requires reporting and preclearance approval directly from the Compliance Department. No Access Person will be allowed to invest in a Private Placement Security in which a Fund has an investment or contemplates participation.

If an Investment Person receives prior approval and acquires a Private Placement Security, the Investment Person must disclose this investment to the Chief Investment Officer (or the Chief Investment Officer’s designee) before the Investment Person may participate in any subsequent consideration of any potential investment by a Fund in the issuer of that Security.

Following a purchase by an Investment Person in an approved personal transaction, any purchase by a Fund of Securities issued by the same company (other than secondary market purchases of publicly traded Securities) will be subject to an independent review by the Compliance Department.

 

  5.4 Prohibition of Short-Term Profits – 60 Day Rule – Individual Securities

As a general rule, personal Securities transactions of Access Persons should be for long-term investment purposes and should not be initiated for short-term profits. Profits realized on the sale of an individual Security held less than 60 days must be disgorged.

 

  (a) When a new purchase results in multiple lots of a Security held in personal portfolios, no lot of the same Security may be sold within 60 days if sale of any lot of the Security would result in a gain.

 

  (b) Similarly, no Security may be purchased within 60 days of the sale of the same Security, unless the Security is purchased at a price greater than the price of any sale of the Security within the prior 60 days.

Note: The short-term profit prohibition also applies to derivative transactions in securities. Any transaction completed to liquidate a previously established derivative position in a security (either through purchasing or selling the underlying security, assigning a derivative contract, covering margin requirements, or taking an offsetting derivative position) within 60 calendar days of the original transaction date, that results in a gain, would be a violation of the Code. Further, derivative transactions cannot have an expiration date of less than 60 calendar days at the point of purchase.

 

  5.5 Minimum Holding Period – Designated Federated Funds

Any holding of a Federated fund which, according to its prospectus has adopted Frequent Trading Policies and is subject to monitoring for Frequent Trading will be subject to the following conditions:

 

  (a) The minimum required holding period for shares of Federated funds subject to monitoring for Frequent Trading is 60 days, unless the particular fund has a redemption fee provision lasting for a longer period, in which case the minimum holding period will be the same as the redemption fee period. Holding periods will be measured for fund transactions for this condition on a “first in, first out” (FIFO) accounting basis.

 

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  (b) In addition to the holding period specified above, shares of Federated funds that are subject to monitoring for Frequent Trading are further subject to the limitations expressed within the prospectus regarding frequency of trading that may be deemed excessive or disruptive, including but not limited to purchases and sales within 30 days or trading that is deemed disruptive over periods longer than 30 days. Such frequent or disruptive trading may occur in the same account or more than one account; that is to say that a purchase may be made in one account and a sale in another account and still be subject to these provisions. Access persons making asset allocation adjustments (transfers between or re-balancing) to investments in Federated funds that are subject to monitoring for Frequent Trading must observe these limitations and restrictions. A violation of the Frequent Trading Policies of any Federated Fund will be treated as a violation of the Code and will be subject to sanctions imposed by the Chief Compliance Officer.

 

  (c) Systematic purchases (periodic contributions or 401k deferrals) or systematic or periodic withdrawals, that are part of a regular pattern, as determined by the Compliance Department, will generally not trigger a holding period violation. Similarly, required income distributions by a trust, minimum required individual retirement account (IRA) distributions and 529 Plan distributions for education expenses will not generally trigger a holding period violation.

 

  (d) The Compliance Department shall be authorized to grant further exception from the required holding period in cases of exceptional hardship that could not be reasonably foreseen by an Access Person.

 

  5.6 Prohibition on Insider Trading

Use of material, non-public information about any issuer of Securities by an Access Person is prohibited, regardless of whether such Securities are held by or have been recommended for any Fund. “Material non-public information” relates not only to issuers, but also includes, without limitation, an Adviser’s Securities recommendations and Fund Securities holdings and transactions. In limited instances, awareness of material, non-public information relating to a specific Federated Fund, could subject certain Access Persons, as identified by the Compliance Department, to a blackout period during which those specified Access Person would be prohibited from buying or selling shares of the Fund.

(See the Federated “Policy on Trading and Confidentiality” for more information. Also, any Access Person who is a director, officer or employee of Federated should also refer to the “Insider Trading” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning insider trading issues, contact the Compliance Department or Federated’s General Counsel.)

 

  5.7 Disclosure or Misuse of Fund Information

Selective disclosure to third parties or misuse of any material, nonpublic Fund-related information by an access person is prohibited. No portfolio holdings or any

 

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other material, nonpublic information regarding a Fund may be disclosed, unless the same data is posted on the public website for other investors or is otherwise publicly available on a simultaneous basis. “Material” information is defined as any Fund-related information that might be expected to impact an investor’s decision to buy, sell or hold a Fund or Security, and may include, without limitation, holdings, trading strategies, pending transactions, performance or performance attribution, duration, yields or other key statistics. Requests for public disclosure of previously undisclosed information or to release information on a more frequent schedule must be approved by the President of the Advisory Companies and the Chief Compliance Officer.

The Purchase or Sale of Federated fund shares based on material, nonpublic information about the fund’s portfolio is similarly prohibited.

(See the Federated “Fund Information Disclosure Policy” for more information. Also, any Access Person who is a director, officer or employee of Federated should also refer to the “Confidentiality” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning disclosure or misuse of Fund information, contact the Compliance Department or Federated’s General Counsel.

 

  5.8 Blackout Periods – Fund Trades

Portfolio Managers and Research Analysts identified as serving a Fund or group of Fund(s) are prohibited from purchasing or selling any Covered Security for which there is an open “buy” or “sell” order or any Covered Security that has been purchased or sold by those Fund(s) within fifteen (15) calendar days before or after the Fund purchases or sells that Security. Personal transactions that occur before transactions in those Fund(s) will be prohibited if the aggregate related open “buy” or “sell” orders and/or purchases or sells of that Covered Security by those Fund(s) are thereafter determined to have been of an amount sufficient to trigger a blackout period. Transactions of those Funds in any amount will cause personal transactions to be prohibited for fifteen days after the trades. This provision supersedes any prior preclearance.

Investment Personnel who are not among the Portfolio Managers and Research Analysts identified as serving the Fund(s), as provided above, may not purchase or sell a Covered Security within seven (7) calendar days after one or more Funds have open “buy” or “sell” orders and/or purchases or sells in the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.

All other Access Persons may not purchase or sell a Covered Security on any day during which one or more Funds have open “buy” or “sell” orders and/or purchases or sells the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.

NOTE : For purposes of administering this Section, all MDT employees shall be considered Investment Personnel, but generally no MDT employees shall be considered portfolio managers, traders or research analysts.

The Compliance Department shall have discretion in determining the methodology by which blackout periods are calculated.

 

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  5.9 Prior Knowledge

No Access Person may execute a personal transaction, directly or indirectly, in any Covered Security and no prior preclearance will apply, when he or she knows, or should have known, that the Covered Security is being:

 

  (a) Considered for Purchase or Sale by the Fund; or

 

  (b) Purchased or sold by the Fund.

 

  5.10 Serving as a Director or Officer of Outside Organizations

This Section applies to Access Persons, but not any household members of such Access Persons.

While serving the community is a worthy objective, a director or officer of any organization has access to sensitive information and charts the course of that entity. Federated must take safeguards to shield Federated and Access Persons (including, without limitation, Investment Personnel) from even the appearance of impropriety. To that end:

 

  (a) All Access Persons are prohibited from serving as an officer or director of any other organization unless written approval is first granted by the Compliance Committee. Approval of the Committee is not required in those situations where the organization is not-for-profit and does not issue securities.

 

  (b) All Access Persons must notify the Chief Compliance Officer in writing (by completing the Non-Federated Business or Board Activity request form) of any organization for which such Access Person serves in compliance with this Section: (1) initially upon becoming an Access Person or, (2) before they accept and begin to serve as an officer or director, and/or (3) upon resigning from any such position.

 

  (c) If approval to serve as an officer or director of an organization is granted, an Access Person has an affirmative duty to (1) recuse himself or herself from participating in any deliberations inside Federated regarding such organization, and (2) not share non-public information of such organization with any Federated personnel (including, without limitation, any Investment Personnel).

 

  (d) The President of the Advisory Companies and all Investment Personnel reporting directly or indirectly to him are further prohibited from serving as an officer or director of any publicly issued or privately held issuer of a Security (whether “for profit,” “not for profit,” “charitable” or otherwise) that is or may become an eligible investment for a Fund unless an exception is granted by the Compliance Committee pursuant to the following provisions:

 

  (i)

In the case of charitable, eleemosynary, municipal or educational organizations only, if the organization has no securities outstanding or if all Chief Investment Officers confirm in writing that the securities of the issuer either are not qualified for investment by the funds or that adequate alternative investments are available, and the President of the Advisory

 

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  Companies approves, then the Compliance Committee may approve service as an officer or director by an Investment Person, subject to semi-annual confirmation by the Chief Investment Officers and approval by the President of the Advisory Companies that these conditions have not changed.

 

  (ii) In the instances specified in Paragraph d. (i) of this Section, above, the Compliance Department shall maintain the organization on the Funds Restricted List. Inclusion on the Restricted List shall make any security of the issuer an ineligible investment for the funds. The Compliance Department shall communicate the Restricted List to all Chief Investment Officers and the President of the Advisory Companies quarterly.

 

  (iii) If an Investment Person, at the time of adoption of this amended provision of the Code or, in the case of a new hire, at the time of his or her employment, is serving as an officer or of a charitable or eleemosynary organization that has issued securities eligible for or owned by the funds, then the Investment Person shall recuse himself or herself from all discussions concerning possible investment by the funds in such security and may request that his or her current term in such role may be completed. The Compliance Committee may approve completion of terms under such circumstances if it deems the remaining term reasonable. Approval to continue a current term will not permit the Investment Person to begin another term on the board.

 

  (iv) If a Security issued by a charitable or eleemosynary organization becomes an eligible investment for a Fund while an Investment Person is serving as an officer or director, the Investment Person shall be subject to the same terms as are provided in Paragraph (d)(iii) of this Section, above.

 

  (v) If a Security issued by any organization that is not a charitable or eleemosynary organization becomes an eligible investment for a Fund after an Investment Person has begun serving as an officer or director, the Investment Person must immediately resign from such role and recuse himself or herself from all matters relating to the organization.

 

  (e) If an Access Person serves as an officer or director of a non-public organization, and the organization seeks to issue securities, such Access Person must, promptly after the company’s intention to issue securities becomes public, take steps to notify the Chief Compliance Officer in writing. If an exception has not been reconfirmed under this Section or if continued service would be prohibited under this Section, as of the time when the organization’s securities are first offered to the public, then the Access Person must immediately resign from such board and recuse himself or herself from all board matters.

 

  (f) Nothing in this Section limits or restricts service on the Board of Federated, its subsidiaries, Federated Funds, Proprietary Funds, or other funds administered by subsidiaries of Federated.

 

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NOTE : Any Access Person who is a director, officer or employee of Federated should also refer to the “Corporate Boards” requirements in Federated’s Code of Business Conduct and Ethics.

 

  5.11 Excessive Trading and Market Timing

 

  (a) Access Persons are strongly discouraged from trading excessively. This applies to both individual Securities and registered investment company Securities included under this Code’s definition of “Covered Security.” The Chief Investment Officers, the President of the Advisory Companies and the Head of Trading will review the transaction volume of Investment Personnel on a quarterly basis. The transaction volume of other Access Persons may be reviewed with other managers periodically.

 

  (b) Access Persons are prohibited from market timing. This includes, without limitation, entering into any agreement or arrangement to permit market timing by any fund, shareholder or accountholder or in any fund, or by any broker, dealer, bank or other financial institution, person or entity. Frequent or short-term trading into and out of funds can have adverse consequences for the funds, shareholders and accountholders who use the funds as long-term investment vehicles. Such trading in significant amounts can disrupt the funds’ investment strategies (e.g., by requiring the funds to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions or cash flow needs), increase brokerage and administrative costs and affect the timing and amount of taxable gains distributed by or in respect of the funds. Such trading may also seek to profit by estimating changes in a fund’s net asset value in advance of the time as of which net asset value is calculated.

 

  5.12 Independent Directors

Notwithstanding the other restrictions or exemptions provided under this Code, Independent Directors (other than Independent Directors identified by the Compliance Department as being Access Persons subject to additional provisions of this Code) and their household members are subject only to the following Code restrictions:

 

Section 5.1    General Prohibitions
Section 5.5    Minimum Holding Period – Designated Federated Funds
Section 5.6    Prohibition on Insider Trading
Section 5.7    Disclosure or Misuse of Fund Information
Section 5.9    Prior Knowledge
Section 5.11    Excessive Trading and Market Timing

In order to monitor compliance with the above referenced Code provisions, Section 2.4 further requires Independent Directors to disclose holdings and transactions in certain Federated funds for themselves and their household members.

 

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  5.13 Restrictions on Investment Clubs

Investment Personnel who wish to participate in an investment club must request Chief Investment Officer approval prior to joining in the club activity. Names of other club members must be disclosed. The Chief Investment Officer shall notify the Compliance Department when such approval is granted.

Access Persons will be deemed to have investment discretion, influence or control in any trade by the club. All investment club activity by any Access Person will require preclearance and must be reported by duplicate confirms and statements.

 

  5.14 Disclosure of Personal Interests

All Access Persons (including, without limitation, Investment Personnel) are prohibited from:

 

  (a) Recommending, implementing or considering any Securities transaction for a Fund, or

 

  (b) Negotiating any agreement or otherwise arranging for any relationship with any Vendor,

without having disclosed in writing to the Chief Investment Officer (in the case of Investment Personnel) (or another person designated by the Chief Investment Officer) (Chief Investment Officers shall disclose to the President of the Advisory Companies) or the Compliance Department (in the case of all other Access Persons):

 

  (i) any material Beneficial Ownership, business or personal relationship, or other material interest, that the Access Person has in an issuer or its affiliates, or in a Vendor, or

 

  (ii) other material conflict of interest that the Access Person has with an issuer or its affiliates or with a Vendor.

If the Chief Investment Officer (or other designated person) or Compliance Department determines that the disclosed interest is a material conflict of interest, then the Access Person may not participate in (a) any decision-making process regarding the Securities of that issuer, or (b) any negotiations or discussions with any Vendor.

In addition to the specific requirements above, each Access Person has the responsibility to use his or her best judgment to assess objectively whether there might be even the appearance of a conflict of interest or acting for reasons of personal gain (or the inappropriate gain of Federated to the detriment of a Fund, an issuer or its affiliates or a Vendor). If you have questions regarding disclosure of personal interests and conflicts of interest, contact the Compliance Department or Federated’s General Counsel).

NOTE : Refer also to the “Conflicts of Interest” and “Personal Financial Interests; Outside Business Interests” requirements in Federated’s Code of Business Conduct and Ethics.

 

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6 Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions

Access Persons are in a position of trust and must exercise great care to preserve their independence. As a general rule, no Access Person should ever receive, solicit, make or offer an inappropriate payment or anything of value in exchange for a decision involving Federated’s, a Fund’s or a Vendor’s business. Decisions must be made in an unbiased manner. Bribery, kickbacks and other improper payments have no place in Federated’s business.

Without limiting the foregoing general principles:

 

  (a) Every Access Person is prohibited from giving, either individually or in the aggregate with all other Access Persons, or receiving any gift, favor, preferential treatment, valuable consideration, or other thing of more than a de minimis value in any year to or from any Fund, or other person or entity, from, to or through whom Fund purchases or sells Securities, or an issuer of Securities or its affiliates or a Vendor. For purposes of this Code, “de minimis value” is equal to $100 in the aggregate in the US; £50 in the aggregate in the UK; and, €100 in the aggregate in Germany or less. This prohibition does not apply to:

 

    (i) salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Access Person’s employment responsibilities for the Access Person’s employer;

 

    (ii) meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions;

 

    (iii) advertising or promotional material of nominal value, such as pens, pencils, note pads, key chains, calendars and similar items;

 

    (iv) the acceptance of gifts, meals, refreshments, or entertainment of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job or recognized holiday; or

 

    (v) the acceptance of awards, from an employer to an employee, for recognition of service and accomplishment.

Note : Access Persons must be aware that in certain instances, gifts and/or various forms of entertainment may be subject to lower limitations or be prohibited entirely to certain individuals, including government officials, and it remains the obligation of the Access Person to verify actual limits or prohibitions with the Compliance Department, (which may further require discussion with the Legal Department) prior to making a gift or engaging in such other activities. Such activities may be limited or prohibited by federal, state, local or foreign laws.

Investment Personnel should also refer to the Investment Management Gift and Entertainment Policy and Procedures.

 

  (b)

Every Access Person is prohibited from (i) making political or charitable contributions solely for the purpose of obtaining or retaining assets from, or advisory contracts or other business relationships with, federal, state, local or

 

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  foreign governments or governmental agencies, or political subdivisions of any of them, or charitable organizations; and (ii) considering an Adviser’s or Federated’s current or anticipated business relationships as a factor in soliciting political or charitable donations.

NOTE : Any Access Person who is a director, officer or employee of Federated should also refer to the “Payments and Gifts” requirements in Federated’s Code of Business Conduct and Ethics. Any Access Persons who are subject to the Broker-Dealer Written Supervisory Policies and Procedures also should consult those procedures for additional guidance on the receipt of gifts and gratuities. If you have questions regarding the receipt of gifts or political and charitable contributions, contact the Compliance Department or Federated’s General Counsel.

 

7 Review, Reporting, Education and Sanctions

 

  7.1 Management Review of Investment Personnel’s Trading Activity

The President of the Advisory Companies, the Chief Investment Officers, the Head of Trading and such additional managers as the President of the Advisory Companies may designate will receive monthly reports of investment-related activity by Investment Personnel, such as preclearance requests, executed transactions and any other activity. Personal investment data will be reviewed to determine whether the transactions conflict with any Fund activity and whether the transactions appear appropriate and consistent with the position and responsibility of the Investment Person.

 

  7.2 Compliance Review of Reports and Trading Activity, and this Code of Ethics

Federated’s Compliance Department will review all initial holdings reports, confirmations, quarterly transaction reports, annual holdings reports and other reports and information required to be submitted under this Code to identify improper trading activity or patterns of trading, and to otherwise seek to verify compliance with this Code. Without limiting the foregoing, the Compliance Department will review personal trading activity and trading records to identify possible violations, including:

 

  (a) Delay in reporting individual investments or investment accounts;

 

  (b) Failure to report individual investments or investment accounts;

 

  (c) Filing false or incomplete reports;

 

  (d) Failure to preclear individual trades;

 

  (e) Executing trades that violate provisions of this Code; and

 

  (f) Failure to comply with the receipt of gifts provision.

In addition, the review may also include (as applicable, and in the Compliance Department’s discretion): (i) a comparison of personal trading to applicable restricted lists; (ii) an assessment of whether an Access Person is trading for his or her own account in the same Securities he or she is trading for Funds (and, if so, whether the Funds are receiving terms as favorable as the Access Person takes for himself or

 

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herself); (iii) an assessment of Access Person trading patterns for indications of abuse (including, without limitation, “market timing”); (iv) an analysis of any substantial disparities between the quality of performance an Access Person receives for his or her own account and that he or she receives for Funds; and (iv) an analysis of any substantial disparities between the percentage of personal trades that are profitable and the percentage that are profitable when he or she places trades for Funds.

Federated’s Compliance Department also will review this Code, and the implementation, effectiveness and enforcement of this Code, at least once annually or more frequently in response to material changes in legal requirements or business practices, as contemplated by Federated’s written compliance program.

 

  7.3 Self-discovery and Reporting

 

  (a) Each Access Person is required to report violations or suspected violations by any party of this Code promptly to the Compliance Department. If the person within the Compliance Department that receives the report is not the Chief Compliance Officer, that person must report all violations reported to the Chief Compliance Officer.

 

  (b) Immediate disclosure by an Access Person to the Compliance Department of a self-discovered violation and correction of that violation (including, without limitation, the immediate disgorging of any gain) will generally be treated as a violation to be recorded, but not as a material violation, if the Access Person has not benefited by the transaction and the Compliance Department determines that the violation was not intentional.

 

  (c) It is Federated’s policy that retaliation against Access Persons who report actual or suspected violations of this Code is prohibited. Any actual or attempted retaliation will be treated as a separate violation of this Code, which will be subject to sanction in accordance with Section 7.5 below (including, without limitation, termination).

NOTE : Any Access Person who is a director, officer or employee of Federated should also refer to the “Reporting of any Illegal or Unethical Behavior” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning reporting violations, contact the Compliance Department or Federated’s General Counsel.

 

  7.4 Education

From time to time the Compliance Department will schedule training sessions or may otherwise distribute educational materials regarding this Code. Access Persons are required to participate in all training sessions offered. Access Persons will be required to provide a written acknowledgment that the Access Person received, read and understood the Code and its administration.

 

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  7.5 Sanctions

Upon determining that a violation of this Code or its Associated Procedures has occurred, the Chief Compliance Officer may take such actions or impose such sanctions, if any, as may be deemed appropriate, including, without limitation:

 

  (a) Issue a letter of censure;

 

  (b) Assess a fine, either nominal or substantial;

 

  (c) Require the unwinding of trades;

 

  (d) Require the disgorging of profits;

 

  (e) Disallow discretionary accounts or required preclearance of discretionary account trades;

 

  (f) Prohibit or place further restrictions on personal trading or other activities;

 

  (g) Recommend suspension;

 

  (h) Recommend a reassignment of duties or job functions; or

 

  (i) Recommend that the employment of the violator be terminated.

 

  7.6 Factors for Consideration

Sanctions listed above may be assessed individually or in combination. Prior violations of the Access Person and the degree of responsibility exercised by the Access Person will be taken into consideration in the assessment of sanctions.

In instances where a member of the Access Person’s household commits the violation, any sanction will be imposed on the Access Person.

If extraordinary or unforeseen circumstances exist, an appeal may be directed to the Compliance Department. Appeals are solely within the discretion of the Chief Compliance Officer. The Chief Compliance Officer shall further have full discretion and authority to make special provision under and/or interpret or apply provisions of this Code.

 

  7.7 Reporting of Violations

 

  (a) Violations of Investment Personnel and proposed sanctions will be reported to the responsible Chief Investment Officer and/or Manager. Violations of other Access Persons, and proposed sanctions, will be reported to the responsible Senior Manager. All violations and the proposed sanction will be reported to Senior Management and the Board of Directors of the Federated Funds quarterly.

 

  (b) Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and to the Board of Directors of the Federated Funds, at least annually.

 

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8 Definitions

 

  8.1 1933 Act

The “1933 Act” means the Securities Act of 1933, as amended.

 

  8.2 1934 Act

The “1934 Act” means the Securities Exchange Act of 1934, as amended.

 

  8.3 1940 Act

The “1940 Act” means the Investment Company Act of 1940, as amended.

 

  8.4 Access Person

“Access Person” means any person who participates in or who: (i) in connection with his or her duties, obtains or could obtain any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund or (ii) any person who has access to nonpublic information regarding any Fund’s Purchase or Sale of Securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund.

“Access Person” includes, without limitation, a director, trustee, officer, managing general partner, general partner, or Investment Person of a Fund, of the Underwriter, and of the Adviser and other persons designated by the Compliance Department, any trust over which an Access Person is a trustee with investment discretion, influence or control, (either for the benefit of the Access Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with respect to which the Access Person has investment discretion, influence or control.

Activity (including, without limitation, trading activity) by an Access Person’s household members will generally be attributed to the Access Person. (If emancipated adult children or other independent parties also reside in the household, the Access Person must either declare that the Access Person has no discretion, influence or control over the investment decisions of such other party or the Access Person must report the party as an Access Person.)

 

  8.5 Adviser

“Adviser” means any subsidiary of Federated registered as an investment adviser with the SEC.

 

  8.6 Advisers Act

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

 

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  8.7 Associated Procedures

“Associated Procedures” means those procedures and/or statements that have been adopted by the Underwriter, the Adviser, a Fund or the Compliance Department, and which are designed to supplement this Code and its provisions.

 

  8.8 Automatic Investment Plan

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An “Automatic Investment Plan” includes, without limitation, a dividend reimbursement plan.

 

  8.9 Beneficial Ownership

“Beneficial Ownership” will be attributed to an Access Person in all instances where the Access Person directly or indirectly (i) possesses the ability to purchase or sell the Covered Securities (or the ability to direct the disposition of the Covered Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Covered Securities; or (iii) receives any benefits substantially equivalent to those of ownership. It is the intent of Federated that “Beneficial Ownership” be interpreted in the same manner as it would be under 17 C.F.R. § 240.16a-1(a)(2) in determining whether a person has Beneficial Ownership of a Security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

 

  8.10 Board

The “Board” means, with respect to a fund, the board of directors or trustees or any other group serving a similar function that has adopted this Code on behalf of the fund.

 

  8.11 Code

“Code” means this Code of Ethics and any Associated Procedures.

 

  8.12 Compliance Committee

“Compliance Committee” means the committee referenced under the Federated Code of Business Conduct and Ethics, consisting of, among others, the Chief Compliance Officer, the General Counsel, the Chief Audit Executive and the Chief Risk Officer.

 

  8.13 Compliance Department

The “Compliance Department” means the Chief Compliance Officer of Federated and those other individuals designated by him or her as responsible for implementing this Code and the Associated Procedures.

 

  8.14 Control

“Control” has the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

 

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  8.15 Covered Security

“Covered Security” means any Security, or interest in a Security held in any form, not expressly excluded by provisions of this Code, including, without limitation: equity and debt Securities; derivative Securities, including, without limitation, options on and warrants to purchase equity or debt Securities; shares of closed-end investment companies; investments in unit investment trusts; and any related instruments and Securities. “Covered Security” also means shares of any Reportable Funds and any 529 Plan or annuity employing such funds, unless specifically excluded in the paragraph below. Also included are futures, swaps and other derivative contracts.

“Covered Security” does not include: (1) direct obligations of the Government of the United States or U. S. Government Agencies (regardless of their maturities); (2) bankers’ acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments, including repurchase agreements; (3) shares of 1940 Act registered investment companies that are designated as money market funds; (4) shares issued by 1940 Act registered open-end investment companies (other than Reportable Funds) in a direct account with a mutual fund, or 529 Plan or annuity offeror when that account may only hold registered open-end investment company Securities; or (5) shares issued by unit investment trusts (or “UITs”) that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

 

  8.16 Federal Securities Laws

“Federal Securities Laws” means (a) the 1933 Act, (b) the 1934 Act, (c) the Sarbanes-Oxley Act of 2002, (d) the 1940 Act, (e) the Advisers Act, (f) Title V of the Gramm-Leach Bliley Act, (g) any rules of the SEC promulgated under any of the statutes identified in (a) through (f) above, (h) the Bank Secrecy Act as it applies to registered mutual funds and investment advisers, and (i) any rules adopted under the Bank Secrecy Act by the SEC or the Department of Treasury.

 

  8.17 Federated

“Federated” means Federated Investors, Inc. and any of its subsidiaries as the context may require.

 

  8.18 Fund

“Fund” means (i) each investment company registered under the 1940 Act (and any series or portfolios of such company) for which an Adviser serves as an investment adviser (as defined in § 2(a)(20) of the 1940 Act or an Underwriter serves as a principal underwriter (as defined in §§ 2(a)(29) and (40) of the 1940 Act) and (ii) any other investment account or portfolio over which an Adviser exercises investment discretion (whether pursuant to a direct advisory agreement, through a managed account or “wrap fee” program, or otherwise), and (iii) any investment adviser, broker, dealer, bank, or other financial institution to which Federated provides non-discretionary investment advisory services.

 

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  8.19 Independent Director

“Independent Director” means a member of the Federated Funds’ Board who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

 

  8.20 Influence

Influence means taking an action that is reasonably expected to materially modify the independent investment decision-making of a person who controls or otherwise has investment discretion with respect to an account (whether by imposing a restraint on such decision-making ability or directing a decision).

 

  8.21 Initial Public Offering

“Initial Public Offering” means an offering of Securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

 

  8.22 Investment Person; Investment Personnel

“Investment Person” or “Investment Personnel” means (a) Access Persons with direct responsibility and authority to make investment decisions affecting the Fund (such as portfolio managers and Chief Investment Officers) and individuals who provide information and advice to such portfolio managers (such as Securities analysts); and (b) those who assist in executing investment decisions for the Fund (such as traders) and their related staff members.

“Investment Person” or “Investment Personnel” further means any trust over which an Investment Person is a trustee with investment discretion, influence or control, (either for the benefit of the Investment Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) in which an Investment Person holds a Controlling interest and with respect to which he or she has investment influence or control, and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with respect to which the Access Person has investment discretion, influence or control. Investment Person is intended to include and includes persons deemed to be Supervised Persons pursuant to Rule 204A-1 under the Investments Advisers Act of 1940, as further defined hereunder.

Activity (including, without limitation, trading activity) by an Investment Person’s household members will generally be attributed to the Investment Person. (If emancipated adult children or other independent parties also reside in the household, the Investment Person must either declare that the Investment Person has no discretion, influence or control over the investment decisions of such other party or the Investment Person must report the party as an Investment Person.)

 

  8.23 Private Placement

“Private Placement” (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

 

29


  8.24 Purchase or Sale

“Purchase or Sale” of a Security or Covered Security includes, among other things, the writing of an option, future or other derivative contract to purchase or sell a Security or Covered Security.

 

  8.25 Reportable Fund

“Reportable Fund” means any 1940-Act registered open end investment company for which an Adviser serves as investment adviser as defined in Section 2(a)(2) of the 1940 Act, or any 1940-Act registered investment company whose investment adviser or principal underwriter Controls an Adviser, is Controlled by an Adviser or is under common Control with an Adviser.

 

  8.26 SEC

The “SEC” means the Securities and Exchange Commission of the United States, and any successor thereto.

 

  8.27 Security

“Security” or “Securities” means any security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act.

 

  8.28 Supervised Person

“Supervised Person” means directors, officers and partners of an Adviser (or other persons occupying a similar status or performing similar functions), employees of an Adviser, and any other person who provides advice on behalf of an Adviser and is subject to the Adviser’s supervision and control.

 

  8.29 Underwriter

“Underwriter” means any subsidiary of Federated registered as a broker/dealer with the SEC.

 

  8.30 Vendor

“Vendor” means any borrower, lender, tenant, landlord, supplier, service provider (including, without limitation, a service provider to a mutual fund) or other vendor of Federated (including, without limitation, any Adviser or any other affiliate), any managed account or “wrap fee” program sponsor or turn key platform provider, or any other third party that has or is seeking a relationship with Federated (including, without limitation, any Adviser or other affiliate).

 

30


Approved by:  

/s/ John B. Fisher

    Date:   10/08/15
  President of the Advisory Companies      
Approved by:  

/s/ Stephen Van Meter

    Date:   10/09/15
  Compliance      

 

31


Addendum

ACCESS PERSONS PROCEDURES

 

1 Preclearance Approval Using TradeComply

 

  (a) All Access Persons who wish to effect a personal Securities transaction, whether a purchase, sale, or other disposition, must preclear the Covered Security in TradeComply prior to engaging in the transaction. Private Placement securities must be precleared directly through the Compliance Department.

 

  (b) When trading options, the Access Person must preclear the option and the underlying Security before entering into the option contract.

 

  (c) Based on established criteria, TradeComply determines whether the contemplated transaction should be permitted. The primary criterion applied is whether the Covered Security is on the Federated Equity Restricted List or Open Order lists, or whether the Covered Security was traded by any of the Federated advised Funds (fund trade information is updated nightly in TradeComply).

 

  (d) Approval is either granted or denied immediately in TradeComply.

 

  (e) If approval is denied, the contemplated personal transaction in that Covered Security is prohibited until prior approval is subsequently granted upon request in TradeComply.

 

  (f) If approval is granted, the Access Person is free to effect the personal transaction in that Covered Security until the end of the next trading day only (subject to revocation as contemplated in Section 3.2 of this Code). In this regard, open orders extending beyond the next trading day (good till cancel) must be resubmitted for approval in TradeComply to comply with this Code.

 

  (g) All trade requests and their dispositions are maintained in TradeComply and reviewed by the Compliance Department in conjunction with other information provided by Access Persons in accordance with this Code.

 

  (h) The Compliance Department reviews all potential violations identified by TradeComply after Fund trades and personal trades have been compared and determines the appropriate action to be taken to resolve each identified violation.

 

2 Federated Funds Compliance Review

Access Persons must provide all relevant information concerning investments in Federated funds held in accounts with financial institutions or intermediaries (banks, broker-dealers, etc.) to the Compliance Department in the same manner and subject to the same timing requirements as individual Securities.

 

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3 Non-U.S. Based Federated Access Persons

 

  (a) Access Persons who are not located in the U.S. must request preclearance approval from the Compliance Department via email. Access Persons must provide specific trade details including the issuer name, anticipated date of transaction, full name of Security (i.e., title), description (i.e., type), CUSIP or SEDOL number or exchange ticker symbol, number of shares and principal amount, interest rate and maturity date (if applicable) and the type of transaction (purchase or sale). The Compliance Department requests preclearance for the transaction through TradeComply during normal business hours on the day the request is received. The Compliance Department notifies the Access Person via email of the results of the preclearance request.

If the trade request is approved, the Access Person must execute the trade no later than the close of business on the business day following the date of the request (subject to revocation as contemplated in Section 3.2 of this Code).

 

4 Non-Federated Access Persons

 

  (a) Transaction and holdings information of non-Federated officers of Federated and/or proprietary funds shall be reviewed on a quarterly basis to determine whether any patterns of conflict are exhibited with any Funds for which Federated has access to Fund transaction information, and

 

  (b) Data relating to the trades of all personnel designated as Access Persons of a Fund for which Federated does not have access to Fund transaction information will be submitted to Compliance Department or other appropriate personnel of the Fund’s adviser for review on a quarterly basis.

 

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COMPLIANCE DEPARTMENT PROCEDURES

 

1 Preclearance
  (a) Documentation of valid preclearance approval, including a statement that the Access Person was not aware of any consideration of a Security by research analysts or Fund portfolio managers for a recommendation, an actual Fund trade or an anticipated transaction, shall be conclusive for purposes of reviewing a personal transaction, unless additional facts or a preponderance of circumstances suggest otherwise. This conclusive presumption does not apply to research analysts covering or recommending a Covered Security involved in a Fund trade or portfolio managers of a Fund making a trade in that Security.

 

  (b) Before approving a preclearance request for a Private Placement, submitted by an Access Person, the Compliance Department shall inquire of the appropriate portfolio manager(s) and head trader(s) as to whether an order is pending or expected to be entered for the same Security. In cases where an Investment Person has submitted the request for preclearance, the Compliance Department shall also notify the Chief Investment Officer to whom the Investment Person reports. The Compliance Department will notify the Access Person as to whether or not the investment has been precleared.

 

2 Initial Reporting Process

 

  (a) A member of the Compliance Department meets with each new Access Person and reviews this Code, the Insider Trading Policy and the procedures for preclearing personal Securities transactions through TradeComply.

 

  (b) The Access Person is required to complete the “Certification and Acknowledgment Form” to acknowledge his/her understanding of this Code and return it to the designated Compliance Assistant within ten (10) calendar days.

 

  (c) In addition, the Access Person is required to complete the “Personal Security Portfolio Forms” which includes information detailed in Section 2.1 of the Code, and:

NOTE : Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.

 

  (d) Separate forms must be completed for the Access Person and all household members as defined in Section 8.4 of this Code. The signed form(s) must be returned to the Compliance Department within ten (10) calendar days.

 

  (e) A member of the Compliance Department inputs current portfolio holdings information into TradeComply as “initial” holdings.

 

  (f)

The Compliance Department notifies each broker, dealer, bank or other financial institution that duplicate confirmations and statements for the Access Person and household members, if applicable, must be sent to the Chief Compliance Officer,

 

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  effective immediately. The Compliance Department also will obtain reports on accounts held directly with Federated’s Transfer Agent and 401k Plan Administrator.

 

3 Quarterly Reporting Process

 

  (a) On the first business day after each calendar quarter end, the Compliance Assistant sends an e-mail to each Access Person giving step-by-step instructions on how to complete the quarterly reporting requirements using TradeComply.

 

  (b) By the date specified by the Compliance Department (but no later than thirty (30) calendar days of the quarter end), the Access Person is required to:

 

  (i) review for accuracy all Covered Security transactions recorded during the previous calendar quarter in all personal and household member accounts;

 

  (ii) review all open account information, including names of broker-dealers, banks and other financial institutions, addresses and account numbers;

 

  (iii) notify the Compliance Department of any new accounts established with broker-dealers, banks or other financial institutions during the quarter and the date the account was established;

 

  (iv) resolve any discrepancies with the Compliance Department;

 

  (v) record an electronic signature and date on TradeComply.

Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.

The information required shall include the information detailed in Section 2.2 of the Code.

An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated so long as such trade confirmations or account statements are received by the Compliance Department by the date specified by the Compliance Department (but in no later than 25 days after the end of the applicable calendar quarter).

 

  (c) Chief Compliance Officer Brian P. Bouda reviews potential violations of the Code by any Access Person periodically during the calendar quarter.

 

  (d) The Compliance Department issues memos to each Access Person involved if any personal transactions executed during the quarter appear to be violations of this Code.

 

  (e) Based on the facts and the Access Person’s response to the memo, the Chief Compliance Officer may impose or recommend any of the sanctions identified in Section 7 of this Code.

 

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4 Annual Reporting Process

 

  (a) At least annually, the Compliance Department requires that each Access Person read this Code and certify and acknowledge his/her understanding of this Code and its requirements.

 

  (b) In addition to the quarterly reporting requirements, on an annual basis, the Compliance Department requires each Access Person to confirm and certify that the records of all Covered Securities holdings in Trade Comply are complete and accurate.

This re-certification is required to be completed by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department. The Compliance Department monitors compliance with this requirement through the electronic signatures on TradeComply.

 

5 Reportable Funds Transactions

On a quarterly basis, the Compliance Department will request and review a report of Federated Fund Securities transactions by Access Persons and Investment Personnel from both the Federated Transfer Agent and the 401k Plan Administrator and from other accounts reported by Access Persons and Investment Personnel. After reviewing these transactions, the Compliance Department will discuss any issues identified with the Access Person and management and take appropriate action, as provided by the Code.

 

6 Blackout Periods – Fund Trades

A transaction in a Covered Security by a Fund shall trigger a blackout period as specified above for Access Persons and Investment Persons, (other than the Portfolio Managers, Traders and Research Analysts serving a Fund in which such purchase or sale occurs), only if the aggregate of open orders and executed purchases and sales in the security within the Federated complex is equal to or exceeds a specified threshold on each trading day. That threshold shall be defined by asset type, as follows:

 

Covered Security

  

Threshold equal to or greater than:

Equity

   1% of the average daily volume measured over the preceding 20 trading days.

Fixed Income

  

Investment Grade

  

Corporate Obligation

   $250,000

State or Foreign Obligation

   $250,000

Municipal Obligation

   $250,000

 

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High Yield

  

Corporate Obligation

   $100,000

State or Foreign Obligation

   $100,000

Municipal Obligation

   $100,000

An open order or executed trade in any equity Covered Security for which an average daily volume cannot be determined shall trigger a blackout period. Any trades in any fixed income Covered Security not specified above shall trigger a blackout period.

 

7 Reporting to the Board of Directors

 

  (a) Each quarter, the Compliance Department will provide reports of any violations of this Code to Senior Management and the Board of Directors of the Federated Funds. Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and, to the Board Directors of the Federated Funds, at least annually.

 

  (b) The Compliance Department will also report any difficulties in administration of this Code and any trends or patterns of personal Securities trading which are deemed by the Compliance Department to be violations of this Code.

 

  (c) The Compliance Department provides the Board with the job title of the Access Person; the type of violation; the details of the transaction(s); and the types of sanctions imposed, if any.

 

  (d) At least annually, the Compliance Department shall certify that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

 

8 Record Keeping Requirements

The Compliance Department maintains the following books and records in TradeComply for a period equal to (a) no less than six (6) calendar years or (b) any longer period that may be required under applicable law:

 

  (a) a copy of this Code (current and for the past five years)

 

  (b) a record of any violation of this Code and any action taken as a result of the violation;

 

  (c) a record of all written acknowledgments of access persons (current and for the past five years).

 

  (d) a record of each report made by an Access Person, including initial, quarterly and annual reporting (and including any information on a broker trade confirmation or account statement that was submitted in lieu of such reports);

 

  (e) a record of all Access Persons (current and for the past five years);

 

  (f) a record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities by Access Persons in an Initial Public Offering (IPO) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) or Private Placement;

 

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  (g) a record of persons responsible for reviewing reports; and

 

  (h) a copy of any supporting documentation used in making decisions regarding action taken by the Compliance Department with respect to personal Securities trading.

Such records will be kept in such locations, and for such periods, as required under the Advisers Act and the 1940 Act.

 

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LOGO

October 1, 2015            


General Principles

     1   

Personal Investment Transactions

     2   

Overview

     2   

Personal Investment Restrictions

     3   

Who Must Comply: Access Person/Covered Person

     3   

Covered Transactions/Covered Accounts

     3   

Policy Governing Covered Transactions

     4   

Pre-clearance Process

     5   

Prohibited Transactions

     6   

Additional Restrictions for Certain Investment Professionals

     7   

Exceptions: Exempt Securities and Exempt Transactions

     9   

Exemptive Relief

     14   

Personal Investment Reporting

     14   

Reporting on Opening, Changing or Closing a Covered Account

     15   

Required Certifications

     16   

Policy Statement on Insider Trading

     17   

TCW Policy on Insider Trading

     17   

Trading Prohibition

     17   

Communication Prohibition

     18   

What Is Material Information?

     18   

What Is Non-Public Information?

     19   

Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases

     19   

Board of Directors’ Seats or Observation Rights

     19   

Deal-Specific Information

     20   

Participation in Rapid Fire Capital Infusions

     22   

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

     22   

Creditors’ Committees

     23   

Information about TCW Products

     23   

Contacts with Public Companies

     24   

What Is The Effect Of Receiving Inside Information?

     24   

Does TCW Monitor Trading Activities?

     25   

Penalties and Enforcement by SEC and Private Litigants

     25   

 

 

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i


What You Should Do If You Have Questions About Inside Information?

     26   

Ethical Wall Procedures

     27   

Identification of the Walled-In Individual or Group

     27   

Isolation of Information

     27   

Restrictions on Communications

     27   

Restrictions on Access to Information

     28   

Trading Activities by Persons within the Wall

     28   

Termination of Ethical Wall Procedures

     28   

Certain Operational Procedures

     29   

Maintenance of Restricted List

     29   

Exemptions

     29   

Anti-Corruption Policy

     31   

Statement of Purpose

     31   

Scope

     31   

Prohibited Conduct

     31   

Permitted Conduct

     32   

Gifts

     32   

Entertainment or Similar Expenditures

     33   

Gifts, Entertainment, Payments & Preferential Treatment

     33   

Gifts Provided By the Firm/Firm Personnel

     34   

Entertainment and Hospitality Provided by the Firm/Firm Personnel

     36   

Gifts and Entertainment Received by Firm Personnel

     36   

Political Contributions

     38   

Facilitating Payments are Prohibited

     38   

Health or Safety Exception

     39   

Third Party Representatives

     39   

Red Flag Reporting

     40   

Mandatory Reporting

     41   

Non-Retaliation

     41   

Books and Records

     41   

Outside Business Activities

     42   

Outside Employment, Service as Director and Fiduciary Appointments

     42   

Service as Director

     43   

Fiduciary Appointments

     43   

 

 

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ii


Compensation, Consulting Fees and Honorariums

     44   

Serving As Treasurer of Clubs, Houses of Worship, Lodges

     44   

Obtaining Approval

     44   

Political Activities & Contributions

     44   

Introduction

     44   

General Rules

     45   

Rules Governing Firm Contributions and Activities

     45   

Federal Elections

     45   

Contributions to State and Local Candidates and Committees

     46   

Exemptive Relief

     46   

Political Activities on Firm Premises and Using Firm Resources

     47   

Federal, State, and Local Elections

     47   

Rules for Individuals

     48   

Responsibility for Personal Contribution Limits

     48   

Pre-Approval of all Political Contributions and Volunteer Activity

     48   

New Hires, Transfers and Promotions to Covered Associate Position

     48   

Confidentiality

     50   

Participation in Public Affairs

     50   

Fundraising and Soliciting Political Contributions

     50   

Special State Rules

     51   

Other Employee Conduct

     52   

Personal Loans

     52   

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

     52   

Disclosure of a Direct or Indirect Interest in a Transaction

     53   

Corporate Property or Services

     53   

Use of TCW Stationery

     53   

Giving Advice to Clients

     53   

 

 

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iii


Confidentiality

     54   

Sanctions

     55   

Reporting Illegal or Suspicious Activity – “Whistleblower Policy”

     56   

Policy

     56   

Procedure

     56   

Glossary

     58   

Appendix A

     63   

 

 

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iv


General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code , the “ Firm ” or “ TCW ” refers to The TCW Group, Inc., TCW Advisors , and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm’s clients. In consideration of this you must:

 

    Protect the interests of the Firm’s clients before looking after your own.

 

    If you know that an investment team is considering a transaction in a security, don’t trade that security.

 

    Never use opportunities provided for the Firm’s clients by brokers or others for your personal benefit.

 

    Avoid actual or apparent conflicts of interest in conducting your personal investing.

 

    Never trade on the basis of client information, or otherwise use client information for personal benefit.

 

    Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships.

 

    Comply with all applicable securities laws and Firm policies, including this Code .

 

    Communicate with clients or prospective clients candidly.

 

    Exercise independent judgment when making investment decisions.

 

    Treat all clients fairly.

When in doubt, call the General Counsel , the Chief Compliance Officer , or any member of the Compliance or Legal Department before taking action. We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action . As an Access Person, you are responsible for safeguarding the reputation of TCW .

Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.

 

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Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm . The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com .

 

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Personal Investment Restrictions

Who Must Comply: Access Person/Covered Person

Generally, each employee, officer or management director of the Firm is an Access Person .

A consultant, temporary employee or other individual may be designated as an Access Person , depending on factors including that person’s duties and access to information.

For each Access Person , the members of their “ Immediate Family ” (including spouse, relative or significant other residing with the Access Person ) is a “ Covered Person .”

All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person’s work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. Where necessary the Person will be notified by his/her supervisor, or such other appropriate officer(s), that trading restrictions may be implemented.

Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy or to have them attend a Code orientation.

Covered Transactions/Covered Accounts

This policy covers investment activities (“ Covered Transactions ”) (i) by any Access Person or Covered Person, and (ii) in any account in which any Access Person has a “ beneficial interest ”. Any account through which a Covered Transaction is made is a “ Covered Account .”

An Access Person has a “beneficial interest” in an account if that Access Person:

 

    has benefits substantially equivalent to owning the Securities or the account,

 

    can obtain ownership of the Securities in the account within 60 days, or

 

    can vote or dispose of the Securities in the account.

Examples include a relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

 

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Violations of this policy by your Immediate Family members or by any persons in an account in which you have a beneficial interest will be treated as violations by you.

Policy Governing Covered Transactions

Generally, all trading by Covered Persons requires pre-clearance. Exempt transactions and exempt securities are listed below.

 

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Pre-clearance Process

Outside Fiduciary Accounts require special procedures. Contact the Administrator of the Code of Ethics.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com. The instructions for filing a PAT Form and Private Placement Form are available on myTCW.

Requests submitted before 12:00 noon Los Angeles time (3:00 pm New York Time) are usually processed same-day. Pre-clearance expires on 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after it is received. Generally, you must either obtain a new pre-clearance or cancel any unexecuted portion of the transaction that is not completed before your pre-clearance expires. Limit orders must be structured to comply with the pre-clearance time limits, or such other period specifically approved by Legal or Compliance. Please contact the Administrator of the Code of Ethics if a different period is requested. Any approval of a period other than the standard pre-clearance time limit is subject to Compliance’s ability to cancel the approval (regardless of execution) at any time.

 

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Prohibited Transactions

Pre-clearance is required for most investment activities, but the following activities are prohibited, and pre-clearance will generally not be available. Except as otherwise noted, these trading restrictions do not apply to Outside Fiduciary Accounts .

 

Prohibited Transaction

  

Exceptions/Limitations

  

Consequences/Comments

Transacting in a Security that the Firm is trading for its clients    Exception: Permitted once the Firm ’s trading is completed or cancelled    Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.
Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients      
Uncovered short sale      
Writing an uncovered option      
Acquiring any Security in an IPO    Exception: Permitted if the Security is an Exempt Security . See chart below.   
Acquiring an interest in a 3 rd party registered investment company advised or sub-advised by the Firm       Comment: see Prohibited Third-Party Registered Investment Companies for a list.

 

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Additional Restrictions for Certain Investment Professionals

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.

 

Prohibited Transaction

  

Applies to

  

Consequences/Comments

Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days by any of the following Access Persons described under “Applies to” who provide services for registered investment companies   

•       Portfolio Managers

 

•       Securities Analysts and Researchers

 

•       Securities Traders who provide information or advice to a portfolio manager

 

•       members of Investment Control

  

Transactions will be matched using a LIFO system.

 

All profits of prohibited trades are subject to disgorgement

 

Exceptions:

 

•       Exempt Securities

 

•        ETF ’s pre-approved through StarCompliance

Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client, in any

 

•       Covered Account, or

 

•       Outside Fiduciary Account

  

•       Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the Security is transacted.

 

•       Members of Investment Control

  

•       All prohibited transactions must be reversed; and

 

•       all profits are subject to disgorgement.

Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client, in any

 

•       Covered Account, or

 

•       Outside Fiduciary Account

  

•       Prohibited for portfolio managers and any other investment professional in their product group, including traders, Researchers or Analysts, for the client account in which the security is transacted.

 

•       Members of Investment Control.

  

•       All prohibited transactions must be reversed; and

 

•       all profits are subject to disgorgement.

 

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Purchasing or selling any Security in the 5 business days AFTER a TCW-advised or sub-advised registered investment company buys or sells the Security , in any

 

•       Covered Account, or

 

•       Outside Fiduciary Account

  

•       Prohibited for a portfolio manager and any other investment professional in their product group, including traders, Researchers or Analysts, managing funds for the registered investment company

 

•       Members of Investment Control

  

•       All prohibited transactions must be reversed; and

 

•       all profits are subject to disgorgement.

Purchasing or selling any Security in a manner inconsistent with any recommendation made by that research analyst less than 30 days prior to the proposed purchase or sale   

•       Prohibited for any Analyst or Researcher

  

•       All prohibited transactions must be reversed; and

 

•       all profits are subject to disgorgement.

Recommending any Security for purchase by the Firm , including writing a research report advocating for the purchase of a Security , where such individual also holds such Security in a Covered Account.   

•       Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report.

  

•       All prohibited transactions must be reversed; and

 

•       all profits are subject to disgorgement.

 

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Exceptions: Exempt Securities and Exempt Transactions

Pre-clearance is generally not required for Exempt Transactions , or transactions in Exempt Securities . The following tables identify Exempt Securities and Exempt Transactions , and summarizes any pre-clearance and reporting requirements that do apply.

 

Types of Exempt Securities

  

Pre-clearance Required?

  

Reporting Required?

  

Limitations/Comments

U.S. Government Securities (including agency obligations)    No    No   
Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof    No    No   
Bank certificates of deposit or time deposits    No    No   
Bankers’ Acceptances.    No    No   
Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes, repurchase agreements, and municipal bonds.    No    No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.    Ask the appropriate product attorney in the Legal Department for clarification if any questions.

 

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Shares in money market

mutual funds or a fund that appears on the exempt list.

   No    No   
Shares in open-end investment companies not advised or sub-advised by the Firm.    No    No    See Prohibited Third-Party Registered Investment Companies
Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm.    No    No   
Stock index futures, futures on U.S. Government Securities, Eurodollar futures contracts, and non-financial commodities    No    No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.   
        
Municipal bonds traded in the market    No    No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.    No
Trades in Non-Discretionary Accounts which you, your spouse, your domestic partner, or your significant other established.    No    Opening of the account must be reported, with evidence that it is non-discretionary. No reporting of trades required.   

 

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Securities purchased or sold through an Auto-Trade    No    No additional reporting if transacted through a linked account with a Linked Broker, or broker supplying copies of statements.   
Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.    No    No additional reporting if purchased through a Linked Account with a Linked Broker, or broker supplying copies of statements.   
        
Interests in Firm -sponsored limited partnerships or other Firm -sponsored private placements .    No    Yes   
Securities acquired in connection with the exercise of an option.    No, unless cash is received in connection with exercise of the option    Yes, securities received must be reported.   

 

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Stock options issued by Société Générale S.A. to TCW employees    No    No additional reporting if transacted through a linked account with a Linked Broker, or a broker supplying copies of statements.   
Rule 10b5-1 Plans    Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.    Yes   
Direct Purchase Plans    Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.    Yes   

 

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Exempt Transactions

  

Pre-clearance Required?

  

Reporting Required?

  

Limitations/Comments

Transfers of interests in Firm -sponsored Private Placements that are    No    No   

•       Estate planning transfers

 

•       Court-ordered transfers

        
Purchases or sales of a MetWest or TCW Fund in a Firm Account    No    No    Compliance with frequent trading rules required
Purchases or sales of a MetWest or TCW Fund in a non- Firm Account    No    No    Compliance with frequent trading rules required

Transacting in Securities if the Firm acts as an adviser or distributor for the investment, offered in:

 

•       A hedge fund;

 

•       Private Placement; or

 

•       Other Limited Offerings

   No    Yes   
        

 

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Exemptive Relief

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics. The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers . The Approving Officers shall meet or otherwise exchange views (by email or otherwise) on an ad hoc basis upon written request by an Access Person that states the basis for any requested approval or exemption. The Approving Officers may, under appropriate circumstances, approve requests for an individual, a group or a class. The Approving Officers have no obligation to grant any requested approval or exemption.

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.

Personal Investment Reporting

TCW receives automated feeds from many major brokers (“ Linked Brokers ”). If your broker is not a Linked Broker , you must ensure that TCW receives duplicate broker statements. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker .

All reports are filed online through the internet at http://tcw.starcompliance.com .

If you will not be able to access the Internet to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.

 

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Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts . You must use the StarCompliance, http://tcw.starcompliance.com , system to enter information about each Covered Account:

 

Activity

 

Comments

 

Exceptions

 

  Upon becoming an Access Person   The Administrator of the Code of Ethics can inform you if you broker is a Linked Broker , and set up your account for automated feed. If your broker is not a Linked Broker , the Administrator of the Code of Ethics can assist you with a release letter (“407 letter”) to allow TCW to receive duplicate statements.  

You are not required to report or enter information for:

 

    Upon opening a new Covered Account while you are an Access Person      

 

 

Outside Fiduciary Accounts

 

Accounts that hold only third party mutual funds

           
    Upon closing, or making any change to, a Covered Account while you are an Access Person   Update StarCompliance   N/A

 

    Separate Accounts . You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm .

 

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Required Certifications

These reports are available on http://tcw.starcompliance.com .

 

Certification

 

When Due

 

Additional Requirements

Initial Holdings Report   Within 10 days after becoming an Access Person  

Include all securities except Exempt Securities

 

Include all Covered Accounts . Holdings must be current no earlier than 45 days before you became an Access Person

Quarterly Certificate of Compliance   By each January 10, April 10, July 10 and October 10   Must be filed even if there were no transactions during the period.
Annual Holdings Report   By January 31 of each year   Same as Initial report, except that holdings must be current as of December 31 of the prior year.
Annual Certificate of Compliance   By January 31 of each year  
Report on Outside Activities (Includes Directorships/Officerships/Creditor Committees/Board Observation Rights)   4 th quarter of each year  

 

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Policy Statement on Insider Trading

Members of the Firm occasionally come into possession of material, non-public information or “ inside information ”. Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information .

The SEC rules provide that any purchase or sale of a security while “having awareness” of inside information is illegal regardless of whether the information was a motivating factor in making a trade.

Courts may attribute one employee’s knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term “Ethical Walls”).

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.

TCW Policy on Insider Trading

Trading Prohibition

 

    No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company’s securities) while in possession of material, non-public information about the company (except in limited circumstances discussed below).

 

    This applies in the case of both publicly traded and private companies.

 

    This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the product attorney in the Legal Department, the General Counsel, or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted.

 

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Communication Prohibition

No Access Person may communicate material, non-public information to others who have no official need to know. This is known as “tipping,” which also is a violation of the insider trading laws, even if you as the “tipper” did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

Remember that TCW Funds and TSI are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firm’s policies is illegal.

The prohibition on sharing material, non-public information extends to affiliates such as the Carlyle entities.

What Is Material Information?

Information (whether positive or negative) is material:

 

    When a reasonable investor would consider it important in making an investment decision or

 

    When it could reasonably be expected to have an effect on the price of a company’s securities.

Some examples of Material Information are:

 

    Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes,

 

    Projections, major capital investment plans,

 

    Significant merger, tender offers, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,

 

    New product releases or schedule changes,

 

    Significant accounting changes, credit rating changes, write-offs or charges,

 

    Major technological discoveries, breakthroughs or failures,

 

    Major contract awards or cancellations,

 

    Governmental investigations, major litigation or disposition of litigation, or

 

    Extraordinary management developments or changes.

 

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Because no clear or “bright line” definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to your product attorney, the General Counsel or the Chief Compliance Officer.

What Is Non-Public Information?

Non-public information is information that:

 

    Has not been disseminated broadly to investors in the marketplace;

 

    Has not become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape,” a press release, Bloomberg, release by Standard & Poor’s or Reuters, or publication in the Wall Street Journal or other generally circulated publication.

Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases

Examples of how a person could come into possession of inside information include:

Board of Directors’ Seats or Observation Rights

 

    Most public companies have restrictions on trading by Board members except during trading window periods.

 

    Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Report on Outside Directorships and Officerships that is posted on the myTCW intranet and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.

 

    If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made. See “Outside Activities Service as a Director”.

Portfolio Managers:

 

    Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or

 

    Having an intent to control or work with others to attempt to influence or control a company

 

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should be mindful of:

 

    SEC filing obligations under Section 16 of the Exchange Act

 

    “Short swing profits” restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.

Deal-Specific Information

Employees may receive inside information for legitimate purposes such as:

 

    In the context of a direct investment, secondary transaction or participation in a transaction for a client account

 

    In the context of forming a confidential relationship

 

    Receiving “private” information through on-line services such as Intralinks.

This “deal-specific information” may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:

 

    mezzanine financings,

 

    loan participations, bank debt financings,

 

    venture capital financing,

 

    purchases of distressed securities,

 

    oil and gas investments and

 

    purchases of substantial blocks of stock from insiders.

It should be assumed that inside information is transmitted whenever:

 

    A confidentiality agreement is entered into;

 

    An oral agreement is made or an expectation exists that you will maintain the information as confidential; or

 

    There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship.

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

 

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Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the product attorney in the Legal Department for your area, who then will implement the appropriate Ethical Wall and trading procedures.

 

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Participation in Rapid Fire Capital Infusions

Overview

From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.

What Should You Do?

If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the Legal Department , General Counsel or Chief Compliance Officer . Do not ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the Firm . Your email should include the contact information for the person who contacted you.

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

Historically, the Firm’s marketable securities strategies have not received material non-public information and have relied solely on public information. Some of the ramifications of your participating in a rapid fire capital infusion are:

 

    Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate. There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information.

 

    A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so).

 

    You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s).

If your group decides to participate in the offering, the Legal Department will work with your group to implement appropriate Ethical Wall procedures with the goal of ensuring that others at the Firm who do not have the information will not be frozen in their trading securities of the issuer. The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the Firm until after the terms of the financing (or other material non-public information) are publicly announced.

 

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Creditors’ Committees

Members of the Firm may be asked to participate on a Creditors’ Committee which is given access to inside information . Since this could affect the Firm’s ability to trade in securities in the company, before agreeing to sit on any official Creditors’ Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.

If you sit on an informal Creditors’ Committee, consult with the product attorney to confirm whether the committee could receive material non-public information from an issuer that would impose restrictions or the need for an Ethical Wall .

Information about TCW Products

Persons involved with the management of the Firm’s limited partnerships, trusts, and mutual funds could come into possession of inside information about those funds that is not generally known to their investors or the public. The following could be considered inside information:

 

    Plans with respect to dividends, closing down a fund or changes in portfolio management personnel

 

    Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or

 

    A large-scale buying or selling program or a sudden shift in allocation that was not generally known

Disclosing holdings of the TCW Funds or TSI on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Funds or TSI on a monthly basis beginning on the 15th calendar day following the end of that month (or, if not a business day, the next business day thereafter). Disclosure of these funds’ holdings at other times requires special confidentiality procedures and must be pre-cleared with the product attorney See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure.

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel. The Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.

 

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Contacts with Public Companies

Contacts with public companies are an important part of the Firm’s research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.

If an issue arises in this area, a research analyst’s notes could become subject to scrutiny. Research analyst’s notes have become increasingly the target of plaintiffs’ attorneys in securities class actions.

The SEC has declared publicly that they will take strict action against what they see as “selective disclosures” by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insider’s fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer.

What Is The Effect Of Receiving Inside Information?

Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:

 

    Establish an Ethical Wall around the individual or a select group or department, and/or place a “firm wide restriction” on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm , whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.

In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall , the communication prohibition discussed above. The

 

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breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to “isolate” the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.

In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.

Does TCW Monitor Trading Activities?

Yes, the Compliance Department and Investment Control monitor through one or more of the following:

 

    Conducts reviews of trading in public securities listed on the Restricted Securities List .

 

    Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

 

    Conducts monitoring of the Ethical Walls .

 

    Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm’s policies.

 

    Reviews securities holding and transaction reports as required by SEC rules and regulations.

Penalties and Enforcement by SEC and Private Litigants

Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm . Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. These could include:

 

    Paying three times the amount of all profits made (or losses avoided),

 

    Fines of up to $1 million,

 

    Jail up to 10 years, and

 

    Civil lawsuits by shareholders of the company in question.

The regulators, the market and the Firm view violations seriously.

 

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What You Should Do If You Have Questions About Inside Information?

 

Topic

  

You Should Contact:*

If you have a question about:    The product attorney, General Counsel or Chief Compliance
Officer.
    
  The Insider Trading Policy in general     
  Whether information is “material” or “non-public”     
  Whether you have received material non-public information     
    about a public company     
  Obtaining deal-specific information (pre-clearance is required)     
  Sitting on a Creditors’ Committee (preapproval is required)     
  Need to have an Ethica l Wall established     
  Terminating an Ethical Wall     
  Section 13/16 issues     
  Who is “within” or “outside” an Ethical Wall     

 

If you have a question about whether you have received

inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)

   Department Head for product area or for mutual funds or such group’s product attorney (who will coordinate as necessary with the Administrator of the Code of Ethics

 

If you:       Administrator of the Code of Ethics
  Wish to take a Board of Directors seat, serve as an    
    alternate on a Board or sit on a Creditors Committee    
    ( Pre-approval is required )    
  Have questions about the securities listed on the    
    Restricted Securities List    
  Want permission to buy or sell a security listed on    
    the Restricted Securities List    

 

In the event of inadvertent or non-intentional disclosure

of mutual non-public information

  

Product attorney or General Counsel who will notify

the Chief Compliance Officer because the Firm

may be required to make prompt disclosure.

 

* References in this Policy to the General Counsel and Chief Compliance Officer include persons who they have authorized in their respective departments to handle matters under this Policy.

 

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Ethical Wall Procedures

The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to “quarantine” or “isolate” the individuals or select group of persons with the inside information within the Ethical Wall .

Identification of the Walled-In Individual or Group

The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors’ Committee, serving on a Board in a capacity related to the Firm’s investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the product attorney, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important.

Isolation of Information

Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the product attorney in the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion,

 

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discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the product attorney, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as “inside the wall” and will be subject to all Ethical Wall restrictions in this policy.

Restrictions on Access to Information

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

Trading Activities by Persons within the Wall

Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions excep t:

 

    Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given ( Note that if the transaction is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine any disclosure obligations to the counterparty, and

 

    In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client.

Termination of Ethical Wall Procedures

When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors’ Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain “window periods” when the company permits such “access” persons to trade.

 

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Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm .

Maintenance of Restricted List

The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics, who distributes it as necessary. In some cases, the list may note a partial restriction (e.g. restricted as to purchase, restricted as to sale, or restricted as to a particular group or person). The Administrator of the Code of Ethics updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List 2should not be considered the complete list – the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

The Restricted Securities List includes securities for foreign and domestic public reporting companies where Firm personnel (i) serve as directors, board observers, officers, or members of official creditors’ committee (ii) have material, non-public information or (iii) have an agreement or arrangement to maintain information as confidential.

Exemptions

Once an issuer is placed on the Restricted Securities List , any purchase or sale specified on the list (whether a personal trade or

 

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on behalf of a client account) must be cleared with the Administrator of the Code of Ethics (or another member of the Compliance Department who will consult with, as appropriate, an attorney in the Legal Department, General Counsel, or Chief Compliance Officer). In certain circumstances where a group continuously receives material non-public information as part of its strategy, a global Ethical Wall will be imposed on the department in lieu of placing all of the issuers for which it has information on the Restricted Securities List .

 

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Anti-Corruption Policy

Statement of Purpose

TCW (the “ Firm ”) is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), the U.S. Travel Act (the “ Travel Act ”), the U.K. Bribery Act of 2010 (the “ Bribery Act ”) and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “ OECD Convention ”). The purpose of this Anti-Corruption Policy (the “ Policy ”) is to ensure compliance with all applicable anti-corruption laws and rules.

Of course, no policy can anticipate every possible situation that might arise. As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor/ Firm contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.

Scope

This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm , including agents, representatives, temporary agency personnel, consultants, and contract-basis personnel, wherever located (collectively referred to as “ Firm Personnel ”). Violations of this Policy may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.

Prohibited Conduct

Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement (“ Gift ”) for the benefit of any person, including a Foreign Official or Domestic Official , with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.

Foreign Official ” includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a “ Foreign Official ,” Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.

 

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“Domestic Official ” means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.

For purposes of this Policy , Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.

All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third party’s) must not be used to accomplish what is otherwise prohibited by this Policy .

Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.

Permitted Conduct

Firm Personnel may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.

You should always notify your supervisor or group or department head before, or after, providing or accepting any Gifts or Entertainment, even if no other approval is required. As discussed below, Firm Personnel may also be required to obtain approval when giving or receiving certain Gifts and Entertainment . Unless otherwise specified below, if approvals are required, you must submit your request for approval to the Administrator of the Code of Ethics. Firm Personnel must always obtain prior written approval from the Administrator of the Code of Ethics for any Gifts or Entertainment provided to a Foreign Official or Domestic Official . The Administrator of the Code of Ethics shall elevate in the event of high risk or higher value gifts, or as otherwise necessary or appropriate.

Gifts

A “ Gift ” is anything of value given or received without paying its reasonable fair value ( e.g . merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where Firm Personnel are not present as attendees). Entertainment (as defined below) is not a Gift .

 

    A Gift must only be provided as a courtesy or token of regard or esteem (“ Token Gift ”).

 

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    Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment.

 

    Gifts of cash or cash equivalents are prohibited.

You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws.

Entertainment or Similar Expenditures

“Entertainment” generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.

 

    Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive ( e.g ., 3 days of golf for a 1-day seminar is excessive and not reasonable).

 

    You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws.

Firm Personnel are required to follow the approval process set forth below to obtain the requisite approvals, if any, before giving or receiving Gifts or Entertainment .

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients’ independent business judgment. Therefore, the Policy establishes reasonable limits and procedures relating to giving and receiving Gifts and Entertainment .

If approval is required, Firm Personnel should complete the Request Form for Approval for Gift/Entertainment (unless another

 

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form is listed), submit the form to the Administrator of the Code of Ethics, and wait for a decision before taking any action. The Administrator of the Code of Ethics shall review the submission with your supervisor, department head, the Chief Compliance Officer, the Chief Operating Officer and/or the General Counsel, as appropriate. The Request Forms are attached to this Policy and also available on the Firm’s intranet under the Policies and Procedures tab under the Forms hyperlink. If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval.

Gifts Provided By the Firm/Firm Personnel

 

Type of Gift To Be Given

  

Approval Required

Cash Gifts (including gift cards)    Prohibited
Token Gifts ( e.g . bottles of wine, fruit baskets, books) under $100 (unless given to a Foreign Official or Domestic Official )    No Approval Required
Gifts in excess of $100 that seem appropriate under the circumstances    Pre-Approval Required
Gifts to Foreign Officials or Domestic Officials (regardless of value)    Pre-Approval Required
Charitable Gifts given on behalf of the Firm    Pre-Approval Required. The Charitable Contribution request form must be completed before making the Gift .

 

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Gifts by TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (“TFD”) Registered Persons aggregating less than $100 per year   

No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing:

 

•       Name of recipient(s)

 

•       Date of Gift (s)

 

•       Value of Gift (s)

 

A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firm’s logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the “de minimis” standard, then the gift should be logged.

Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient’s employer. Examples of gifts not relating to the business of the recipient’s employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family relationship between you and the recipient.   

Pre-Approval Required, And Must Maintain Log Showing:

 

•       Name of recipient(s)

 

•       Date of Gift (s)

 

•       Value of Gift (s)

Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient’s employer    Prohibited
Gifts to Unions or Union Officers    Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM Information

 

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   Report is required to be completed, approved by an officer and submitted to the Firm’s Controller or the Controller’s designee for each occurrence. The Controller or designee will provide a copy to the Administrator of the Code of Ethics.

Entertainment and Hospitality Provided by the Firm/Firm Personnel

 

Amount

  

Approval Required

$250 or less per person and $2,500 or less in aggregate per event    No Approval Required
Greater than $250 per person or $2,500 or more in aggregate per event    Pre-Approval Required
Attendance and participation at industry sponsored events (for example, purchasing a table at an industry conference)    No Approval Required
If provided to a Foreign Official or Domestic Official (regardless of value)    Pre-Approval Required

Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised.

Gifts and Entertainment Received by Firm Personnel

You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances.

If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift , (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm , give it to the Administrator of the Code of Ethics, which will donate it to charity. Firm Personnel are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics.

 

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If the host of an event is personally present at the event, the event will be considered Entertainment ; otherwise, it will be considered a Gift . You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. There may be some circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment . Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm , use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics shall review such situation with your supervisor, department head, the Chief Compliance Officer, the Chief Operating Officer, and/or the General Counsel, as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.

In light of the nature of Gift -giving and the impromptu nature of some Entertainment , approval for Firm Personnel accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment .

 

Type of Gift/Entertainment Received

  

Approval Required

Cash Gifts    Prohibited
Solicitation by Firm Personnel of Gifts from clients, suppliers, brokers, business partners, or potential business partners    Prohibited
Appropriate Gifts with value of $100 or less    No Approval Required
Ticket(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below)    No Approval Required
Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances    Approval Required

 

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Gifts given to a wide group of recipients (e.g. closing dinner Gifts, holiday Gifts )    No Approval Required
Gifts received from the same donor more than twice in a calendar year    Approval Required
Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year    Approval Required
Entertainment over $250 per event    Approval Required
Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the “ Speaker Exemption ”)    No Approval Required
Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes    Approval Required

Political Contributions

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business. See the Code of Ethics for further information on the Firm’s policies related to political contributions and activities.

Facilitating Payments are Prohibited

The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action ( e.g. , processing governmental papers, providing police protection, and providing mail service) under limited circumstances (“ Facilitating Payments ”). Nevertheless, because

 

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such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.

Health or Safety Exception

Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel ( or anyone else) is at risk. If a payment is made pursuant to this limited exception, Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk. The payment must also be accurately recorded in the Firm’s books and records.

Third Party Representatives

Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firm’s behalf (collectively “ Third Party Representatives ”). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy. The Administrator of the Code of Ethics is required to approve all engagements with Third Party Representatives, after consultation with the Legal Department. To facilitate the due diligence process, Firm Personnel should refer to the Standard Operating Procedure for Conducting Anti-Corruption Due Diligence and Third-Party Screening (see Appendix A). In addition to initial screening, all Third Party Representatives will be subject to periodic supplemental screening procedures under the Firm’s Standard Operating Procedure for Conducting Anti-Corruption Due Diligence and Third-Party Screening.

Furthermore, Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the General Counsel . Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern).

 

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Red Flag Reporting

Firm Personnel are required to promptly report to the Administrator of the Code of Ethics any situations that raise anti-corruption compliance Red Flags . All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues. The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward. Red Flags include (but are not limited to):

 

    A request for reimbursement of extraordinary, poorly documented, or last minute expenses;

 

    A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty;

 

    A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency;

 

    An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business;

 

    A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy , applicable anti-corruption laws and rules;

 

    A refusal, if asked, to disclose owners, partners, or principals;

 

    Use of shell or holding companies that obscure an entity’s ownership without credible explanation;

 

    As measured by local customs or standards, or under circumstances particular to the party’s environment, the party’s business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm;

 

    The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and

 

    In the case of engaging a Third Party Representative, the potential Third Party Representative:

 

    has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm ;

 

    is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm ;

 

    displays ignorance of or indifference to local laws and regulations;

 

    is unable to provide appropriate business references;

 

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    lacks transparency in expenses and accounting records;

 

    is the subject of credible rumors or media reports of inappropriate payments; or

 

    requests payment that is disproportionate to the services provided.

Mandatory Reporting

Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy . All suspected violations of this Policy , including minor violations, should be reported. For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be reported. In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts , payments or other inducements from them, including any request made by a Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.

Firm Personnel may also report suspected violations of this Policy as specified in the Firm’s Whistleblower Policy.

Non-Retaliation

The Firm has a Whistleblower Policy , located in the Code of Ethics , which includes, among other items, non-retaliation for persons reporting on activity that is illegal or does not comply with the Firm’s policies and procedures. Please reference the Whistleblower Policy for more information.

Books and Records

The Firm is required to maintain books and records that accurately reflect the Firm’s transactions, use of Firm assets, and other similar information. The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firm’s actions, particularly with respect to the disposition of corporate assets. In particular, Firm Personnel must timely, accurately and fully complete all applicable reports and records. When dealing with Foreign Officials, Domestic Officials , current or prospective customers, suppliers, counterparties, or Third Party Representatives (each a “ Covered Recipient ”) or international transactions, Firm Personnel must obtain all required approvals from the Firm ,

 

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and when appropriate, from foreign governmental entities. All payments to a Covered Recipient must be reported as such. The Firm should not create any undisclosed or unrecorded accounts for any purpose. False or artificial entries are not to be made in the books and records of the Firm for any reason.

Transactions should be recorded in conformity with accepted accounting standards designed to prevent off-the-books transactions such as bribes. All accounting records, expenditures, expense reports, invoices, vouchers, gifts, and business entertainment should be accurately and reliably reported and recorded. Any and all payments by or on behalf of the Firm may only be made on the basis of appropriate supporting documentation and only for the purpose specified in the documentation. In addition, no payments to any third-party shall be made in cash other than documented petty cash disbursements and no corporate checks shall be written to “cash,” “bearer,” or third-party designees of the party entitled to payment.

Outside Business Activities

Outside Employment, Service as a Director and Fiduciary Appointments.

Generally

The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:

 

    interferes, competes, or conflicts with the interests of the Firm .

 

    Employment in the securities brokerage industry is prohibited.

 

    Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.

 

    encroaches on normal working time or otherwise impairs performance,

 

    implies Firm sponsorship or support of an outside organization, or

 

    adversely reflects directly or indirectly on the Firm .

 

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For outside employment that is not prohibited, you must obtain the Firm’s prior written approval as provided below. The decision will be sent to the Human Resources Department with a copy to the Administrator of the Code of Ethics. An approval may be withdrawn at any time for any reason.

All employees are required to complete the initial Outside Business Activity Form and the annual Report on Outside Business Activity annually.

Service as Director

Except as provided below, an employee must obtain the prior written approval as provided below to serve as a director or in a similar capacity of any non- Firm company or institution. An approval may be subject to procedures to safeguard against conflicts of interest.

You do not need approval to serve on the Board of a non-investment related activity that is exclusively charitable, fraternal, religious, civic, and is recognized as tax exempt, that is not a client of the Firm and that has no business relation with the Firm . You must, however, get written approval later if the entity expects to engage in business with the Firm or to become a client.

Fiduciary Appointments

Except as provided below, no Firm employee may accept appointment as:

 

    executor, trustee, guardian, conservator, general partner, or other fiduciary, or

 

    as a consultant in connection with fiduciary or active money management,

without prior written approval as provided below. This policy does not apply to appointments involving service on the Board of a charitable, civic, or nonprofit company if the employee does not act as an investment adviser for the entity’s assets.

If the Firm grants you approval, it may classify the appointment as an Outside Fiduciary Account . Securities transactions for accounts in which you serve as a fiduciary will be subject to the Personal Investment Transactions Policy.

 

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Compensation, Consulting Fees and Honorariums

Any compensation you expect to receive for outside services must be disclosed. If you have received approval for outside employment, you may retain previously-disclosed compensation for such service including honorariums for publications, public speaking appearances, instruction courses at educational institutions, and similar activities except:

 

    compensation received for service as a director or officers of an entity as part of your employment activities with the Firm; or

 

    as otherwise provided by the terms of the approval.

Report the amount of this compensation, in writing, to the Chief Operating Officer who will provide a record of the compensation to the Human Resources Department . Direct any questions about compensation you may retain to the Chief Operating Officer . If you receive compensation that was not expected or approved, you must report it to the Administrator of the Code of Ethics.

Serving As Treasurer of Clubs, Houses of Worship, Lodges

An employee may act as treasurer of non-investment related organizations that are exclusively charitable, fraternal, religious, civic, and are recognized as tax exempt. Funds belonging to such organizations must not be commingled with the Firm’s funds.

Obtaining Approval

Contact the Administrator of the Code of Ethics to seek any required approval of outside activities. The requirements for requests and the reviewing parties are described below:

 

Activity

  

Approving Parties

    

Outside Employment

 

Service as Director

 

Fiduciary Appointment

  

•       Department Head (or supervisor if you are a Department Head); and

 

•       Approving Officers

  

•       Complete the Outside Business Activities Form (the “ OBA Form ”)

Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions.

 

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Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm . Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual’s right to participate in the political process.

 

    See the Special State Rules Section below for additional limits for the States of Connecticut and New Jersey.

 

    If you have any questions about political contributions or activities, contact the General Counsel .

General Rules

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual’s right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

 

    All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.

Rules Governing Firm Contributions and Activities

Federal Elections

The Firm is prohibited from:

 

    making or facilitating contributions to federal candidates from corporate treasury funds,

 

    making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

 

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    using corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

 

    making partisan communications to its “rank and file” employees or to the public at large.

Contributions to State and Local Candidates and Committees

The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:

 

    using the Firm’s funds for any political contributions to state or local candidates, or

 

    making any political contribution in the Firm’s name.

Exemptive Relief

To seek approval for an exemption from any requirement of the foregoing policies governing Political Activities & Contributions, contact the Administrator of the Code of Ethics and provide them with a written statement of the request indicating the basis for the requested exemption. The Administrator of the Code of Ethics will coordinate review of the request. Any exemption will require the approval of the General Counsel .

 

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Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

 

    causing TCW to incur expenses by using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm -provided refreshments at a political event. (some exceptions to this ban may apply; see On Premises Activities Relating to Federal Elections below), and

 

    directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:

 

    the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval.

 

    the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

 

    the activities do not prevent the individual from completing normal work or interfere with the Firm’s normal activity,

 

    the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and

 

    the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.

TCW follows the above policy for activities related to state and local elections.

 

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Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

Pre-Approval of all Political Contributions and Volunteer Activity

Each TCW and Buchanan Street employee, and their spouse, domestic partner and relative or significant other sharing the same house, must obtain approval before :

 

    making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office, or a campaign committee, political party committee, other political committee or organization (example: Republican or Democratic Governors Association) or inaugural committee. A Contribution includes anything of value for given to or paid:

 

    influence any election for federal, state or local office;

 

    pay any debt incurred in connection with such election; or

 

    pay transition or inaugural expenses incurred by the successful candidate for state or local office.

 

    volunteering their services to a political campaign, political party committee, political action committee (“ PAC ”) or political organization.

Contact the Administrator of the Code of Ethics to seek prior approval of any proposed Contribution or volunteer political activity.

Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.

New Hires, Transfers and Promotions to Covered Associate Position

New hires, transfers and promotions to positions may not be made without the prior review of their political contributions and activities by Compliance . Human Resources will gather information on any new hire or on any employee being transferred or promoted. The information shall include information about the political

 

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contributions or activities of the new hire or employee’s spouses, domestic partners and relatives or significant others sharing the same house. Compliance can exempt individuals or categories of employees from this review.

 

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Confidentiality

REQUESTS FOR APPROVAL AND QUARTERLY REPORTS SHALL BE TREATED AS CONFIDENTIAL AND TO BE REVIEWED ONLY BY PERSONS WITH A “NEED TO KNOW”, REGULATORS AND AS OTHERWISE REQUIRED BY LAW.

Participation in Public Affairs

The Firm encourages its employees to support community activities and political processes. Normally, voluntary efforts take place outside of regular business hours. If voluntary efforts require corporate time, or you wish to accept an appointive office, or you run for elective office, contact the Administrator of the Code of Ethics who will coordinate review for approval by:

 

    the head of your Department or your supervisor if you are head of your Department, and

 

    the Chief Operating Officer.

You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm .

Employees participating in political activities do so as individuals and not as representatives of the Firm . You may not:

 

    use either the Firm’s name or its address in material you mail or fundraising, and

 

    identify the Firm in any advertisements or literature, except as necessary biographical information.

Fundraising and Soliciting Political Contributions

Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm , unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead is prohibited

Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:

 

    originate from the individual’s home address,

 

    make clear that the solicitation is not sponsored by the Firm , and

 

    make clear that the contribution is voluntary on the part of the person being solicited.

 

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SPECIAL STATE RULES

Connecticut:

Directors, officers, and managerial or discretionary employees of the Firm who have direct, extensive, and substantive responsibilities with respect to the negotiation of contracts with the State of Connecticut or any state agency may not make political contributions to or request contributions, participate in fundraising, serve as a chair of a committee, or serve on a fund raising committee for:

 

    candidates or exploratory committees for the offices of Governor, Lieutenant Governor, Attorney General, State Controller, Secretary of State, State Treasurer, State Senator, State Representative, and

 

    any state party or political committee.

 

    These prohibitions do not apply to activities related to local offices or local subdivisions.

NEW JERSEY:

Officers of the Firm and third-party solicitors may not:

 

    make political contributions to New Jersey state or local officials, employees, or candidates for office, or

 

    engage in any payment to a political party in New Jersey.

The New Jersey restrictions apply to New Jersey state and local elections, New Jersey state and local incumbents and candidates, and political parties and committees of any kind and at any level in New Jersey. They do not apply with regard to candidates for federal office.

These rules prohibit:

 

    making or soliciting money or “in-kind” contributions,

 

    funding, coordinating or reimbursing a contribution by someone else,

 

    participating in fundraising activity, and

 

    engaging in any other activity that is designed indirectly, including through the employee’s spouse or other family members, to accomplish otherwise prohibited political activity. Officers may not instruct or influence other employees to participate in these activities on their behalf.

 

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An officer may make contributions to:

 

    Candidates and incumbents for state and local elective office for whom the officer eligible to vote of $250 or less per official or candidate per election, or

 

    New Jersey political parties of $250 or less per party per year.

 

    Support of Candidates, Initiatives, and Special Purpose Organizations Hostile to Defined Benefit Plans

 

    The Firm considers the support of candidates, initiatives, or special purpose political action organizations that threaten or otherwise jeopardize the future of employer-sponsored or union-sponsored defined benefit plans that are intended to provide security to their members often to be against the interest of our client base. As such,

 

    the Firm will not sponsor or contribute to such candidates, initiatives or special purpose political action organizations, and

 

    employees of the Firm are urged to not sponsor or contribute to such candidates, initiatives, or special purpose political action organizations.

Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm . Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

 

    selling information to which an employee has access because of his/her position,

 

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    acquiring any property interest or right when the Firm is known to be interested in the property in question,

 

    receiving a commission or fee on a transaction that would otherwise accrue to the Firm , and

 

    diverting business or personnel from the Firm .

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm ), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.

 

    You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

 

    Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

Corporate Property or Services

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firm’s expense.

Use of TCW Stationery

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice.

 

    Avoid statements that might be interpreted as legal advice; and

 

    Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.

 

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Confidentiality

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer .

 

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Sanctions

The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code , including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.

 

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Reporting Illegal or Suspicious Activity - “Whistleblower Policy”

Policy

The Firm is committed to compliance with the law and its policies in all of its operations. The Firm’s employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The Firm requires that all employees report activity that is illegal or does not comply with the Firm’s policies and procedures (“ Compliance Issues ”), including this Code . Reports about Compliance Issues will be held confidentially by the Firm except in limited circumstances. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.

Procedure

In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues .

An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. “Good faith” means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.

The report should be made to the Chief Compliance Officer or the General Counsel and may be made via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the Chief Compliance Officer and the General Counsel . Reports may also be made directly to the Chief Compliance Officer or the General Counsel , in person or in writing (including email). Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21 st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a report, employees should state in as much detail as possible the facts that raised a concern.

 

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The Chief Compliance Officer and General Counsel will consult about the investigation as required. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer , the General Counsel or an external party.

The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm’s response to their reports.

The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

Each quarter (or more frequently as necessary), the Chief Compliance Officer or General Counsel will provide TCW’s Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney General’s whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation

Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

 

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Glossary

A

Access Persons - Includes all of the Firm’s directors, officers, and employees, except directors who (i) do not devote substantially all working time to the activities of the Firm , and (ii) do not have access to information about the day-to-day investment activities of the Firm . A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.

Account - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT , and CBO / CDO / CLO ).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

Approving Officers - One of the Chief Operating Officer or the Head of Investment Operations Technology in addition to one of the General Counsel or the Chief Compliance Officer.

Auto-Trades - Pre-instructed transactions that occur automatically following the instruction, such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs.

B

Beneficial Interest – an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

BNY Mellon - The Bank of New York Mellon, the entity to which the Firm has outsourced client accounting and related operations for Accounts other than the Firm’s proprietary mutual funds and wrap accounts.

C

CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

Chief Compliance Officer - The Chief Compliance Officer of TCW . For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO - Collateralized loan obligation.

Code of Ethics - This Code of Ethics.

 

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Compliance Issue - activity that is illegal or does not comply with the Firm’s formal written policies and procedures

Contribution – includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.

Covered Account – Account of an Access Person or related Covered Person

Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person , or any other person if the Access Person has a “ beneficial interest ” in the person’s accounts or securities.

Covered Transaction – a transaction in a Covered Account.

D

Direct Purchase Plan - An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

E

Entertainment - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.

ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

Ethical Walls or Informational Barriers - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Exchange Act - Securities Exchange Act of 1934, as amended. Exempt Securities - Only the Securities (or Securities obtained in transactions) described in the subsection Securities or Transactions Exempt from Personal Investment Transactions Policy.

F

Firm or TCW - The TCW Group of companies.

Foreign Official - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official .

 

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G

General Counsel - The General Counsel of TCW . For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment , it does not fall within the category of Gifts .

I

IPO - Initial public offering. An offering of securities registered under the Securities Act , the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act .

Inside information - Material, non-public information.

Investment Personnel - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Control Department.

IRA - Individual Retirement Account.

L

Limited Offering - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.

LM Information Report - Report required for reporting gifts or entertainment to labor unions or union officials.

M

Material Information - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

MetWest - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

 

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N

Non-Discretionary Accounts - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

O

Outside Fiduciary Accounts - Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics .

P

PAT – Pre-Authorization to Trade that can be found at http://tcw.starcompliance.com.

Private Placements - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .

R

REIT - Real estate investment trust.

Registered Person - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD .

Restricted Securities List - A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

Rule 10b5-1 Plan - A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

S

SEC - Securities and Exchange Commission.

Securities - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs , shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.

Securities Act - Securities Act of 1933, as amended.

 

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T

TAMCO - TCW Asset Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm - The TCW Group of companies.

TCW Advisor - Includes TAMCO , TIMCO , MetWest, WGA and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TFD - TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer.

TCW Funds - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO or the Metropolitan West Funds, each of its series, and any proprietary, registered, open-end investment companies (mutual funds) advised by Metropolitan West Asset Management, LLC.

TIMCO - TCW Investment Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI - TCW Strategic Income Fund, Inc., and any other proprietary, registered, closed-end investment companies advised by TIMCO .

W

WGA - Westgate Advisors, LLC, a U.S.-registered investment advisor controlled by The TCW Group, Inc.

 

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Appendix A

Standard Operating Procedures for Conducting Anti-Corruption Due Diligence and Third-Party Screening

 

1. Detecting Compliance Issues

To reduce the risk of inadvertent violations by the Firm of applicable anti-corruption laws and rules, proper due diligence must be conducted prior to all transactions where the Firm may be engaging Third Party Representatives , including placement agents or distributors, to operate or interact with clients or portfolio companies outside the U.S. Depending on the circumstances, due diligence of any transaction or engagement may include one or a combination of the following steps:

 

  a. Reviewing correspondence, payment records, and other relevant materials related to the pertinent transaction partner or circumstance;

 

  b. Requiring a party to submit a due diligence questionnaire response to the Firm for review;

 

  c. Performing a risk evaluation of locations known for unethical business practices;

 

  d. Conducting a search of public records;

 

  e. Conducting interviews of relevant parties;

 

  f. Obtaining business references of potential transaction partners;

 

  g. Conducting a due diligence investigation prior to the engagement of a new Third Party Representative ;

 

  h. Conducting a background check on a potential transaction partner;

 

  i. Contacting outside legal counsel as necessary; or

 

  j. Taking other steps as appropriate.

In consultation with the Compliance Department, in determining the scope and parameters of the due diligence, the individual who is in charge of the transaction/engagement for the Firm is responsible for carrying out the appropriate due diligence. Once the due diligence is complete, the Compliance Department is responsible for approving all transactions or engagements based in part on the due diligence that was conducted.

 

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2. Addressing Compliance Issues

Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the Administrator of the Code of Ethics and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative .

 

3. Document Due Diligence Process

The due diligence process in general, and any inquiry into the facts and circumstances of any anti-corruption issue, in particular, as well as the reasonable response to that inquiry, shall be documented in order to demonstrate that the response was reasonable.

As appropriate and necessary to demonstrate that the review was reasonable, the Compliance Department shall maintain records of documents, correspondence, and other materials reviewed or created as part of the Firm’s due diligence and any review of a possible anti-corruption issue. All such records shall be retained for a period of at least five (5) years from the conclusion of the review.

 

4. Seek guidance as necessary during the process .

Firm Personnel must consult with the Compliance Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag , or any other similar situation.

 

5. Identify and report compliance issues, including Red Flags .

It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all Firm Personnel :

 

  a. Familiarize yourself with the examples of Red Flags listed in this Policy ; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy ;

 

  b. Be vigilant in detecting Red Flags ; it is prohibited to “consciously avoid” or “close your eyes” to a violation or to a Red Flag ;

 

  c. Look out for Red Flags both before and during a relationship with any transaction partner; and

 

  d. If you have information concerning a potential Red Flag , contact the Administrator of the Code of Ethics immediately.

 

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No Firm Personnel who in good faith provides information regarding a possible R ed Flag will suffer any retaliation or adverse employment decision as a consequence of such report.

The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur. However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Administrator of the Code of Ethics who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag . Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag . The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.

 

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Amendment No. 1 to Code of Ethics Policy

This First Amendment to the Code of Ethics Policy is effective as of March 9, 2015.

 

1. The “ Gifts Provided By the Firm/Firm Personnel” Policy, shall be amended as follows:

 

Type of Gift To Be Given

  

Approval Required

Cash Gifts (including gift cards)    Prohibited
Token Gifts ( e.g . bottles of wine, fruit baskets, books) under $100 (unless given to a Foreign Official or Domestic Official )    No Approval Required
Gifts in excess of $100 that seem appropriate under the circumstances    Pre-Approval Required
Gifts to Foreign Officials or Domestic Officials (regardless of value)    Pre-Approval Required
Charitable Gifts given on behalf of the Firm    Pre-Approval Required. The Charitable Contribution request form must be completed before making the Gift .
Gifts by TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (“TFD”) Registered Persons aggregating less than $100 per year   

No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing :

 

•    Name of recipient(s)

 

•    Date of Gift (s)

 

•    Value of Gift (s)

 

A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firm’s logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the “de minimis” standard, then the gift should be logged.

Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient’s employer. Examples of gifts not relating to the business of the recipient’s employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family relationship between you and the recipient.   

Pre-Approval Required, And Must Maintain Log Showing:

 

•    Name of recipient(s)

 

•    Date of Gift (s)

 

•    Value of Gift (s)


Amendment No. 1 to Code of Ethics Policy

 

Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient’s employer    Prohibited
Gifts to Unions or Union Officers    Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM Information Report is required to be completed, approved by an officer and submitted to the Firm’s Controller or the Controller’s designee for each occurrence. The Controller or designee will provide a copy to the Administrator of the Code of Ethics.

 

2. The “ Gifts and Entertainment Received by Firm Personnel” Policy, shall be amended as follows:

 

Type of Gift/Entertainment Received

  

Approval Required

Cash Gifts    Prohibited
Solicitation by Firm Personnel of Gifts from clients, suppliers, brokers, business partners, or potential business partners    Prohibited
Appropriate Gifts with value of $100 or less    No Approval Required
Ticket(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below)    No Approval Required
Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances    Approval Required
Gifts given to a wide group of recipients ( e.g . closing dinner Gifts , holiday Gifts )    No Approval Required
Gifts received from the same donor more than twice in a calendar year    Approval Required


Amendment No. 1 to Code of Ethics Policy

 

Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year    Approval Required
Entertainment over $250 per event    Approval Required
Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the “ Speaker Exemption ”)    No Approval Required
Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes    Approval Required

 

3. The “ Outside Activities” Policy shall be completely amended and restated as follows:

Outside Business Activities

Outside Employment, Service as a Director and Fiduciary Appointments.

Generally

The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:

 

    interferes, competes, or conflicts with the interests of the Firm .

 

    Employment in the securities brokerage industry is prohibited.

 

    Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.

 

    encroaches on normal working time or otherwise impairs performance,

 

    implies Firm sponsorship or support of an outside organization, or

 

    adversely reflects directly or indirectly on the Firm .


Amendment No. 1 to Code of Ethics Policy

 

For outside employment that is not prohibited, you must obtain the Firm’s prior written approval as provided below. The decision will be sent to the Human Resources Department with a copy to the Administrator of the Code of Ethics. An approval may be withdrawn at any time for any reason.

All employees are required to complete the initial Outside Business Activity Form and the annual Report on Outside Business Activity annually.

Service as Director

Except as provided below, an employee must obtain the prior written approval as provided below to serve as a director or in a similar capacity of any non- Firm company or institution. An approval may be subject to procedures to safeguard against conflicts of interest.

You do not need approval to serve on the Board of a non-investment related activity that is exclusively charitable, fraternal, religious, civic, and is recognized as tax exempt, that is not a client of the Firm and that has no business relation with the Firm . You must, however, get written approval later if the entity expects to engage in business with the Firm or to become a client.

Fiduciary Appointments

Except as provided below, no Firm employee may accept appointment as:

 

    executor, trustee, guardian, conservator, general partner, or other fiduciary, or

 

    as a consultant in connection with fiduciary or active money management,

without prior written approval as provided below. This policy does not apply to appointments involving service on the Board of a charitable, civic, or nonprofit company if the employee does not act as an investment adviser for the entity’s assets.

If the Firm grants you approval, it may classify the appointment as an Outside Fiduciary Account . Securities transactions for accounts in which you serve as a fiduciary will be subject to the Personal Investment Transactions Policy.

Compensation, Consulting Fees and Honorariums

Any compensation you expect to receive for outside services must be disclosed. If you have received approval for outside employment, you may retain previously-disclosed compensation for such service including honorariums for publications, public speaking appearances, instruction courses at educational institutions, and similar activities except:

 

    compensation received for service as a director or officers of an entity as part of your employment activities with the Firm; or

 

    as otherwise provided by the terms of the approval.


Amendment No. 1 to Code of Ethics Policy

 

Report the amount of this compensation, in writing, to the Chief Operating Officer who will provide a record of the compensation to the Human Resources Department . Direct any questions about compensation you may retain to the Chief Operating Officer . If you receive compensation that was not expected or approved, you must report it to the Administrator of the Code of Ethics.

Serving As Treasurer of Clubs, Houses of Worship, Lodges

An employee may act as treasurer of non-investment related organizations that are exclusively charitable, fraternal, religious, civic, and are recognized as tax exempt,. Funds belonging to such organizations must not be commingled with the Firm’s funds.

Obtaining Approval

Contact the Administrator of the Code of Ethics to seek any required approval of outside activities. The requirements for requests and the reviewing parties are described below:

 

Activity

 

Approving Parties

   

Outside Employment

Service as Director

Fiduciary Appointment

 

•    Department Head (or supervisor if you are a Department Head); and

 

•    Approving Officers

 

•    Complete the Outside Business Activities Form (the “ OBA Form ”)

 

4. The trade monitoring procedures under “ Does TCW Monitor Trading Activities?” shall be amended as follows:

Does TCW Monitor Trading Activities?

Yes, the Compliance Department and Investment Control monitor through one or more of the following:

 

    Conducts reviews of trading in public securities listed on the Restricted Securities List .

 

    Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

 

    Conducts monitoring of the Ethical Walls .

 

    Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm’s policies.

 

    Reviews securities holding and transaction reports as required by SEC rules and regulations.


Amendment No. 2 to Code of Ethics Policy

Effective June 8, 2015

This Second Amendment to the Code of Ethics Policy is effective as of June 8, 2015.

 

1. The following “ General Principles ” section shall be deleted and replaced, in its entirety, as follows:

General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code , the “ Firm ” or “ TCW ” refers to The TCW Group, Inc., TCW Advisors , and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm’s clients. In consideration of this you must:

 

    Protect the interests of the Firm’s clients before looking after your own.

 

    If you know that an investment team is considering a transaction in a security, don’t trade that security.

 

    Never use opportunities provided for the Firm’s clients by brokers or others for your personal benefit.

 

    Avoid actual or apparent conflicts of interest in conducting your personal investing.

 

    Never trade on the basis of client information, or otherwise use client information for personal benefit.

 

    Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships.

 

    Comply with all applicable securities laws and Firm policies, including this Code .

 

    Communicate with clients or prospective clients candidly.

 

    Exercise independent judgment when making investment decisions.

 

    Treat all clients fairly.

When in doubt, call the General Counsel , the Chief Compliance Officer , or any member of the Compliance or Legal Department before taking action. We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action . As an Access Person, you are responsible for safeguarding the reputation of TCW .

Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.


Amendment No. 2 to Code of Ethics Policy

Effective June 8, 2015

 

2. The following “ De Minimus Transactions ” exemption under “ Exempt Transactions” shall be eliminated in its entirety:

 

Exempt Transactions

  

Pre-clearance Required?

  

Reporting Required?

  

Limitations/Comments

        

 

3. The “ Participation in Rapid Fire Capital Infusions” Policy shall be removed from the Portfolio Management Policy and added to the Code of Ethics on page 19, after the “ Deal-Specific Information ” section.

 

4. The following under “ Prohibited Transactions” shall be amended as follows:

 

Prohibited Transaction

  

Exceptions/Limitations

  

Consequences/Comments

Transacting in a Security that the Firm is trading for its clients    Exception: Permitted once the Firm ’s trading is completed or cancelled    Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.
Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients      

 

5. The definition of Approving Officers shall be amended as follows:

Approving Officers - One of the Chief Operating Officer or the Head of Investment Operations Technology in addition to one of the General Counsel or the Chief Compliance Officer.


Amendment No. 2 to Code of Ethics Policy

Effective June 8, 2015

 

6. The following definitions shall be added to the Glossary:

Direct Purchase Plan - An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

Rule 10b5-1 Plan - A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

 

7. The term “ Chief Administrative Officer ” shall be replaced with “ Chief Operating Officer ” throughout the entire policy.

 

8. The following under “ Exemptions: Exempt Securities and Exempt Transactions” shall be amended as follows:

 

Types of Exempt Securities

  

Pre-clearance Required?

  

Reporting Required?

  

Limitations/Comments

Interests in Firm -sponsored limited partnerships or other Firm -sponsored private placements .    No    Yes   


Amendment No. 3 to Code of Ethics Policy

Effective October 1, 2015

 

This Third Amendment to the Code of Ethics Policy is effective as of October 1, 2015.

 

1. The following shall be inserted on page 3 under “ Personal Investment Restrictions – Who Must Comply: Access Person/Covered Person” as follows:

All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person’s work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. Where necessary the Person will be notified by his/her supervisor, or such other appropriate officer(s), that trading restrictions may be implemented.

 

2. The following under “Communication Prohibition” on page 16 shall be amended per the below:

The prohibition on sharing material, non-public information extends to affiliates such as the Carlyle entities.

 

3. The “ Creditor’s Committees ” section on page 19 shall be amended as follows:

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel. The Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.

 

4. The “ Consent to Service on Board of Directors and Creditor’s Committees ” section on page 27 shall be deleted in its entirety.

 

5. The “ Annual Compliance Certification ” section on page 51 is hereby deleted and the “ Holdings Report ” section shall be amended as follows:


Amendment No. 3 to Code of Ethics Policy

Effective October 1, 2015

 

Required Certifications

These reports are available on http://tcw .starcompliance.com .

 

Certification

 

When Due

 

Additional Requirements

Initial Holdings Report   Within 10 days after becoming an Access Person  

Include all securities except Exempt Securities.

 

Include all Covered Accounts . Holdings must be current no earlier than 45 days before you became an Access Person

Quarterly Certificate of Compliance   By each January 10, April 10, July 10 and October 10   Must be filed even if there were no transactions during the period.
Annual Holdings Report   By January 31 of each year   Same as Initial report, except that holdings must be current as of December 31 of the prior year.
Annual Certificate of Compliance   By January 31 of each year  
Report on Outside Activities (Includes Directorships/Officerships/Creditor Committees/Board Observation Rights)   4th quarter of each year  

 

6. The “ Pre-clearance Process ” section on page 4 is hereby amended as follows:

Pre-clearance Process

Outside Fiduciary Accounts require special procedures. Contact the Administrator of the Code of Ethics.


Amendment No. 3 to Code of Ethics Policy

Effective October 1, 2015

 

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required form at http://tcw.starcompliance.com. The instructions for filing a PAT Form and Private Placement Form are available on myTCW.

Requests submitted before 12:00 noon Los Angeles time (3:00 pm New York Time) are usually processed same-day. Pre-clearance expires on 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after it is received. Generally, you must either obtain a new pre-clearance or cancel any unexecuted portion of the transaction that is not completed before your pre-clearance expires. Limit orders must be structured to comply with the pre-clearance time limits, or such other period specifically approved by Legal or Compliance. Please contact the Administrator of the Code of Ethics if a different period is requested. Any approval of a period other than the standard pre-clearance time limit is subject to Compliance’s ability to cancel the approval (regardless of execution) at any time.

CODE OF ETHICS

Risks identified by the Adviser that are addressed by the policies and procedures in this section:

 

    Employees of the Adviser could have the ability to unfairly enrich themselves based upon their position with the Adviser to the detriment of Clients because of the Employee’s knowledge of Clients’ portfolios and trading activity.

 

    An Employee’s trading in personal or Client accounts that may give rise to issues involving insider trading.

 

    Frequent trading in an Employee’s personal account such that it could interfere with the ability of the Employee to provide the appropriate attention to the Adviser’s Client accounts.

 

    The ability of an Employee to gain access to a limited opportunity due to his or her position with the Adviser, ahead of Client accounts.

High ethical standards are essential for the success of the Adviser in order to maintain the confidence of Clients and investors in investment funds managed by the Adviser. The Adviser’s long-term business interests are best served by adherence to the principle that the interests of Clients come first. We have a fiduciary duty to Clients to act solely for the benefit of our Clients. All personnel of the Adviser must put the interests of the Adviser’s Clients before their own personal interests and must act honestly and fairly in all respects in dealings with Clients. All personnel of the Adviser must also comply with all federal securities laws. In recognition of the Adviser’s fiduciary duty to its clients and the Adviser’s desire to maintain its high ethical standards, the Adviser has adopted this Code of Ethics (the “Code”) containing provisions designed to prevent improper personal trading, assist in identifying conflicts of interest and provide a means to resolve any actual or potential conflicts in favor of the Adviser’s Clients.

Adherence to the Code and the related restrictions on personal investing is considered a basic condition of employment by the Adviser. If you have any doubt as to the propriety of any activity, you should consult with the Chief Compliance Officer.

Law

Employee investments must be consistent with the fiduciary duty of the Firm to always put Client interests first and with the requirements that the Firm and its Employees not trade on the basis of material non-public information.

Rule 204A-1 under the Advisers Act requires, in effect, that a registered investment adviser’s access persons (“Access Persons”) report their transactions and holdings periodically to the Chief Compliance Officer and that the adviser review these reports.

All Access Persons must file with the Chief Compliance Officer initial and annual holdings reports and quarterly transaction reports with respect to all transactions in securities of which he or she is a “Beneficial Owner,” except holdings or transactions in “Exempt Securities”.

 

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DEFINITIONS :

 

  1. Access Person includes any Employee who has access to non-public information regarding Clients’ purchase or sale of securities, who is involved in making securities recommendations to (or in the case of a discretionary manager like the Adviser, investment decisions on behalf of) Clients or who has access to such recommendations that are non-public. It is the Employee’s responsibility to confirm whether he or she is considered an Access Person under this Code of Ethics and to understand and comply with the reporting requirements applicable to Access Persons. 1

 

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

 

  3. Beneficial Owner of securities means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. The term pecuniary interest means the opportunity to profit or share in any profit from a transaction in the security. An Access Person is presumed to be the Beneficial Owner of accounts of the Access Person, the Access Person’s spouse, accounts of immediate family members who share the Access Person’s household, and the accounts of persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls, or (ii) for whom the Access Person provides discretionary advisory services.

 

  4. Personal Account means any account in which an Access Person has any Beneficial Ownership.

 

  5. Exempt Securities

 

  a. Securities accounts, as well as purchases or sales effected for or securities held in any account, over which you have no direct or indirect influence or control; 2

 

  b. Purchases or sales made pursuant to an Automatic Investment Plan;

 

  c. Direct obligations of the Government of the United States;

 

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

 

  e. Shares issued by money market funds;

 

1   A list of all Access Persons will be maintained by the Adviser’s Compliance Officer.
2   In order to exclude such an account from the reporting requirements, the Access Person is responsible for providing the Chief Compliance Officer with written documentation showing that someone else has been retained or has been granted investment discretion over the account or otherwise demonstrating that the account should not be considered a Personal Account.

 

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  f. Shares issued by registered open-end funds other than exchange-traded funds and other than registered funds managed or sub-advised by the Adviser or registered funds whose adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser; and

 

  g. Shares issued by unit investment trusts if the unit investment trust is invested exclusively in unaffiliated mutual funds.

 

  6. Restricted Security means any security that (1) a Client owns or is in the process of buying or selling; (2) the Adviser is researching, analyzing or considering buying or selling for a Client; or (3) is subject to a restriction on trading issued by the Chief Compliance Officer under the Firm’s insider trading policies and procedures.

 

  7. Reportable Securities are securities other than Exempt Securities.

Policy

It is the Firm’s policy that all Access Persons are required to obtain pre-clearance for transactions in Reportable Securities in their Personal Accounts, file with the Adviser all required reports including initial and annual holdings reports, and quarterly reports of transactions in Personal Accounts. It is the responsibility of each Access Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code or otherwise prohibited by any applicable laws. Personal securities transactions for Access Persons may be effected only in accordance with the provisions of this Code.

PRE-APPROVAL:

Pre-Approval for Reportable Securities . Access Persons must obtain approval from the Chief Compliance Officer or her designee prior to directly or indirectly acquiring Beneficial Ownership of any Reportable Security, as defined above. For the avoidance of doubt, this includes IPOs, ETFs/ETNs, and Limited Offerings/Private Placements. 3 Pre-clearance for Reportable Securities will only be effective until the end of the trading day the pre-clearance is approved, unless otherwise specified .

Private Placements/Limited Opportunities . Access Persons must obtain written approval of the Chief Compliance Officer prior to a transaction in a private placement or investment opportunity of limited availability. Access Persons seeking approval to transact in a private placement or investment opportunity of limited availability must complete a written request (as supplied by the CCO), and furnish any prospectus, private placement memoranda, subscription documents and/or other materials about the investment as the Chief Compliance Officer may request.

 

3   The effective period for pre-approval for a private placement is at the discretion of the Chief Compliance Officer, but will be limited to a reasonable period of time prior to the date of the intended transaction.

 

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RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS :

Restricted Securities . Access Persons may not purchase or sell, directly or indirectly, for their Personal Account any security in which they (or by reason of such transaction) acquire any Beneficial Ownership that is on the Restricted Securities list.

Holding Period . The Adviser believes that short term or excessive personal trading by its Access Persons can raise compliance and conflicts issues. Access Persons are subject to a minimum 30-calendar day holding period for any debt, equity, or derivative security in their Personal Account.

Initial Public Offerings . Access Persons are prohibited from acquiring for their Personal Account any security distributed in an initial public offering until trading of the security commences in the secondary market.

Procedures

DOCUMENTATION

Maintaining Personal Accounts . While the Firm encourages Employees to develop personal investment programs, it must be in a position to properly oversee the trading activity undertaken by its Access Persons. As a result, the Firm requires all Access Persons to provide duplicate account statements or confirmations for all Personal Accounts or otherwise provide for an electronic feed containing the same information from the Access Person’s Personal Accounts directly to the Cordium ELF platform used by the Firm.

The Firm utilizes Cordium ELF (“ELF”), an online software designed to facilitate the collection and analysis of the information required under Rule 204A-1. Where it is easily effectuated, the ELF system will be utilized to obtain pre-trade clearances, brokerage transaction information, holdings information and certifications for annual holdings and quarterly statements. Access Persons must submit preclearance requests, quarterly certifications, initial and annual holdings reports and any other certifications and/or attestations requested by the Chief Compliance Officer using the ELF system. ELF is not the exclusive method for obtaining this information in order for the Firm to maintain compliance under the Rule.

Duplicate Statements/Electronic Feeds . For any account opened or maintained at a broker-dealer, bank or similar financial institution, each Access Person shall be responsible for providing to the CCO or her designee, any documentation that may be required in order for duplicate statements/confirmations to be sent to the Adviser and/or an electronic feed to be to be sent directly to ELF.

Such statements/confirmations must be provided upon issuance for the Personal Accounts, and all such statements/confirmations (or the information about the Access Person’s personal trading activity) must be received no later than 30 days after the end of each quarter, except for accounts in which the Access Person only transacts in Exempt Securities.

 

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REPORTING

Holdings Reports.

 

    Initial . Each Access Person must submit to the Chief Compliance Officer an initial holdings report disclosing all Reportable Securities within 10 days of his or her employment commencement date or upon becoming an Access Person. The information contained in the initial holdings report must be current as of a date no more than 45 days prior to such employment/Access Person commencement date.

 

    Annual . Each Access Person must submit to the Chief Compliance Officer an annual holdings report disclosing all Reportable Securities at least once each 12-month period after submitting the initial holdings report. The information contained in the annual holdings report must be current as of a date no more than 45 days prior to the date the report was submitted.

Quarterly Trade Reporting Requirements. Each Access Person must submit to the Chief Compliance Officer within 30 days after the end of each quarter a report disclosing all Reportable Securities transactions effected in each Personal Account during such quarter. The report must include the name of the security, date of the transaction, quantity, price, nature of the transaction and name of the bank, broker-dealer or financial institution through which the transaction was effected. Information regarding such transactions need not be reported if duplicate account statements or confirmations for all Personal Accounts have been provided to the Chief Compliance Officer. Access Persons must independently report securities that do not appear on the account statements or confirmations (e.g., any securities acquired in private placements or by gift or inheritance) on the Quarterly Securities Transaction Report or its equivalent. If no transactions are required to be reported by and Access Person for a particular quarter, the Access Person must still submit a certification indicating that no Reportable Securities transactions need to be reported to the Adviser.

New Accounts . Each Access Person must notify the Chief Compliance Officer promptly if the Access Person opens any new account in which any Reportable Securities are held with a broker or custodian or moves such an existing account to a different broker or custodian.

RECORDKEEPING AND OVERSIGHT

Review and Availability of Personal Trade Information. All information supplied under these procedures, including quarterly transaction and initial and annual holdings reports, will be reviewed by the Chief Compliance Officer for compliance with the policies and procedures in this Code of Ethics. The Chief Compliance Officer shall:

 

    address whether Access Person followed internal procedures, such as pre-clearance;

 

    compare Access Person’s transactions to any restrictions in effect at the time of the trade;

 

    assess whether the Access Person is trading for his or her own account in the same financial instrument he or she is trading for Clients, and if so, whether Clients are receiving terms as favorable as those of the Access Person’s trades; and

 

    periodically analyze Access Persons’ trading for patterns that may indicate behavior in violation of the securities laws.

 

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The Chief Compliance Officer will document such review and will maintain copies of the Access Person’s reports and account statements received.

Acknowledgment . The Chief Compliance Officer will annually distribute a copy of the Code to all Access Persons. The Chief Compliance Officer will also distribute promptly all material amendments to the Code. All Access Persons are required annually to sign and acknowledge their receipt of this Code by signing a form of acknowledgment as may be approved by the Chief Compliance Officer.

Sanctions . Upon determining that a violation of this Code has occurred, the Adviser may impose such sanctions or remedial action as they deem appropriate or to the extent required by law. These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment and/or criminal or civil penalties.

Authority to Exempt Transactions . The Chief Compliance Officer has the authority to exempt any Access Person or any personal securities transaction of a Access Person from any or all of the provisions of this Code if the Chief Compliance Officer determines that such exemption would not be against any interests of a Client and would be in accordance with applicable law. The Chief Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

Confidentiality.

All reports of personal securities transactions and any other information filed pursuant to this Code will be treated as confidential to the extent permitted by law.

 

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CODE OF ETHICS

Real Estate Management Services Group, LLC

Code of Ethics

Introduction

This is the Code of Ethics (the “Code”) of Real Estate Management Services Group, LLC (“REMS”). REMS’s policies on Insider Trading and Personal Securities Transactions are included in the Code.

Things You Need to Know to Use This Code

 

  1. Terms in boldface have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms.

 

  2. An Employee must complete three Reporting Forms under this Code. Additional information on, and copies of, these Reporting Forms is included below, beginning at Page 43. You can also get copies of the Reporting Forms from the Chief Compliance Officer.

 

  3. The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:

 

  a. REMS expects that waivers will be granted only in rare instances, and

 

  b. certain provisions of the Code that are mandated by law cannot be waived.

 

  4. REMS’s management will review the terms and provisions of this Code annually and make amendments as necessary. Any amendments will be distributed to all Employees of REMS, and each Employee must provide in writing their receipt, understanding, and acceptance of the changes.

 

  5. If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer.

General Principles

REMS is a fiduciary for its investment advisory clients. Because of this fiduciary relationship, it is generally improper for REMS or its employees to:

 

    use for their own benefit {or the benefit of anyone other than the client) information about REMS’s trading or recommendations for client accounts; or

 

    take advantage of investment opportunities that would otherwise be available for REMS’s clients.

Also, as a matter of business policy, REMS wants to avoid even the appearance that REMS, its employees or others receive any improper benefit from information about client trading or accounts or from our relationships with our clients or with the brokerage community.

REMS expects all Employees to comply with the spirit of the Code, as well as the specific rules contained in the Code.

REMS treats violations of this Code {including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, REMS may take disciplinary measures against you, including, without limitation, reducing compensation, demotion, requiring unwinding of the trade, requiring disgorgement of trading gains, suspending or terminating employment, or any combination of the foregoing.

 

Revised: July 1, 2015     31


Improper trading activity can constitute a violation of this Code. Nevertheless, you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts.

These terms have special meanings in this Code of Ethics:

Supervised Person - This term includes directors, officers, and partners of REMS, as well as any other person occupying a similar status or performing similar functions. REMS may also include in this category temporary workers, consultants, independent contractors and anyone else designated by the Chief Compliance Officer. For purposes of the Code, such ‘outside individuals’ will generally only be included in the definition of a supervised person if their duties include access to certain types of information, which would put them in a position of sufficient knowledge to necessitate their inclusion under the Code. The Chief Compliance Officer shall make the final determination as to which of these are considered supervised persons. The term “Employee” as used herein shall include Supervised Persons.

Employee - An Employee is (i) one who has access to nonpublic information regarding any client’s purchase or sale of securities, is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic, (ii) each member of the Family/Household {as defined below) of such person that is directly employed by REMS, and (iii) each person to whom such person contributes support.

Employee - For purposes of this Code, all Supervised Persons and Employees are collectively referred to as ‘Employees’.

Advisory Client - Any person to whom or entity to which REMS serves as an investment adviser, renders investment advice to or makes any investment decisions for a fee is considered to be a client.

Beneficial Ownership - Means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept.

Chief Compliance Officer - The person appointed by REMS as specified in Exhibit A or another person that has been designated to perform the functions of Chief Compliance Officer when the named Chief Compliance Officer is not available. For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by an executive officer of REMS, or alternate staff member, and shall be clearly denoted in REMS’s compliance files.

Securities - Anything that is considered a “security” under the Investment Company Act of 1940, except :

 

    Direct obligations of the U.S. Government.

 

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

 

    Shares of open-end investment companies that are registered under the Investment Company Act {mutual funds).

This is a very broad definition of security. If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the CCO.

 

Revised: July 1, 2015     32


Non-Reportable Securities - Specifically exempt from the definition of Securities are: treasury securities; bank certificates of deposits, commercial paper, etc.; money market fund shares; shares of open-end mutual funds that are not advised or sub-advised by REMS; and units of a unit investment trust if the UIT is invested exclusively in unaffiliated mutual funds.

Members of your Family/Household include :

 

    Your spouse or domestic partner {unless they do not live in the same household as you and you do not contribute in any way to their support).

 

    Your children under the age of 18.

 

    Your children who are 18 or older {unless they do not live in the same household as you and you do not contribute in any way to their support).

 

    Any of the people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, including adoptive relationships.

 

    Any of the above to whom you provide investment advice whether they live in the same household or not.

Comment - There are several reasons why this Code covers transactions in which members of Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that is supported financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person’s support. Second, members of a household could, in some circumstances, learn of information regarding REMS’s trading or recommendations for client accounts, and they must not be allowed to benefit from that information.

Guidelines for Professional Standards

 

    All Employees must at all times reflect the professional standards expected of those engaged in the investment advisory business, and shall act within the spirit and the letter of the federal, state and local laws and regulations pertaining to investment advisers and the general conduct of business. These standards require all personnel to be judicious, accurate, objective, and reasonable in dealing with both clients and other parties so that their personal integrity is unquestionable.

 

    All Employees are required to report any violation of the Code, by any person, to the Chief Compliance Officer or other appropriate person of REMS immediately. Such reports will be held in confidence.

 

    Employees must place the interests of Advisory Clients first. All Employees must scrupulously avoid serving their own personal interests ahead of the interests of REMS’s Advisory Clients. In addition, Employees must work diligently to ensure that no client is preferred over any other client.

 

    All Employees are naturally prohibited from engaging in any practice that defrauds or misleads any client or the Mutual Funds, or engaging in any manipulative or deceitful practice with respect to clients or securities or the Mutual Funds, employing any device, scheme or artifice to defraud the Mutual Fund or making any untrue statement of a material fact to the Mutual Funds or omitting to state a material fact necessary in order to make the statements made to the Mutual Funds, in light of the circumstances under which they are made, not misleading.

 

    No Employee may serve on the board of directors of any publicly traded company without prior written permission by the Chief Compliance Officer, or other appropriate personnel.

 

Revised: July 1, 2015     33


    Employees must conduct all personal securities transactions in full compliance with this Code. Doubtful situations always should be resolved in favor of Advisory Clients and in cooperation with the Chief Compliance Officer. Technical compliance with the Code’s provisions shall not automatically insulate from scrutiny any securities transactions or actions that could indicate a violation of REMS’s fiduciary duties.

 

    Personal transactions in securities by Employees must be accomplished to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of REMS’s clients. Likewise, Employees must avoid actions or activities that allow {or appear to allow) a person to profit or benefit from his or her position with REMS at the expense of clients, or that otherwise bring into question the person’s independence or judgment.

 

    REMS has adopted Insider Trading Policies, which set parameters for the establishment, maintenance, and enforcement of policies and procedures to detect and prevent the misuse of material non-public information.

 

    Employees are prohibited from accepting compensation for investment related services from outside sources without the specific prior written permission of the Chief Compliance Officer or other appropriate personnel.

 

    When any Employee faces a conflict or potential conflict between their personal interest and the interests of clients, they are required to immediately report the conflict to the Chief Compliance Officer for instruction regarding how to proceed.

 

    The recommendations and actions of REMS are confidential and private matters. Accordingly, we have adopted a Privacy Policy to prohibit the transmission, distribution, or communication of any information regarding securities transactions in client accounts or other non-public information, except to broker/dealers or other bona fide service providers in the ordinary course of business. In addition, no information obtained during the course of employment regarding particular securities {including internal reports and recommendations) may be transmitted, distributed, or communicated to anyone who is not affiliated with REMS, without the prior written approval of the Chief Compliance Officer.

 

    No Employee may solicit or accept gifts or gratuities from clients, brokers, vendors or other persons in connection with the employee’s activities at or on behalf of the Firm. Notwithstanding the foregoing general prohibition, an employee may accept gifts of a nominal value { i.e. , gifts whose reasonable value is no more than $250 in the form of promotional items such as pens, mugs, T-shirts, or similar items) and an employee may accept customary business meals, entertainment { e.g. , sporting events, concerts), and similar items in an amount of $500* without prior written approval from the Chief Compliance Officer. If an Employee receives any gift that might be prohibited under this Code, the Employee must return the gift and inform the CCO.

 

    No Employee may give on their own behalf or on behalf of REMS any gift which has a nominal value in excess of $250 ( i.e. , gifts whose reasonable value is no more than $250 in the form of promotional items such as pens, mugs, T-shirts, or similar items) or customary business meals, entertainment ( e.g. , sporting events, concerts), and similar items in an amount of $500 without prior written approval from the Chief Compliance Officer.

 

* The value of meals and entertainment over $500 will be evaluated as to reasonability based upon location, number of attendees and other relevant factors.

 

Revised: July 1, 2015     34


Personal Trading Policies

General Information

The following policies and procedures apply to all accounts owned or controlled by an Employee, those accounts owned or controlled by members of the Employee’s immediate family, including any relative by blood or marriage living in the same household, and any account in which the Employee has any beneficial interest, such as a trust account, certain investment pools in which you might participate, and certain accounts that others may be managing for you. These accounts are collectively referred to as “covered accounts.” Any account in question should be addressed with the Chief Compliance Officer immediately to determine if it is a covered account.

Reporting Requirements

The reports described below must be filed, even if you have no holdings, transactions, or accounts to list in the reports.

Copies of all reporting forms may be obtained from the Chief Compliance Officer.

 

  1. Initial Holdings Reports

No later than 10 calendar days after you become an employee {or within 10 days of the adoption of this Code if you were already an employee at the time of its adoption), you must file an Initial Holdings Report with the Chief Compliance Officer .

The Initial Holdings Report requires you to list all brokerage accounts and securities owned or controlled by you, or members of your Family/Household of which you may reasonably be assumed to have or should have knowledge of. It also requires you to list all brokers, dealers and banks where you maintained an account in which any security {not just Covered Securities) may be deemed to be in any way real estate related and is held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an employee {or on the date this Code was adopted, if you were already an employee on such date).

Each Employee shall instruct the broker of record for the covered account(s) to send duplicate confirmations and brokerage statements to REMS, c/o the Chief Compliance Officer. If the Employee does not have duplicate statements sent, copies must be provided to the CCO within 30 days of receipt. Each Employee must notify the Chief Compliance Officer of any updates or changes to his or her covered accounts within 10 days of such update or change.

The Initial Holdings Report also requires confirmation that you have read and understand this Code and that you understand that it applies to each Employee and members of their Family/Household.

Each Employee is responsible for notifying the CCO of any new accounts opened by the Employee or by a member of their Family/Household during the year which would meet the reporting requirements for the Initial Holdings Report and insure that the CCO is provided duplicate copies of confirmations and brokerage statements from the broker of record.

 

Revised: July 1, 2015     35


  2. Annual Certification

Each Employee must file an Annual Certification with the Chief Compliance Officer. The CCO shall forward the document to Employees. The certification must be signed and returned to the CCO within 10 days from receipt.

The Annual Certification requires the Employee to verify that the list of accounts previously provided to the CCO contains all accounts which may contain securities deemed to be in any way real estate related in which the Employee {or a member of their Family/Household) had Beneficial Ownership as of December 31 of the prior year of which you may reasonably be assumed to have or should have knowledge of.

The Annual Certification also requires confirmation that each Employee has read and understands this Code, has complied with its requirements, and understands that it applies to you and members of your Family/Household.

Review and Recordkeeping

 

  a) The Chief Compliance Officer shall review and compare all reported transactions with:

 

  i. the transactions of the Employee indicated on his or her confirmations and account statements; and

 

  ii. the transactions of clients of REMS.

 

  b) If the Chief Compliance Officer suspects that an Employee has violated these Procedures, the alleged violation shall be investigated, and, as a part of that investigation, the Employee shall have an opportunity to explain why the violation occurred or did not occur.

 

  c) If the Chief Compliance Officer concludes that an Employee has violated these Procedures, a report of such violation shall be submitted, including scope and results of the investigation of such violation, and a recommendation on what steps should be taken to address such violation, including recommending sanctions if warranted, to the chief executive officer of the Investment Adviser.

 

  d) After reviewing the report of the Chief Compliance Officer and any other relevant information, the chief executive officer and/or other officers designated to review violations of these Procedures, shall as he or she deems appropriate, impose a sanction, which may include a letter of censure, forfeiture of profits, suspension, and/or termination of employment.

 

  e) All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the board of directors of the Funds.

REMS reserves the right to require the employee to reverse, cancel or freeze, at the employee’s expense, any transaction or position in a specific security if REMS believes the transaction or position violates its policies or appears improper. REMS will keep all such information confidential except as required to enforce this policy or to participate in any investigation concerning violations of applicable law.

 

Revised: July 1, 2015     36


Exceptions from Reporting

{1) Permitted Exceptions

Purchases and sales of the following Securities are exempt from the restrictions:

 

  a) Certain Debt Instruments. Any transaction in the following:

 

  i. bankers’ acceptances,

 

  ii. bank certificates of deposit,

 

  iii. commercial paper,

 

  iv. repurchase agreements,

 

  v. securities that are direct obligations of U.S. Government, and

 

  vi. high quality short term debt instruments {generally any instrument that has a maturity at issuance of less 366 days and that is rated in one of the two highest ratings categories by Standard & Poor’s, Moody’s, Fitch IBCA or Duff & Phelps);

 

  b) No Knowledge or Control. Securities Transactions where the employee has no knowledge of the transaction before it is completed, or where the transaction is effected in an account over which such person has no direct or indirect influence or control {for example, Securities Transactions effected for an employee by a trustee of a blind trust, or discretionary trades involving an investment partnership or investment club, in connection with which the employee is neither consulted nor advised of the trade before it is executed);

 

  c) Certain Corporate Actions. Any acquisition of Securities through stock dividends, dividend reinvestments stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities;

 

  d) Mutual Funds. Any purchase or sales of a Security issued by any non-affiliated registered open-end investment companies {pre clearance is required for REMS Mutual Funds);

 

  e) Municipal Bonds;

 

  f) Sovereign Bonds;

 

  g) Futures on a broad-based securities index;

 

  h) The exercise of rights that were received pro rata with other security holders, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

 

  i) Other non-volitional events such as assignment of options or exercise of an option at expiration;

 

       and

 

  j) Commodities and Currency transactions {including commodity and currency futures

{2) Prohibited and Restricted Transactions

 

    Neither the Employee or any Family/Household member may acquire any Beneficial Ownership in any security {not just Covered Securities) in an initial public offering without first seeking written approval from the Chief Compliance Officer.

 

    Purchases and sales of restricted securities issued by public companies are generally prohibited, unless the Chief Compliance Officer determines that the contemplated transaction will raise no actual, potential, or apparent conflict of interest.

 

    Any Employee wishing to purchase or sell a security obtained through a private placement, including purchase of any interest in a hedge fund, must first seek approval by the Chief Compliance Officer. In addition, if an Employee who owns a security in a private company knows that REMS is about to engage in an IPO, she/he must disclose this information to the Chief Compliance Officer.

Case-by-Case Exemptions:

Because no written policy can provide for every possible contingency, the Chief Compliance Officer may consider granting additional exemptions from the Prohibitions on Trading on a case-by-case

 

Revised: July 1, 2015     37


basis. Any request for such consideration must be submitted by the Employee in writing to the Chief Compliance Officer. Exceptions will only be granted in those cases in which the Chief Compliance Officer determines that granting the request will create no actual, potential, or apparent conflict of interest.

Pre-clearance:

With respect to real estate related securities and transactions of Fund shares, the Employee and members of their Family/Household are prohibited from engaging in any transaction for any account in which the Employee or a Family/Household member has any Beneficial Ownership, unless you obtain, in advance of the transaction, pre-clearance for that transaction. Pre-clearance is obtained by first completing and signing the Pre Clearance Form. {A copy of the Pre-Clearance Form can be obtained from the Chief Compliance Officer.) The Pre-Clearance Form is then submitted to the Chief Compliance Officer for pre-clearance. Reasons supporting the acquisition of any limited offering or IPO must be stated in the Pre-Clearance form.

If pre-clearance is obtained, the approval is valid for the day on which it is granted and the immediately following business day. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before execution of the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Security if REMS has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).

The pre-clearance requirements do not apply to the following categories of transactions:

 

    Transactions in Securities issued or guaranteed by any national government, that is a member of the Organization for Economic Cooperation and Development, or any agency, or authority thereof.

 

    Transactions that occur by operation of law or under any other circumstance in which neither the Employee nor any Family/Household member exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

 

    Purchases of Securities pursuant to an automatic dividend reinvestment plan.

 

    Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Securities held by the Employee {or Family/Household member) and received from the issuer.

Blackout Period:

The blackout period described below applies to employees of REMS who are most likely to have access to information about which securities will be purchased or sold on behalf of client accounts. It is designed to prevent front running and various other activities that create conflicts with the interests of clients.

No Employee {including any member of the Family/Household of such Employee) may purchase or sell any Covered Security which may be deemed to be in any way real estate related within the two calendar days immediately before or after a calendar day on which any client account managed by REMS purchases or sells that Covered Security {or any closely related security, such as an option or a related convertible or exchangeable security), unless the Employee had no actual knowledge that the Covered Security {or any closely related security) was being considered for purchase or sale or was in fact purchased or sold for any client account. Note that the total blackout period is 5 days {the day of the client trade, plus two days before and two days after).

 

Revised: July 1, 2015     38


REMS recognizes that certain situations may occur entirely in good faith and will not take disciplinary measures in such instances if it appears that the Employee acted in good faith and in the best interests of REMS’s clients. The above notes are not intended to specify instances of compliance and non-compliance with the Blackout Period restrictions, but rather are provided for clarification purposes to help ensure that any apparent or real conflicts that may arise between compliance with the Blackout Period and the pursuit of clients’ interests are always resolved in favor of the clients’ interests.

The blackout requirements do not apply to the following categories of transactions:

 

    Transactions that occur by operation of law or under any other circumstance in which neither the Employee nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

 

    Purchases of Securities pursuant to an automatic dividend reinvestment plan.

 

    Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Securities held by the Employee {or Family/Household member) and received by the Employee {or Family/Household member) from the issuer.

Insider Trading

The purpose of these policies and procedures {the “Insider Trading Policies”) is to educate Employees regarding insider trading, and to detect and prevent insider trading by any person associated with REMS. The term “insider trading” is not defined in the securities laws, but generally, it refers to the use of material, non-public information to trade in securities or the communication of material, non-public information to others.

Prohibited Activities

All Employees of REMS, including contract, temporary, or part-time personnel, or any other person associated with REMS are prohibited from the following activities:

 

  a) trading or recommending trading in securities for any account {personal or client) while in possession of material, non-public information about the issuer of the securities; or

 

  b) communicating material, non-public information about the issuer of any securities to any other person.

The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.

Reporting of Material, Non-Public Information

Any Employee who possesses or believes that she/he may possess material, non-public information about any issuer of securities must report the matter immediately to the Chief Compliance Officer. The Chief Compliance Officer will review the matter and provide further instructions regarding appropriate handling of the information to the reporting individual.

 

Revised: July 1, 2015     39


Definitions

Material Information. “Material information” generally includes:

 

    any information that a reasonable investor would likely consider important in making his or her investment decision; or

 

    any information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Non-Public Information. Information is “non-public” until it has been effectively communicated to the market and the market has had time to “absorb” the information. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public.

Insider Trading . While the law concerning “insider trading” is not static, it generally prohibits: {1) trading by an insider while in possession of material, non-public information; {2) trading by non-insiders while in possession of material, non-public information, where the information was either disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; and {3) communicating material, non-public information to others.

Insiders. The concept of “insider” is broad, and includes all Employees of a company. In addition, any person may be a temporary insider if she/he enters into a special, confidential relationship with a company in the conduct of a company’s affairs and as a result has access to information solely for use in REMS’s business purposes. Any person associated with the Adviser may become a temporary insider for a company it advises or for which it performs other services. Temporary insiders may also include the following: a company’s attorneys, accountants, consultants, bank lending officers and the employees of such organizations.

Penalties for Insider Trading

The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. An Employee may be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include:

 

    civil injunctions

 

    jail sentences

 

    revocation of applicable securities-related registrations and licenses

 

    fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

 

    fines for the Employee or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, REMS’s management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.

 

Revised: July 1, 2015     40


Sanctions

All disciplinary responses to violations of the Code shall be recommended by the Chief Compliance Officer to the Managing Director of REMS for approval and administration. Determinations regarding appropriate disciplinary responses will be administered on a case-by-case basis.

Certification

Upon REMS’s adoption of this Code and annually thereafter, all Employees are required to certify in writing his or her understanding and continuing acceptance of, as well as agreement to abide by, the guidelines and polices set forth herein. Additionally, any change or modification to the Code will be distributed to all Employees and they will be required to certify in writing their receipt, understanding, and acceptance of the change(s).

Political and Charitable Contributions

Employees making political contributions of more than $150.00, in cash or services, must report each such contribution to the CCO, who will compile and report thereon as required under relevant regulations. In accordance with Rule 206(4)-5 under the Investment Advisers Act of 1940:

 

    Where REMS and/or its Employees have made a political contribution of more than $150.00 to an elected official of a state or local government entity who is in a position to influence the selection of REMS for government contracts, REMS and its Employees will be prohibited from providing advisory services, for compensation (either directly or through a pooled investment vehicle) to that government entity for two years.

 

    REMS and/or its Employees are prohibited from soliciting or coordinating campaign contributions from others – a practice referred to as “bundling” – for an elected official who is in a position to influence the selection of REMS. REMS and/or its Employees are also prohibited from the solicitation and coordination of payments to political parties in the state or locality where REMS is seeking business.

 

    REMS and/or its Employees are prohibited from paying a third party, such as a solicitor or placement agent, to solicit a government client on behalf of REMS, unless that third party is an SEC-registered investment adviser or broker-dealer subject to the restrictions under Rule 206{4)-5 under the Investment Advisers Act of 1940.

Service on a Board of Directors

Employees shall not serve on the board of directors of publicly traded companies without the prior authorization of the CCO. Any such approval may only be made if it is determined that such board service will be consistent with the interests of the clients and of REMS, and that such person serving as a director will be isolated from those making investment decisions with respect to such company by appropriate procedures. A director of a private company may be required to resign, either immediately or at the end of the current term, if REMS goes public during his or her term as director.

Reporting Violations

Employees must report known or suspected violations of REMS’s Code of Ethics promptly to the CCO. If the CCO is involved in the violation or is unreachable, Employees may report directly to REMS’s Management. All reports of violations will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Persons may report violations of the Code of Ethics on an anonymous basis. Examples of violations that must be reported are (but are not limited to):

 

    noncompliance with applicable laws, rules, and regulations;

 

Revised: July 1, 2015     41


    fraud or illegal acts involving any aspect of REMS’s business;

 

    material misstatements in regulatory filings, internal books and records, clients records or reports;

 

    activity that is harmful to clients, including fund shareholders; and deviations from required controls and procedures that safeguard clients and REMS.

No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Code of Ethics or a violation of any of REMS’ policies or procedures.

Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

In addition to the above code of ethics, REMS Group, LLC and its employees are subject to the Code of Ethics for the Funds and will comply with all provisions of said code.

 

Revised: July 1, 2015     42


CODE OF ETHICS FORMS

Personal Securities Pre-Clearance Form

REMS GROUP, LLC

PRE-CLEARANCE OF SECURITIES TRANSACTION

 

Date   
Name   
Security    Symbol

Approximate Number of Shares

Approximate Principal Amount

 

     Buy              Sell (Check One)
¨    Approved
¨    Not Approved

Comments:

 

 

   Authorized Signature   
Date of Response:  

 

 

Revised: July 1, 2015     43


Agreement to Abide by Code of Ethics

This agreement is entered into by and between Real Estate Management Services Group, LLC {the “Company”) and the employee or other access person whose name and signature is represented below:

By signing this agreement, I acknowledge that:

 

1. I have received a copy of REMS’ Code of Ethics;

 

2. I have read and understand the information contained in the Code of Ethics; and,

 

3. I will abide by the Code of Ethics and any subsequent amendments thereto.

To meet the disclosure requirements of SEC Rule 206{4)-4 under the Advisers Act, I further certify that I have disclosed all legal and disciplinary events for which I am, or have been, personally involved, including information regarding any actions or fines by any Self-Regulatory Organization.

To comply with the personal securities transactions reporting policy and REMS’ Code of Ethics, I further certify that I have directed each known broker from whom real estate security related transactions may occur to send to REMS Group, LLC’s designated Chief Compliance Officer duplicate copies of all periodic statements relating to these accounts and have complied with the reporting requirements of the policy and code of ethics.

 

 

   

 

 
Employee or Other Access Person – Please Print     Date  

 

  Signature    

 

Revised: July 1, 2015     44


Initial Holdings Form

 

To: Chief Compliance Officer, Real Estate Management Services Group, LLC

 

From:

 

 

  

{Access Person/Associate)

NOTE: IN LIEU OF THIS REPORT, YOU MAY SUBMIT DUPLICATE COPIES OF YOUR CURRENT BROKERAGE STATEMENTS

Re: Report of Personal Securities Holdings:

As of             , 201    , I hold the following securities which may be deemed to be real estate related:

 

Date

   Security Bought/Sold    # Shares    Price    Broker
           
           
           

[Use additional sheet if necessary]

As of             , 201    , I do not have any direct or indirect Beneficial Ownership in any securities. Beneficial interest is understood to mean securities transactions in the accounts of my spouse, minor children, or other family members residing in my household. However, I agree to promptly notify Real Estate Management Services Group, LLC’s designated Chief Compliance Officer if I open such an account so long as I am employed by Real Estate Management Services Group, LLC.

 

Signed:   Date:  

 

 
Report reviewed by:   Date:  

 

 

 

Revised: July 1, 2015     45


Annual Certification of Compliance

With Real Estate Management Services Group, LLC’s

Personal Securities Transactions Disclosure and Code of Ethics

I certify that during the year ended as of the date written below, in accordance with Real Estate Management Services Group, LLC’s policies and procedures on Personal Securities Transactions and REMS’ Code of Ethics dated                     :

 

1. I have fully disclosed all securities holdings which may be deemed to be in any way real estate related in which I have, or a member of my immediate family has, a beneficial interest by providing duplicate statements to the CCO.

 

2. I have obtained pre-clearance where necessary for all securities transactions in which I have, or an immediate member of my family has, a beneficial interest except for transactions exempt from pre-clearance or for which I have received an exception in writing from the Chief Compliance Officer.

 

3. I verify that the attached list contains all accounts required to be reported by REMS Groups’ Policies and Procedures.

 

4. I have complied with the Code of Ethics in all other respects.

 

 

Signature  

 

Print Name  
Dated:             , 201    

 

Revised: July 1, 2015     46

C ONESTOGA C APITAL A DVISORS , LLC

Code of Ethics

 

 

 

1. GOVERNING STANDARDS

This Code of Ethics (the “Code”) has been adopted by Conestoga Capital Advisors, LLC (“CCA”), the Conestoga Small Cap Fund and Conestoga SMid Cap Fund (“the Funds”) to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”). The Code, which has been designed to identify potential conflicts of interests that may exist when employees execute transactions on behalf of their personal accounts or those over which they maintain beneficial ownership, contains procedures that have been reasonably designed to prevent and detect fraudulent, deceptive or manipulative acts by Access Persons (as defined below) of CCA and the Funds.

 

2. GENERAL PRINCIPLES :

At all times, CCA and its officers, directors, partners, and employees must comply with the spirit and the letter of the Federal Securities Laws and the rules governing the capital markets. The CCO administers the Code. All questions regarding the Code should be directed to the CCO. All officers, directors, partners, and employees must cooperate to the fullest extent reasonably requested by the CCO to enable (i) CCA to comply with all applicable Federal Securities Laws and (ii) the CCO to discharge his duties under the Manual.

CCA requires that all officers, directors, partners, and employees act with integrity, competence, dignity and in an ethical manner when dealing with the public, clients, prospects, third-party service providers, employers and fellow employees. It is the explicit policy of CCA that officers, directors, partners, and employees should at all times:

 

  A. place the interest of their clients first;

 

  B. conduct all personal securities transactions in a manner consistent with the Code of Ethics;

 

  C. avoid any actual or potential conflict of interest or any abuse of the individual’s position of trust and responsibility; and

 

  D. adhere to the fundamental standard that CCA personnel should not take inappropriate advantage of their positions.

 

3. DEFINITIONS

Access Person means any director, officer, trustee, general partner, managing member, or Advisory Person (as defined below) of CCA.

Advisory Person means (1) any employee of CCA (or of any company in a control relationship to CCA) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security (as defined in this Code) by any CCA Client (including the Funds), or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to CCA who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of a security by the Funds.

 

Page 1


Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is subject to the provision of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect “pecuniary interest” (i.e., some economic benefit) from the ownership of a security. It also includes securities held by members of an Access Person’s immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.

Chief Compliance Officer means, with respect to CCA, that person who is responsible for the development of CCA’s supervisory procedures, for the prevention and detection of insider trading, and for monitoring Access Person’s reporting and certification requirements. At the current time, Duane R. D’Orazio has been appointed by CCA as Chief Compliance Officer (“CCO”).

Control has the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25 percent of the voting securities of any company shall be presumed not to control such company.

Covered Security shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, and generally includes all securities, whether publicly or privately traded, and any option, future, forward contract or other obligation involving a security or index thereof, including an instrument whose value is derived or based on any of the above (i.e., a derivative). The term Covered Security also includes any separate security, which is convertible into or exchangeable for, or which confers a right to purchase such security. A Covered Security does not include: (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies (i.e., mutual funds), except that the Funds shall be considered a Covered Security for the purpose of this Code of Ethics, or (d) such other securities as may be excepted under the provisions of Rule 17j-1.

Funds mean any investment companies registered under the 1940 Act that are advised by CCA, including the Conestoga Small Cap Fund and Conestoga SMid Cap Fund.

Independent Director means a director of CCA or the Funds who is not an “interested person” of CCA or the Funds within the meaning of Section 2(a)(19) of the 1940 Act.

Interested Director means a director of CCA or the Funds who is an “interested person” of CCA or the Funds within the meaning of Section 2(a)(19) of the 1940 Act.

Non-Covered Security shall mean those securities not included in the definition of a Covered Security, such as: (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (c) shares of registered open-end investment companies (i.e., mutual funds) other than the Funds, or (d) such other securities as may be excepted under the provisions of Rule 17j-1.

 

Page 2


Portfolio Manager means an employee of CCA who is primarily responsible for the day-to-day management of CCA’s Client portfolios.

Purchase or Sale for purposes of this Code and each Appendix hereto includes, among other things, the writing of an option to purchase or sell a security.

Review Officer means, with respect to the pre-clearance of all Access Persons’ personal securities transactions, Head Trader, or in his absence, the Managing Partner-Research.

A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 (“Securities Act”) pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.

An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act.

A security held or to be acquired means: (1) any security which, within the most recent 15 days: (a) is or has been held by CCA’s Clients; or (b) is or has been considered by CCA or the Funds for purchase by CCA’s Clients; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a security described in clause (1) above.

 

4. LEGAL REQUIREMENTS

Rule 17j-1 under the 1940 Act makes it unlawful for CCA, as investment adviser to the Funds, or any affiliated person of CCA in connection with the purchase or sale by such person of a security held or to be acquired by the Funds:

 

  A. To employ any device, scheme or artifice to defraud the Funds;

 

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

 

  C. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client portfolio or the Funds; or

 

  D. To engage in any manipulative practice with respect to a client portfolio or the Funds.

 

5. SUBSTANTIVE RESTRICTIONS

 

  A. Blackout Period & Inappropriate Advantage . The price paid or received by the CCA client (including the Funds) for any investment should not be affected by a buying or selling interest on the part of an Access Person, or otherwise result in an inappropriate advantage to the Access Person. Thus, to that end:

 

  1. No Access Person shall enter an order for the purchase or sale of a Covered Security on the day during which a CCA Client has a pending buy or sell order in that same Covered Security or in the 15 days following the day in which the CCA Client’s order is executed or withdrawn. Such personal transactions will not be pre-cleared. CCA shall maintain a Restriction List that tracks Client transactions to monitor this restriction period.

 

Page 3


  2. In order for an Access Person to buy or sell a Covered Security, the CCO must determine that it is clear that, in view of the nature of the investment and the market for such investment, the order of the Access Person will not affect the price paid or received by a CCA Client.

 

  3. No Access Person shall enter an order in any related personal account for the purchase or sale of a security that a CCA Client is considered an insider.

 

  B. Disclosure of Interested Transactions. No Access Person shall recommend any transactions with respect to a Covered Security by a CCA Client without first disclosing his or her interest, if any, in such Covered Securities or the issuer thereof, including without limitation:

 

  1. Any direct or indirect Beneficial Ownership of any Covered Securities of such issuer;

 

  2. Any contemplated transaction by such Access Person in such Covered Securities;

 

  3. Any position with the issuer of the Covered Securities or its affiliates; and

 

  4. Any present or proposed business relationship between the issuer of the Covered Securities or its affiliates and such Access Person or any entity in which such Access Person has a significant interest.

 

  C. Initial Public Offerings (“IPOs”). No Access Person shall acquire, directly or indirectly, any Beneficial Ownership in any IPO with respect to any security without first obtaining prior approval of the CCO in order to preclude any possibility of their profiting improperly from their positions on behalf of a CCA Client. The CCO shall (a) obtain from such Access Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person’s activities on behalf of a CCA Client; and (b) conclude, after consultation with a Portfolio Manager(s) (who has no personal interest in the issuer of the IPO) of the relevant CCA Clients that might be eligible to receive the IPO, that no CCA Client has a foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions shall be kept as required in Section 9.F.

 

  D. Limited Offerings . No Access Person shall acquire, directly or indirectly, Beneficial Ownership of any security in a Limited Offering without first obtaining the prior written approval of CCA’s CCO, which CCO: (a) has been provided by such Access Person with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person’s activities on behalf of a CCA Client, and (b) has concluded, after consultation with a Portfolio Manager(s) (who has no personal interest in the issuer involved in the private placement) of the relevant CCA Clients that might be eligible to receive the Limited Offering, that no CCA Client has a foreseeable interest in purchasing such security. A record of such approval by the CCO and the reasons supporting those decisions must be kept as required in Section 9.F.

 

  E. Watch List. CCA’s investment management personnel will maintain a Watch List of Covered Securities that CCA is actively evaluating for purchase or sale in Client accounts, including the Funds, or about which CCA might have received Material Non-Public Information. Personal transactions in Covered Securities that are associated with any issuers on the Watch List will not be pre-cleared. The Watch List will be maintained at CCA’s office in Wayne, PA, and updated as necessary, by the CCO. CCA will retain copies of all Watch Lists and their effective dates.

 

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  F. Short-Term Trading Ban . Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of any security within thirty (30) calendar days, whether or not the security is also held by a CCA Client. 1 This provision is designed to prohibit potential scalping and front running and to minimize the possibility that an Access Person will attempt to capitalize inappropriately on the market impact of trades in securities that may be held by CCA Clients. Any profits realized by an Access Person on any inadvertent short-term trades may be required to be disgorged after review by the CCO.

 

  G. Acceptance or Giving of Gifts and Entertainment. Access Persons must not accept or give gifts and entertainment of more than a de minimus value (currently $250 or less) from any entity doing business with or on behalf of the Funds or CCA, unless pre-approved by the CCO.

 

  H. Service on Boards . Access Persons shall not serve on the boards of directors of publicly traded companies, or in any similar capacity, absent the prior approval of such service by the CCO following the receipt of a written request for such approval. Approval by the CCO shall only be granted after a determination has been made that an Access Person’s board service would be consistent with the interests of CCA’s Clients and the Funds shareholders. In the event such a request is approved, procedures shall be developed to avoid potential conflicts of interest and language will be added to CCA’s disclosure brochure regarding such conflicts. Three examples of potential conflicts of interest regarding such service: (1) conflicting fiduciary duties to the company and to CCA’s Clients and Fund shareholders that have invested in the company; (2) the receipt of options or other rights with respect to securities of the company that might influence investment decisions concerning CCA’s Clients; and (3) the receipt of material, nonpublic information about the company.

 

6. EXEMPTIONS

The restrictions noted above shall not apply to the following transactions unless the CCO determines that such transactions violate the provisions enumerated in Section 2 of this Code:

 

  A. purchases, sales or other transactions effected in any account over which an Access Person has no direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the Employee, accounts of family members outside of the immediate family would not be subject to review;

 

  B. purchases that are part of an automatic dividend reinvestment plan (DRIP);

From time to time, CCA’s CCO may exempt certain transactions from the restrictions noted above on a trade-by-trade basis after careful review and consideration of the particular situation. A record of any exceptions to CCA’s Substantive Restrictions noted above shall be properly documented by the CCO.

 

7. PROCEDURES

 

  A. Pre-Clearance . All Access Persons are required to obtain pre-approval to place a personal securities transaction for a Covered Security from CCA’s Review Officer via MyComplianceOffice. CCA’s primary Review Officer is John E. Schipper (“Schipper”), or in his absence, Duane R. D’Orazio (“D’Orazio”). Schipper is responsible for pre-approving D’Orazio’s

 

1  

In the event of a financial hardship, an employee may provide supporting documentation to request approval from the CCO to sell a security within the thirty (30) day holding period.

 

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  transactions and vice-versa. Once pre-approval is granted to an Access Person, such Access Person may only transact in that security for the remainder of the day. If the Access Person wishes to transact in that security the following day, they must again obtain pre-approval from the Review Officer.

 

  B. Reporting . In order to provide CCA with information to enable it to determine with reasonable assurance whether the provisions of Rule 17j-1 of the 1940 Act and Rule 204A-1 of the Advisers Act are being observed by its Access Persons, each Access Person of CCA shall submit the following reports in the forms attached hereto as Exhibits C-F or through MyComplianceOffice to the CCO showing all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership except for exempt transactions listed in Section 6 above.

An Independent Director of CCA or the Funds, who would be required to make a report solely by reason of being a Fund director, need not make an initial holdings report under paragraph (d)(1)(i) of Rule 17j-1 and an annual holdings report under paragraph (d)(1)(iii) of Rule 17j-1. Additionally, an Independent Director need not make a quarterly transaction report under paragraph (d)(1)(ii) of this Rule 17j-1, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Covered Security, the Funds purchased or sold the Covered Security, or the Funds or its investment adviser considered purchasing or selling the Covered Security.

 

  1. Initial Holdings Report . Via MyComplianceOffice), every Access Person must report to the CCO no later than ten (10) days after that person becomes an Access Person, the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person): (a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person; (b) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities, including Covered Securities, held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and (c) the date the report is submitted by the Access Person.

 

  2. Quarterly Transaction Reports . Quarterly personal securities transaction reports shall be submitted by Access Persons on the form provided in Exhibit A (or via MyComplianceOffice) not later than ten (10) days after the end of the most recent calendar quarter in which a transaction was effected. No such periodic report needs to be made if information contained in duplicate broker trade confirmations or account statements of the Access Person are received by the CCO no later than thirty (30) days after the end of each calendar quarter and/or if CCA maintains all of an Access Person’s personal trading information in other of its required books and records (i.e., securities transaction journal).

The quarterly transaction reports shall contain at least the following information for each transaction in a Covered Security in which the Access Person had any direct or indirect beneficial ownership: (a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved; (b) the nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition); (c) the price of the Covered Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted. Access Persons shall be reminded that they must

 

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also report transactions by members of the Access Person’s immediate family including spouse, children and other members of the household in accounts over which the Access Person has direct or indirect influence or control.

On a quarterly basis Access Persons must also disclose, through MyComplianceOffice, the name of any account established by the Access Person during the quarter in which any securities, including Covered Securities, were held for the direct or indirect benefit of the Access Person and include: (a) the name of the broker, dealer or bank with whom the Access Person established the account; (b) the date the account was established; and (c) the date that the report is submitted by the Access Person.

 

  3. Annual Holdings Report . On an annual basis, Access Persons shall report the following information in MyComplianceOffice (which information must be current as of a date no more than 45 days before the report is submitted): (a) the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and (c) the date that the report is submitted.

 

  C. Notification; Annual Certification . The CCO shall notify each Access Person of CCA who may be required to make reports pursuant to this Code, that such person is subject to reporting requirements and shall deliver a copy of this Code to each such person. The CCO shall annually obtain written assurances in MyComplianceOffice from each Access Person that he or she is aware of his or her obligations under this Code and has complied with the Code and with its reporting requirements. The annual certification shall be completed online through MyComplianceOffice within ten (10) days after calendar year end.

 

  D. Duplicate Copies . A form brokerage letter is attached to this Code as Exhibit B. In order to help ensure that duplicate brokerage confirmations are received for all accounts pertaining to a particular Access Person, such Access Person may complete and send a brokerage letter similar to Exhibit B to each bank, broker or dealer maintaining an account on behalf of the Access Person.

 

  E. Disclaimer of Beneficial Ownership . Any report under this Section 7 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

 

8. REPORTING VIOLATIONS

Improper actions by CCA or its Access Persons could have severe negative consequences for CCA, its Clients, and its Access Persons. Impropriety, or even the appearance of impropriety, could negatively impact all Access Persons, including people who had no involvement in the problematic activities.

Access Persons must promptly report any improper or suspicious activities, including any suspected violations of the Code , to the CCO. Issues can be reported to the CCO in person, or by telephone, email, or written letter. Reports of potential issues may be made anonymously. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to CCA’s management on the matter. Any problems identified during the review will be addressed in ways that reflect CCA’s fiduciary duty to its Clients.

 

Page 7


An Access Person’s identification of a material compliance issue will be viewed favorably by the CCA’s management. Retaliation against any Access Person who reports a violation of the Code in good faith is strictly prohibited and will be cause for corrective action, up to and including dismissal. If an Access Person believes that he or she has been retaliated against, he or she should notify a Managing Partner directly.

 

9. REVIEW AND ENFORCEMENT

 

  A. Report Review .

 

  1. The CCO shall review the reports required by Section 7 for compliance with this Code. The Section 7 reports of the CCO will be reviewed by another Managing Partner. The CCO shall keep all reports confidential except as disclosure thereof to CCA or the Funds’ Board of Directors, Regulators, or other appropriate persons may be reasonable and necessary to accomplish the purposes of this Code.

 

  2. If the CCO determines that a violation of the Code may have occurred, before making a final determination that a material violation has been committed by an individual, the CCO may give such person an opportunity to supply additional information regarding the matter in question.

 

  B. Enforcement .

 

  1. If any violation of this Code is determined to have occurred, the Compliance Officer may impose sanctions and take such other actions as he or she deems appropriate, including, among other things, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable CCA Client or Fund’s shareholders or given to a charity, as the CCO shall determine is appropriate.

 

  2. If the CCO determines that a material violation of this Code has occurred, he shall promptly report the violation and any enforcement action taken to CCA’s management. If management determines that the material violation may involve a fraudulent, deceptive or manipulative act, CCA will report its findings to the Fund’s Board pursuant to Rule 17j-1.

 

  3. No person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself or herself.

 

  C. Reporting to Board . At least annually, CCA shall furnish to the Fund’s Board a written report that: (a) describes any issues arising under the Code or procedures since the last report to the Fund’s Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and (b) certifies in the form provided in Exhibit I that CCA has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

Page 8


9. RECORDS

CCA shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of the Securities and Exchange Commission or the Fund’s Board.

 

  A. A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

 

  B. A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs, the first two years in an appropriate office of CCA;

 

  C. A copy of each report made pursuant to this Code by an Access Person, including any information provided in lieu of reports, shall be preserved by CCA for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

 

  D. A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

 

  E. A copy of each report under Section 8.C. of this Code to the Fund’s Board shall be preserved by CCA for at least five years after the end of the fiscal year in which the record is made, the first two years in an easily accessible place; and

 

  F. CCA shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of securities under Section 5.C. and 5.D. of this Code for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

 

  G. Any other information as may be required by Rule 17j-1(f) under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940.

 

10. CONFIDENTIALITY

All reports of securities transactions and any other information filed with CCA pursuant to this Code shall be treated as confidential, except that the same may be disclosed to CCA management, the Fund’s Board, any regulatory or self-regulatory authority or agency upon its request, or as required by law or court or administrative order.

 

11. AMENDMENT

CCA may, from time to time, amend this Code, and/or adopt such interpretations of this Code as it deems appropriate provided, however, the Conestoga Fund’s Board, including a majority of the Independent Directors must approve any material change to this Code within six (6) months after adoption of the change.

 

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LOOMIS, SAYLES & CO., L.P.

Code of Ethics

Policy on Personal Trading and

Related Activities

by Loomis Sayles Personnel

EFFECTIVE:

January 14, 2000

AS AMENDED:

September 30, 2015

 

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Table of Contents

 

1.  

INTRODUCTION

     3   
2.  

STATEMENT OF GENERAL PRINCIPLES

     3   
3.  

A FEW KEY TERMS

     4   
3.1.  

Covered Security

     4   
3.2.  

Beneficial Ownership

     5   
3.3.  

Investment Control

     6   
3.4.  

Maintaining Personal Accounts

     7   
4.  

SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

     8   
4.1.  

Pre-clearance

     8   
4.2.  

Good Until Canceled and Limit Orders

     9   
4.3.  

Short Term Trading Profits

     9   
4.4.  

Restrictions on Round Trip Transactions in Loomis Advised Funds

     10   
4.5.  

Derivatives

     10   
4.6.  

Short Sales

     11   
4.7.  

Competing with Client Trades

     11   
4.8.  

Large Cap/De Minimis Exemption

     11   
4.9.  

Investment Person Seven-Day Blackout Rule

     12   
4.10.  

Research Recommendations

     13   
4.11.  

Initial Public Offerings

     14   
4.12.  

Private Placement Transactions

     14   
4.13.  

Insider Trading

     15   
4.14.  

Restricted and Concentration List

     16   
4.15.  

Loomis Sayles Hedge Funds

     16   
4.16.  

Exemptions Granted by the Chief Compliance Officer

     17   
5.  

PROHIBITED OR RESTRICTED ACTIVITIES

     17   
5.1.  

Public Company Board Service and Other Affiliations

     17   
5.2.  

Participation in Investment Clubs and Private Pooled Vehicles

     18   
6.  

REPORTING REQUIREMENTS

     18   
6.1.  

Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code

     18   
6.2.  

Brokerage Confirmations and Brokerage Account Statements

     19   
6.3.  

Quarterly Transaction Reporting and Account Disclosure

     19   
6.4.  

Annual Reporting

     20   
6.5.  

Review of Reports by Chief Compliance Officer

     21   
6.6.  

Internal Reporting of Violations to the Chief Compliance Officer

     21   
7.  

SANCTIONS

     21   
8.  

RECORDKEEPING REQUIREMENTS

     22   
9.  

MISCELLANEOUS

     23   
9.1.  

Confidentiality

     23   
9.2.  

Disclosure of Client Trading Knowledge

     23   
9.3.  

Notice to Access Persons, Investment Persons and Research Analysts as to Code Status

     23   
9.4.  

Notice to Personal Trading Compliance of Engagement of Independent Contractors

     23   
9.5.  

Questions and Educational Materials

     24   

 

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LOOMIS, SAYLES & CO., L.P.

Code of Ethics

Policy on Personal Trading and

Related Activities

 

1. INTRODUCTION

This Code of Ethics (“Code”) has been adopted by Loomis, Sayles & Co., L.P. (“Loomis Sayles”) to govern certain conduct of Loomis Sayles’ Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons’ family members and others in a similar relationship to them.

The policies in this Code reflect Loomis Sayles’ desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.

 

2. STATEMENT OF GENERAL PRINCIPLES

It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons ) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles’ clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws . The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.

Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles’ clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.

Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Person’s failure to file required reports, by making inaccurate or misleading reports or statements concerning trading activity, or by opening an account with a non- Select Broker without proper approval as set forth in the Code.

 

- 3 -


It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles’ clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles’ fiduciary duty to any of its clients.

You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance .

Personal Trading Compliance , the Chief Compliance Officer and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.

 

3. A FEW KEY TERMS

Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms “ Covered Security ”, “ Beneficial Ownership ” and “ Investment Control ” as used in the Code.

 

  3.1. Covered Security

This Code generally relates to transactions in and ownership of an investment that is a Covered Security . Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs), any derivative, instrument representing, or any rights relating to, a Covered Security , and any closely related security (such as certificates of participation, depository receipts, collateral–trust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.

Additionally, the shares of any investment company registered under the Investment Company Act that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate (“ Reportable Funds ”) are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include any open-ended or closed-end funds advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firm’s intranet site under the Legal and Compliance page.

 

Explanatory Note: While the definition of Reportable Funds encompasses funds that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds advised or sub-advised by Loomis Sayles (“Loomis Advised Fund”) are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction restrictions). Please refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds that are subject to reporting only under the Code (all Reportable Funds ) and those that are subject to both reporting and the aforementioned trading restrictions (Loomis Advised Funds).

 

- 4 -


Shares of exchange traded funds (“ETFs”) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period), including options on such underlying ETFs, and the underlying index of the ETF, are exempt from certain provisions of the Code (“ Exempt ETFs ”). A current list of Exempt ETFs is attached as Exhibit Two and will be maintained on the firm’s intranet site under the Legal and Compliance page.

 

  Explanatory Note: Broad based open-ended ETFs are determined by Personal Trading Compliance using Bloomberg data.

All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of Reportable Funds and Exempt ETFs are subject to change, it is ultimately the responsibility of all Access Persons to review these lists which can be found in Exhibit(s) One and Two , prior to making an investment in a Reportable Fund or ETF.

It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.12 and 5.2.

Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.

 

  3.2. Beneficial Ownership

The Code governs any Covered Security in which an Access Person has any direct or indirect “ Beneficial Ownership .” Beneficial Ownership for purposes of the Code means a direct or indirect “pecuniary interest” that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Covered Security . The term “pecuniary interest” in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (“SEC”) rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:

 

    ownership of a Covered Security by your spouse or minor children;

 

    ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons;

 

    ownership of a Covered Security by your other family members sharing your household (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law);

 

    your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control;

 

- 5 -


    your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities;

 

    your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and

 

    your right to acquire a Covered Security through the exercise or conversion of a “derivative Covered Security .”

In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security , including Reportable Funds, along with any account that holds or can hold a Covered Security , including Reportable Funds , in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.

 

Explanatory Note: All accounts that hold or can hold a Covered Security in which an Access Person has Beneficial Ownership are subject to the Code (such accounts include, but are not limited to, personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs, etc).

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

 

  3.3. Investment Control

The Code governs any Covered Security in which an Access Person has direct or indirect “ Investment Control .” The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security .

You should know that you are presumed under the Code to have Investment Control as a result of having:

 

    Investment Control (sole or shared) over your personal brokerage account(s);

 

    Investment Control (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouse’s assets (subject to the approval of the Chief Compliance Officer );

 

    Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance;

 

    Involvement in an Investment Club;

 

    Trustee power over an account(s); and

 

    The existence and/or exercise of a power of attorney over an account.

 

- 6 -


Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

 

  3.4. Maintaining Personal Accounts

All Access Persons who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required to maintain such accounts at one of the following firms: Ameriprise, Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, E*TRADE, Fidelity Investments, Morgan Stanley Smith Barney, TD Ameritrade, Scottrade, UBS, Vanguard, or Wells Fargo (collectively, the “ Select Brokers ”). Additionally, an Access Person may only purchase and hold shares of Reportable Funds through either a Select Broker , directly from the Reportable Fund through its transfer agent, or through one or more of Loomis Sayles’ retirement plans.

Accounts in which the Access Person only has either Investment Control or Beneficial Ownership ; certain retirement accounts with an Access Person’s prior employer; accounts managed by an outside adviser in which the Access Person exercises no investment discretion; accounts in which the Access Person s spouse is employed by another investment firm and must abide by that firm’s Code of Ethics; and/or the retirement accounts of an Access Person’s spouse may be maintained with a firm other than the Select Brokers with the approval of Personal Trading Compliance or the Chief Compliance Officer . However, Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly. In addition, Personal Trading Complianc e or the Chief Compliance Officer may grant exemptions to the Select Broker requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the Access Person has a reasonable hardship for maintaining their accounts with a Select Broker .

In addition, Access Persons with a residence outside the U.S. are not required to maintain their personal accounts with a Select Broker . However, such Access Persons who have personal accounts that hold or can hold Covered Securities , including Reportable Funds in which they have direct or indirect Investment Control and/or Beneficial Ownership , are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, or at least quarterly. All of the remaining requirements and restrictions of the Code apply to Access Persons with a residence outside the U.S.

 

Explanatory Note: While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the Select Broker requirement, they are still subject to the reporting requirements of the Code and may be subject to the pre-clearance requirements of the Code (e.g. joint accounts). The terms of a specific exemption will be outlined in an exemption memorandum which is issued to the Access Person by Personal Trading Compliance. An Access Person’s failure to abide by the terms and conditions of an account exemption issued by Personal Trading Compliance could result in a violation of the Code.

 

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4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

The following are substantive prohibitions and restrictions on Access Persons’ personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control .

 

  4.1. Pre-clearance

Each Access Person must pre-clear through the PTA Pre-clearance System (“PTA”) all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership . Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds including Reportable Funds , Exempt ETFs listed in Exhibit Two , and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five .

 

Explanatory Note: Futures, options and swap transactions in Covered Securities must be manually pre-cleared by Personal Trading Compliance since PTA cannot handle such transactions. Initial public offerings, private placement transactions, including hedge funds whether or not they are advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special pre-clearance as detailed under Sections 4.11, 4.12 and 5.2 of the Code.

 

Explanatory Note: Broad based open-ended ETFs with either a market capitalization exceeding $1billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period), including options on such underlying ETFs, and the underlying index of the ETF, are exempt from the pre-clearance and trading restrictions set forth in Sections 4.1, 4.3, 4.5, 4.6, 4.7, 4.9, and 4.10 of the Code. A list of the Exempt ETFs is provided in Exhibit Two of the Code. All closed end-funds, closed-end ETFs, sector based/narrowly defined ETFs and broad based open-ended ETFs with a market capitalization below U.S. $1 billion AND an average daily trading volume below 1 million shares (over a 90 day period) are subject to the pre-clearance and trading restrictions detailed under Section 4 of the Code.

 

     All closed-end funds and ETFs, including those Exempt ETFs and their associated options as described above, are subject to the reporting requirements detailed in Section 6 of the Code.

Any transaction approved pursuant to the pre-clearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the pre-clearance for an additional trading day. If the Access Person’s trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the Access Person may not trade without again seeking and obtaining pre-clearance of the intended trade.

 

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For Access Persons with a U.S. residence, pre-clearance requests can only be submitted through PTA and/or to Personal Trading Compliance Monday – Friday from 9:30am-4:00pm Eastern Standard Time. Access Persons with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of PTA and Personal Trading Compliance support hours.

If after pre-clearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained pre-clearance has become the subject of a buy or sell order or is being considered for purchase or sale for a client account, the Access Person who obtained the pre-clearance must consider the pre-clearance revoked and must notify Personal Trading Compliance immediately . If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Person’s transaction.

If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Person’s transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.

 

  4.2. Good Until Canceled and Limit Orders

No Access Person shall place a “good until canceled,” “limit” or equivalent order with his/her broker except that an Access Person may utilize a “day order with a limit” so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.

 

  4.3. Short Term Trading Profits

No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security (including Loomis Advised Funds ) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance .

An Access Person may sell a Covered Security (including Loomis Advised Funds ) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the PTA System and to Personal Trading Compliance for approval because the PTA System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.

 

Explanatory Note: For purposes of calculating the 60 day holding period, the trade date of a given purchase or sale is deemed to be day zero. 60 full days must pass before an Access Person can trade that same Covered Security for a profit and therefore, allowing the Access Person to do so on the 61st day.

 

Explanatory Note: The Short Term Trading Profits provision is applicable to transactions that are executed across all of an Access Person’s accounts. For example, if an Access Person sold shares of ABC in his/her Fidelity brokerage account today, that Access Person would not be allowed to buy shares of ABC in his/her Charles Schwab IRA account at a lower price within 60 days following the sale.

 

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Explanatory Note: Please refer to Exhibit One for a current list of Loomis Advised Funds . Please also note that all closed-end funds are subject to the trading restrictions of Section 4.3 of the Code.

 

  4.4. Restrictions on Round Trip Transactions in Loomis Advised Funds

In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised Fund within a 90 day period (“Round Trip Restriction”). The Round Trip Restriction does not limit the number of times an Access Person can purchase a Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Loomis Advised Fund previously sold within the same 90 day period.

The Round Trip Restriction will only apply to Volitional transactions in Loomis Advised Funds . Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firm’s 401K plan will not be considered when applying the Round Trip Restriction.

Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund , Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.

 

Explanatory Note: Only Loomis Advised Funds are subject to Section 4.4 of the Code. Please refer to Exhibit One for a current list of Loomis Advised Funds .

 

  4.5. Derivatives

No Access Person shall use derivatives, including but not limited, to options, futures, swaps or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the underlying Covered Security .

 

Explanatory Note: When transacting in derivatives, Access Persons must pre-clear the derivative and the underlying security in PTA as well as receive manual approval from Personal Trading Compliance before executing their transaction. Please note that options on Exempt ETFs and the underlying index of the ETF do not require pre-clearance. For more detailed information, please see Section 4.1 of the Code.

 

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  4.6. Short Sales

No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.

 

Explanatory Note: If an Access Person seeks pre-clearance to purchase a put option or sell a call option to hedge an existing long position in the same underlying securities, PTC will compare the value of the underlying long position to the option to determine whether the Access Person’s net position would be long or short. If short, the option transaction will be denied.

 

  4.7. Competing with Client Trades

Except as set forth in Section 4.8, an Access Person may not, directly or indirectly, purchase or sell a Covered Security ( Reportable Funds are not subject to this rule.) when the Access Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles client’s Covered Securities transactions.

Generally pre-clearance will be denied if:

 

    a Covered Security or a closely related Covered Security is the subject of a pending “buy” or “sell” order for a Loomis Sayles client until that buy or sell order is executed or withdrawn.

 

    the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale.

The PTA System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in PTA, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual knowledge to the contrary, in which case the pre-clearance you received is null and void. For Covered Securities requiring manual pre-clearance (i.e. futures, options and other derivative transactions in Covered Securities ), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the pre-clearance request.

 

  4.8. Large Cap/De Minimis Exemption

An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied pre-clearance solely because the Covered Security is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:

 

    the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a “Large Cap Security”); AND

 

    the aggregate amount of the Access Person’s transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD.

 

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Such transactions will be subject to all other provisions of the Code.

 

  4.9. Investment Person Seven-Day Blackout Rule

No Investment Person shall, directly or indirectly, purchase or sell any Covered Security ( Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such Covered Security or a closely related Covered Security . It is ultimately the Investment Person’s responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.

 

Explanatory Note: The “seven days before” element of this restriction is based on the premise that an Investment Person who has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity can normally be expected to know, upon execution of his or her personal trade, whether any client as to which he or she is associated, has traded, or will be trading in the same or closely related Covered Security within seven days of his or her personal trade. Furthermore, an Investment Person who has the ability to influence investment decisions has a fiduciary obligation to recommend and/or affect suitable and attractive trades for clients regardless of whether such trades may cause a prior personal trade to be considered an apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in a client account in order to avoid a conflict with this restriction.

 

     It is understood that there may be particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an Investment Person’s personal trade which gives rise to an opportunity or necessity for an associated client to trade in that Covered Security which did not exist or was not anticipated by that person at the time of that person’s personal trade. Personal Trading Compliance will review all extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. In such cases, an exception to the Investment Person Seven-Day Blackout Rule will be granted upon approval by the Chief Compliance Officer .

 

     The Chief Compliance Officer , or designee thereof, may grant a waiver of the Investment Person Seven-Day Blackout Rule if the Investment Person’s proposed transaction is conflicting with client “cash flow” trading in the same security (i.e., purchases of a broad number of portfolio securities in order to invest a capital addition to the account or sales of a broad number of securities in order to generate proceeds to satisfy a capital withdrawal from the account). Such “cash flow” transactions are deemed to be non-volitional at the security level since they do not change the weighting of the security being purchased or sold in the client’s portfolio.

 

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Explanatory Note: The trade date of an Investment Person ’s purchase or sale is deemed to be day zero. Any associated client trade activity executed, in either that Covered Security or a closely related Covered Security , 7 full calendar days before or after an Access Person’s trade will be considered a violation of the Investment Person Seven-Day Blackout Rule. For example, if a client account purchased shares of company ABC on May 4th, any Access Person who is associated with that client account cannot trade ABC in a personal account until May 12th without causing a potential conflict with the Investment Person Seven-Day Blackout Rule.

 

Explanatory Note: While the Investment Person Seven-Day Blackout Rule is designed to address conflicts between Investment Persons and their clients, it is the fiduciary obligation of all Access Persons to not affect trades in their personal account if they have prior knowledge of client trading or pending trading activity in the same or equivalent securities. The personal trade activity of all Access Persons is monitored by Personal Trading Compliance for potential conflicts with client trading activity.

 

  4.10. Research Recommendations

The Loomis Sayles Fixed Income Research Analysts issue “Buy,” “Sell,” and “Hold” recommendations on the fixed income securities that they cover. The Loomis Sayles Equity Research Analysts issue price targets and other types of recommendations on the companies they cover, and certain Equity products have their own research analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as “Recommendations”.

Recommendations are intended to be used for the benefit of the firm’s clients. It is also understood Access Persons may use Recommendations as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that Recommendations may be used by the firm’s investment teams for client purposes and Access Persons may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to Recommendations :

 

    During the three (3) business day period before a Research Analyst issues a recommendation on a Covered Security, that the Research Analyst has reason to believe that his/her Recommendation is likely to result in client trading in the Covered Security , the Research Analyst may not purchase or sell said Covered Security for any of his/her personal brokerage accounts or other accounts covered by the Code.

 

Explanatory Note: It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analyst’s personal trade which gives rise to a need, or makes it appropriate, for the Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the Covered Security . It would constitute a breach of a Research Analyst’s fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction.

 

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     Personal Trading Compliance will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction.

 

    Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles’ clients have completed their transactions in said securities in order to give priority to Loomis Sayles’ clients’ best interests.

 

  Explanatory Note: Personal Trading Compliance utilizes various automated reports to monitor Access Persons’ trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person . An Access Person’s trading in a Covered Security following a Recommendation and subsequent client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise.

 

  4.11. Initial Public Offerings

Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse’s employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer .

 

  4.12. Private Placement Transactions

No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction , including hedge funds, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management. In addition to addressing potential conflicts of interest between the Access Person’s Private Placement Transaction and the firm’s clients’ best interests, the pre-clearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (“MNPI”) on a publically traded company as a result of the Private Placement .

A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

 

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Explanatory Note: If you have been authorized to acquire a Covered Security in a Private Placement Transaction, you must disclose to Personal Trading Compliance if you are involved in a client’s subsequent consideration of an investment in the issuer of the Private Placement , even if that investment involves a different type or class of Covered Security . In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer.

The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement , must receive pre-clearance approval from the Chief Compliance Officer . In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.

 

Explanatory Note: To submit a pre-clearance request for subsequent trade activity in a Private Placement , Access Persons must complete the automated Private Placement Pre-clearance Form which will be reviewed by Personal Trading Compliance to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule.

 

  4.13. Insider Trading

At the start of an Access Person’s engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firm’s policy is to refrain from trading or recommending trading when in the possession of MNPI.

Some examples of MNPI may include:

 

    Earnings estimates or dividend changes

 

    Positive or negative forthcoming news about an issuer

 

    Supplier discontinuances

 

    Mergers or acquisitions

If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not :

 

    purchase or sell that security in question, including any derivatives of that security;

 

    recommend the purchase or sale of that security, including any derivatives of that security; or

 

    relate the information to anyone other than the Chief Compliance Officer or General Counsel of Loomis Sayles.

If it has been determined that an Access Person has obtained MNPI on a particular company, its securities will generally be placed on the firm’s Restricted List thereby restricting trading by the firm’s client accounts and Access Persons . The only exception to this policy is with the approval of the Chief Compliance Officer or General Counsel of the firm, and then only in compliance with the firm’s Firewall Procedures.

 

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Separately, Access Persons must inform Personal Trading Compliance if a spouse, partner and/or immediate family member (“Related Person”) is an officer and/or director of a publicly traded company in order to enable Personal Trading Compliance to implement special pre-clearance procedures for said Access Persons in order to prevent insider trading in the Related Person’s company’s securities.

Access Persons should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firm’s Intranet, for complete guidance on dealing with MNPI.

 

  4.14. Restricted and Concentration List

The Loomis Sayles Restricted and Concentration List (“Restricted List”) is designed to restrict Loomis Sayles and/or Access Persons from trading in or recommending, the securities of companies on the Restricted List for client and/or Access Persons personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A company’s securities can also be added to the Restricted List due to the size of the aggregate position Loomis Sayles’ clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an issuer to the Restricted List. The Restricted List is confidential, proprietary information which must not be distributed outside of the firm.

At times, an Access Person may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, Personal Trading Compliance will create a specialized Restricted List in PTA for the Access Person behind the wall in order to prevent trading in the company’s securities until such time as the Chief Compliance Officer has deemed the information in the Access Person’s possession to be in the public domain or no longer material.

If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group Access Person Restricted List, Access Persons will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The PTA System has the information necessary to deny pre-clearance if these situations apply.

 

  4.15. Loomis Sayles Hedge Funds

From time to time Loomis Sayles may manage hedge funds, and Access Persons of Loomis Sayles, including the hedge fund’s investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if Access Persons engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds’ total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge fund’s total assets.

 

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By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.

 

  4.16. Exemptions Granted by the Chief Compliance Officer

Subject to applicable law, Personal Trading Compliance or the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Five , from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or Covered Securities , where, in the opinion of the Chief Compliance Officer , such an exemption is appropriate in light of all the surrounding circumstances.

 

5. PROHIBITED OR RESTRICTED ACTIVITIES

 

  5.1. Public Company Board Service and Other Affiliations

To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits Access Persons from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the firm.

In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively Outside Activity(ies)), an Access Person must obtain the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management.

An Outside Activity approval can be obtained by completing an automated Outside Activity Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’. In determining whether to approve such Outside Activity, Personal Trading Compliance and the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles’ ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles’ or the Access Person’s duties to clients.

 

Explanatory Note: Examples of Outside Activities include, but are not limited to, family businesses, acting as an officer, partner or trustee of an organization or trust, political positions, second jobs, professional associations, etc. Outside Activities that are not covered by the Code are activities that involve a charity or foundation, as long as you do not provide investment or financial advice to the organization. Examples would include: volunteer work, homeowners’ organizations (such as condos or coop boards), or other civic activities.

 

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  5.2. Participation in Investment Clubs and Private Pooled Vehicles

No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.

 

6. REPORTING REQUIREMENTS

 

  6.1. Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code

Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance , a report of all Covered Securities holdings (including holdings of Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control . The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person .

Additionally, within 10 days of becoming an Access Person , such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access Person has Beneficial Ownership or Investment Control . The information must be as of the date the person became an Access Person . An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities . An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’. This form must be completed and submitted to Personal Trading Compliance by the Access Person within 10 days of becoming an Access Person . The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held.

 

Explanatory Note: Loomis Sayles treats all of its employees and certain consultants as Access Persons . Therefore, you are deemed to be an Access Person as of the first day you begin working for the firm.

 

Explanatory Note: Types of accounts in which Access Persons are required to report include, but are not limited to: personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs etc. that either hold or can hold Covered Securities (including Reportable Funds). In addition, physically held shares of Covered Securities must also be reported. An Access Person should contact Personal Trading Compliance if they are unsure as to whether an account or personal investment is subject to reporting under the Code so the account or investment can be properly reviewed.

At the time of the initial disclosure period, each Access Person must also submit information pertaining to:

 

    His/her participation in any Outside Activity as described in Section 5.1 of the Code;

 

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    His/her participation in an Investment Club as described in Section 5.2 of the Code;

 

    Holdings in Private Placements including hedge funds; and

 

    A Related Person that is an officer and/or director of a publicly traded company; if any.

Upon becoming an Access Person, each Access Person will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts, Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.

 

  6.2. Brokerage Confirmations and Brokerage Account Statements

Each Access Person must notify Personal Trading Compliance immediately upon the opening of an account that holds or may hold Covered Securities (including Reportable Funds ), in which such Access Person has Beneficial Ownership or Investment Control. In addition, if an account has been granted an exemption to the Select Broker requirement and/or the account is unable to be added to the applicable Select Broker’s daily electronic broker feed, which supplies PTA with daily executed confirms and positions, Personal Trading Compliance will instruct the broker dealer of the account to provide it with duplicate copies of the account’s confirmations and statements. If the broker dealer cannot provide Personal Trading Compliance with confirms and statements, the Access Person is responsible for providing Personal Trading Compliance with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Information Form must be completed and submitted to Personal Trading Compliance . This form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

 

Explanatory Note: If the opening of an account is not reported immediately to Personal Trading Compliance , but is reported during the corresponding quarterly certification period, and there has not been any trade activity in the account, then the Access Person will be deemed to have not violated its reporting obligations under this Section of the Code.

 

Explanatory Note: For those accounts that are maintained at a Select Broker and are eligible for the broker’s daily electronic confirm and position feed, Access Persons do not need to provide duplicate confirms and statements to Personal Trading Compliance . However, it is the Access Person’s responsibility to accurately review and certify their quarterly transactions and annual holdings information in PTA, and to promptly notify Personal Trading Compliance if there are any discrepancies.

 

  6.3. Quarterly Transaction Reporting and Account Disclosure

Utilizing PTA, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds ) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or

 

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disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security ), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security ). Non-volitional transactions in Covered Securities (including Reportable Funds ) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Code’s annual reporting requirements. If no transactions in any Covered Securities, required to be reported, were effected during a quarterly period by an Access Person , such Access Person shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for Access Persons to verify on their Quarterly Transaction report:

The date of the transaction, the title of the security, ticker symbol or CUSIP, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

With the exception of those accounts described in Exhibit Four, Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds ) in which such Access Person has Beneficial Ownership or Investment Control that have been opened or closed during the reporting period. In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security , including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.

Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.

 

  6.4. Annual Reporting

On an annual basis, as of a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated annual certification which identifies all holdings in Covered Securities (including Reportable Funds ) in which such Access Person has Beneficial Ownership and/or Investment Control . This reporting requirement also applies to shares of Covered Securities , including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. Additionally, each Access Person must identify all personal accounts which hold or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership and/or Investment Control . The information in the Annual Package shall reflect holdings in the Access Person’s account(s) that are current as of a date specified by Personal Trading Compliance . The following information will be available in electronic format for Access Persons to verify on the Annual Holdings report:

The title of the security, the ticker symbol or CUSIP, number of shares, and principal amount of each Covered Security (including Reportable Funds ) and the name of any broker,

 

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dealer or bank with which the securities are held. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomple te.

Furthermore, on an annual basis, each Access Person must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer . Finally, as part of the annual certification, each Access Person must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.

All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to Supervised Persons on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.

Every annual report must be submitted no later than (45) calendar days after the date specified by Personal Trading Compliance .

 

  6.5. Review of Reports by Chief Compliance Officer

The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.

 

  6.6. Internal Reporting of Violations to the Chief Compliance Officer

Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1. While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code and handle any such violations promptly, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons or Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance . It is incumbent upon Loomis Sayles to create an environment that encourages and protects Access Persons or Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer . All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.

 

7. SANCTIONS

Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firm’s then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:

 

    a letter of caution or warning (i.e. Procedures Notice);

 

    payment of a fine,

 

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    requiring the employee to reverse a trade and realize losses or disgorge any profits;

 

    restitution to an affected client;

 

    suspension of personal trading privileges;

 

    actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and

 

    referral to the SEC, other civil authorities or criminal authorities.

Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violator’s history of prior compliance.

 

Explanatory Note: Any violation of the Code, following a “first offense” whether or not for the same type of violation, will be treated as a subsequent offense.

Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.

 

8. RECORDKEEPING REQUIREMENTS

Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:

 

    in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years;

 

    in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

 

    a copy of each report (or information provided in lieu of a report including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place;

 

    copies of Access Persons’ and Supervised Persons’ written acknowledgment of initial receipt of the Code and his/her annual acknowledgement;

 

    in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons , the holdings and transactions reports made by these Access Persons, and records of all Access Persons’ personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports);

 

    a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and

 

    a written record of any decision and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted.

 

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Explanatory Note: Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, in easily accessible place, the first two years in an appropriate office of Personal Trading Compliance .

 

9. MISCELLANEOUS

 

  9.1. Confidentiality

Loomis Sayles will keep information obtained from any Access Person hereunder in strict confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC or any other regulatory or self-regulatory organizations to the extent required by law rule or regulation, and in certain circumstances, may in Loomis Sayles’ discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.

 

  9.2. Disclosure of Client Trading Knowledge

No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any Covered Security owned by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.

 

  9.3. Notice to Access Persons, Investment Persons and Research Analysts as to Code Status

Personal Trading Compliance will initially determine an employee’s status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.

All Access Persons and/or the applicable supervisors thereof, have an obligation to inform Personal Trading Compliance if an Access Person’s responsibilities change during the Access Person’s tenure at Loomis Sayles.

 

  9.4. Notice to Personal Trading Compliance of Engagement of Independent Contractors

Any Access Person that engages as a non-employee service provider (“NESP”), such as a consultant, temporary employee, intern or independent contractor shall notify Personal Trading Compliance of this engagement, and provide to Personal Trading Compliance the information necessary to make a determination as to how the Code shall apply to such NESP, if at all.

 

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NESP’s are generally not subject to the pre-clearance, trading restrictions and certain reporting provisions of the Code. However, NESP’s must receive, review and acknowledge a Code of Ethics Compliance Statement that further describes his/her Code requirements and fiduciary duties while engaged with Loomis Sayles.

At times, NESP’s are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the Loomis Sayles Human Resources Department will notify Personal Trading Compliance of these NESP’s and depending on the facts and circumstances, the NESP will be communicated what provisions of the Code will apply to them during their engagement.

 

  9.5. Questions and Educational Materials

Employees are encouraged to bring to Personal Trading Compliance any questions you may have about interpreting or complying with the Code about Covered Securities , accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.

Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each Access Person is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate Access Persons on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.

 

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GLOSSARY OF TERMS

The boldface terms used throughout this policy have the following meanings:

 

1. Access Person ” means an “access person” as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions:

 

  a. He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;

 

  b. He or she does not have access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund ; and

 

  c. He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic.

Loomis Sayles treats all employees as Access Persons .

 

2. Advisory Person ” means an “advisory person” and “advisory representative” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such person’s access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise).

 

3. Beneficial Ownership ” is defined in Section 3.2 of the Code.

 

4.

Chief Compliance Officer ” refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of

 

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  purchases and sales by Access Persons , and to address issues of personal trading. “ Personal Trading Compliance ” means the employee or employees of Loomis Sayles designated from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the Chief Compliance Officer , and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer .

 

5. Covered Security ” is defined in Section 3.1 of the Code.

 

6. “Exempt ETF” is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two.

 

7. Federal Securities Laws ” refers to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes.

 

8. Investment Control ” is defined in Section 3.3 of the Code. This means “control” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account.

 

9. Initial Public Offering ” means an “initial public offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

10. Investment Company ” means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser.

 

11. Investment Person ” means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person .

 

12. “Loomis Advised Fund” is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One .

 

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13. Non-volitional ” transactions are any transaction in which the employee has not determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. Non-volitional transactions are not subject to the pre-clearance or quarterly reporting requirements under the Code.

 

14. Portfolio Manager ” means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person .

 

15. Private Placement Transaction ” means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

 

16. Recommendation ” means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst .

 

17. Reportable Fund ” is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One .

 

18. Research Analyst ” means any individual employed by Loomis Sayles who has been designated as a Research Analyst or Research Associate by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Persons or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an Access Person .

 

19. Select Broker ” is defined in Section 3.4 of the Code.

 

20. Supervised Person ” is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles.

 

21. Volitional ” transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold, i.e. making changes to existing positions or asset allocations within the Loomis Sayles retirement plans, sending a check or wire to the Transfer Agent of a Reportable Fund , and buying or selling shares of a Reportable Fund in a brokerage account or direct account held with the applicable fund’s Transfer Agent. Volitional transactions are subject to the pre-clearance and reporting requirements under the Code.

 

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