As filed with the Securities and Exchange Commission on June 1, 2016.
Registration Nos. 333-146374
811-22127
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | x | |||
Pre-Effective Amendment No. | ¨ | |||
Post-Effective Amendment No. 52 | x |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | x | |||
Amendment No. 53 | x |
(Check Appropriate Box or Boxes)
COLUMBIA FUNDS VARIABLE SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)
225 Franklin Street, Boston, Massachusetts 02110
(Address of Principal Executive Officers) (Zip Code)
Registrants 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 Variable Portfolio CenterSquare Real Estate Fund (prior to June 1, 2016 known as Variable Portfolio Morgan Stanley Global Real Estate Fund).
EXPLANATORY NOTE
This Post-Effective Amendment No. 52 to the Registration Statement on Form N-1A (File No. 333-146374) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the Securities Act), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 52 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. 52 does not change the form of the prospectuses and Statement of Additional Information relating to Post-Effective Amendment No. 50 filed electronically on April 28, 2016 with the Securities and Exchange Commission (the SEC). As permitted by Rule 462(d), this Post-Effective Amendment No. 52 shall become effective upon filing with the SEC.
PART C. OTHER INFORMATION
Item 28. Exhibits
(a)(1) | Amendment No. 1 to the Agreement and Declaration of Trust effective September 11, 2007, is incorporated by reference to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on September 28, 2007. | |
(a)(2) | Amendment No. 2 to the Agreement and Declaration of Trust effective April 9, 2008, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(2)), filed on April 21, 2008. | |
(a)(3) | Amendment No. 3 to the Agreement and Declaration of Trust effective January 8, 2009, is incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(3)), filed on April 29, 2009. | |
(a)(4) | Amendment No. 4 to the Agreement and Declaration of Trust effective January 14, 2010, is incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(4)), filed on April 14, 2010. | |
(a)(5) | Amendment No. 5 to the Agreement and Declaration of Trust effective April 6, 2010, is incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(5)), filed on April 29, 2010. | |
(a)(6) | Amendment No. 6 to the Agreement and Declaration of Trust effective November 11, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(6)), filed on April 29, 2011. | |
(a)(7) | Amendment No. 7 to the Agreement and Declaration of Trust effective January 11, 2011, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(7)), filed on April 29, 2011. | |
(a)(8) | Amendment No. 8 to the Agreement and Declaration of Trust effective September 15, 2011, is incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(8)), filed on March 2, 2012. | |
(a)(9) | Amendment No. 9 to the Agreement and Declaration of Trust effective January 12, 2012, is incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(9)), filed on March 2, 2012. | |
(a)(10) | Amendment No. 10 to the Agreement and Declaration of Trust effective June 14, 2012, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(10)), filed on April 26, 2013. | |
(a)(11) | Amendment No. 11 to the Agreement and Declaration of Trust effective September 13, 2012, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(11)), filed on April 26, 2013. | |
(a)(12) | Amendment No. 12 to the Agreement and Declaration of Trust effective January 16, 2013, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(12)), filed on April 26, 2013. | |
(a)(13) | Amendment No. 13 to the Agreement and Declaration of Trust effective April 17, 2013, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(13)), filed on April 26, 2013. |
(a)(14) | Amendment No. 14 to the Agreement and Declaration of Trust effective April 11, 2014, is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(14)), filed on April 29, 2014. | |
(a)(15) | Amendment No. 15 to the Agreement and Declaration of Trust effective April 14, 2015, is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(15)), filed on May 15, 2015. | |
(a)(16) | Amendment No. 16 to the Agreement and Declaration of Trust effective April 19, 2016, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(16)), filed on April 28, 2016. | |
(b) | By-laws, effective September 6, 2007, most recently amended February 10, 2016, are incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (b)), filed on April 28, 2016. | |
(c) | Stock Certificate: Not Applicable. | |
(d)(1) | Management Agreement (amended and restated), dated April 25, 2016, between Columbia Management Investment Advisers, LLC, Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II, , is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(1)), filed on April 28, 2016. | |
(d)(2) | Schedules A and B, effective May 1, 2016, to the Management Agreement, (amended and restated), dated April 25, 2016, between Columbia Management Investment Advisers, LLC, Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II, are incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(2)), filed on April 28, 2016. | |
(d)(3) | Management Agreement, effective May 1, 2016, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on April 28, 2016. | |
(d)(4) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(4)), filed on May 15, 2014. | |
(d)(5) | Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Barrow, Hanley, Mewhinney & Strauss, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on May 15, 2014. | |
(d)(6) | Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 15, 2014. | |
(d)(7) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Columbia Wanger Asset Management, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on May 15, 2014. |
(d)(8) | Subadvisory Agreement, dated July 16, 2007, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Denver Investment Advisors LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(8)), filed on May 15, 2014. | |
(d)(9) | Subadvisory Agreement, dated September 23, 2011, last amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 15, 2014. | |
(d)(10) | Amendment No. 2, as of June 5, 2014, to the Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on August 20, 2014. | |
(d)(11) | Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Donald Smith & Co., Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on May 15, 2014. | |
(d)(12) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Eaton Vance Management, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on May 15, 2014. | |
(d)(13) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(14)), filed on May 15, 2014. | |
(d)(14) | Amendment No. 1, as of June 17, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on August 20, 2014. | |
(d)(15) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Jennison Associates LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on May 15, 2014. | |
(d)(16) | Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on May 15, 2014. | |
(d)(17) | Amendment No. 1, as of November 19, 2015, to the Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P., is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on April 28, 2016. | |
(d)(18) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and The London Company of Virginia, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on May 15, 2014. |
(d)(19) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on May 15, 2014. | |
(d)(20) | Amendment No. 1, as of February 10, 2016, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC and Massachusetts Financial Services Company, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on April 28, 2016. | |
(d)(21) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on May 15, 2014. | |
(d)(22) | Amendment No. 1, as of February 10, 2016, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC and Morgan Stanley Investment Management, Inc., is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on April 28, 2016. | |
(d)(23) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and NFJ Investment Group LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on May 15, 2014. | |
(d)(24) | Subadvisory Agreement, dated February 10, 2016, between Columbia Management Investment Advisers, LLC and OppenheimerFunds Inc., is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(24)), filed on April 28, 2016. | |
(d)(25) | Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Palisade Capital Management, L.L.C., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on May 15, 2014. | |
(d)(26) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Pyramis Global Advisors, LLC (FIAM LLC), is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on May 15, 2014. | |
(d)(27) | Subadvisory Agreement, dated April 11, 2014, between Columbia Management Investment Advisers, LLC and River Road Asset Management, LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on August 20, 2014. | |
(d)(28) | Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Segall Bryant & Hamill, LLC, is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(27)), filed on August 20, 2014. | |
(d)(29) | Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Snow Capital Management L.P., is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on August 20, 2014. |
(d)(30) | Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(26)), filed on May 15, 2014. | |
(d)(31) | Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(27)), filed on May 15, 2014. | |
(d)(32) | Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on May 15, 2014. | |
(d)(33) | Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(30)), filed on May 15, 2014. | |
(d)(34) | Amendment No. 1, as of July 18, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated, is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(34)), filed on October 15, 2014. | |
(d)(35) | Subadvisory Agreement, dated September 16, 2014, between Columbia Management Investment Advisers, LLC and Winslow Capital Management, LLC and Nuveen Investments, Inc., is incorporated by reference to Post-Effective Amendment No. 43 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(35)), filed on December 23, 2014. | |
(d)(36) | Subadvisory Agreement, dated March 15, 2016, between Columbia Management Investment Advisers, LLC and CenterSquare Investment Management, Inc., is filed herewith as Exhibit (d)(36) to Post-Effective Amendment No. 52 to Registration Statement No. 333-146374 of the Registrant on Form N-1A. | |
(e)(1) | Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc., dated March 1, 2016, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 28, 2016. | |
(e)(2) | Schedule I, dated May 1, 2016, and Schedule II, dated September 7, 2010, to the Distribution Agreement, amended and restated as of March 1, 2016, between Registrant and Columbia Management Investment Distributors, Inc., are incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (e)(2)), filed on April 28, 2016. | |
(f) | Deferred Compensation Plan, adopted as of December 31, 2011, is incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (f)), filed on February 24, 2012. | |
(g)(1) | Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(1)), filed on May 15, 2014. | |
(g)(2) | Addendum (related to Columbia Variable Portfolio Emerging Markets Fund and Columbia Variable Portfolio Managed Volatility Fund, now known as Columbia Variable Portfolio Managed Volatility |
Moderate Growth Fund), dated March 9, 2012, and Addendum (related to Columbia Variable Portfolio Commodity Strategy Fund), dated March 15, 2013, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, are incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 15, 2014. | ||
(g)(3) | Side letter (related to the China Connect Service on behalf of Columbia Variable Portfolio - Emerging Markets Fund), dated December 19, 2014, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on February 20, 2015. | |
(h)(1) | 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 incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(1)), filed on April 28, 2016. | |
(h)(2) | Schedule A, effective May 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 incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(2)), filed on April 28, 2016. | |
(h)(3) | Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(7)), filed on April 23, 2014. | |
(h)(4) | Schedule A, as of May 1, 2016, to the Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(4)), filed on April 28, 2016. | |
(h)(5) | Agreement and Plan of Reorganization, dated September 11, 2007, between RiverSource Variable Portfolio Funds, each a series of a Minnesota corporation, and corresponding RiverSource Variable Portfolio Funds, each a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, a Massachusetts business trust, and between RiverSource Variable Portfolio Core Bond Fund, a series of RiverSource Variable Series Trust, and RiverSource Variable Portfolio Diversified Bond Fund, a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(5)), filed on April 21, 2008. | |
(h)(6) | Agreement and Plan of Reorganization, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(9)), filed on April 29, 2011. | |
(h)(7) | Agreement and Plan of Redomiciling, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(10)), filed on April 29, 2011. | |
(h)(8) | Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 117 to Registration Statement No. 333-8966 of Columbia Funds Series Trust on Form N-1A (Exhibit (h)(7)), filed on May 30, 2013. |
(h)(9) | 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)(10) | Amended and Restated Credit Agreement as of December 9, 2014, is incorporated by reference to Post-Effective Amendment No. 225 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (h)(14)), filed on April 16, 2015. | |
(h)(11) | Restated Credit Agreement, as of December 8, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (h)(9)(i)), filed on April 11, 2016. | |
(i) | Opinion and consent of counsel as to the legality of the securities being registered is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (i)), filed on April 29, 2014. | |
(j) | Consents of Independent Registered Public Accounting Firm: Not applicable. | |
(k) | Omitted Financial Statements: Not Applicable. | |
(l) | Initial Capital Agreement: Not Applicable. | |
(m)(1) | Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on April 29, 2014. | |
(m)(2) | Schedule A, dated May 1, 2016, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc. is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on April 28, 2016. | |
(n) | Rule 18f 3(d), amended and restated on May 1, 2016, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (n)), filed on April 28, 2016. | |
(o) | Reserved | |
(p)(1) | Code of Ethics adopted under Rule 17j-1 for Registrant, effective April 14, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(1)), filed on May 15, 2014. | |
(p)(2) | Ameriprise Global Asset Management Personal Account Dealing and Code of Ethics Policy, effective December 1, 2015, is incorporated by reference to Post-Effective Amendment No. 49 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(2)), filed on February 19, 2016. | |
(p)(3) | American Century Investment Management, Inc. Code of Ethics, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(3)), filed on April 28, 2016. | |
(p)(4) | Barrow, Hanley, Mewhinney & Strauss, LLC Code of Ethics, dated December 31, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(4)), filed on April 28, 2016. |
(p)(5) | BlackRock Financial Management, Inc. Code of Ethics, dated July 1, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on April 28, 2016. | |
(p)(6) | Columbia Wanger Asset Management, LLC Code of Ethics, effective January 2, 2007, last amended January 6, 2016, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(6)), filed on April 28, 2016. | |
(p)(7) | Denver Investment Advisors LLC Code of Ethics, amended, effective June 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(7)), filed on May 15, 2014. | |
(p)(8) | Dimensional Fund Advisors, L.P. Code of Ethics, effective January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(8)), filed on April 28, 2016. | |
(p)(9) | Donald Smith & Co., Inc. Code of Ethics, adopted January 1, 2005, last revised November 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(9)), filed on May 15, 2014. | |
(p)(10) | Eaton Vance Management Code of Ethics, effective September 1, 2000, as revised November 9, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(10)), filed on April 28, 2016. | |
(p)(11) | J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised June 29, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(11)), filed on April 28, 2016. | |
(p)(12) | Jennison Associates, LLC Code of Ethics, as amended May 31, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(12)), filed on April 28, 2016. | |
(p)(13) | The London Company of Virginia Code of Ethics, dated, January 4, 2016, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(13)), filed on April 28, 2016. | |
(p)(14) | Loomis, Sayles & Company, L.P. Code of Ethics, effective January 14, 2000, as amended September 30, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(12)), filed on April 11, 2016. | |
(p)(15) | Massachusetts Financial Services Company Code of Ethics, effective date September 19, 2014, last review date November 12, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on April 28, 2016. | |
(p)(16) | Morgan Stanley Investment Management Inc. Code of Ethics, effective October 1, 2014, is incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(18)), filed on May 15, 2015. | |
(p)(17) | NFJ Investment Group LLC Code of Ethics, dated April 1, 2013, amended March 31, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(17)), filed on April 28, 2016. | |
(p)(18) | OppenheimerFunds Inc. Code of Ethics, dated June 1, 2015, , is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(18)), filed on April 28, 2016. |
(p)(19) | Palisade Capital Management, LLC Code of Ethics, amended April 1, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(19)), filed on April 28, 2016. | |
(p)(20) | FIAM LLC (Pyramis Global Advisors, LLC) Code of Ethics, dated February 17, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(20)), filed on April 28, 2016. | |
(p)(21) | River Road Asset Management, LLC Code of Ethics, updated September 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(21)), filed on April 28, 2016. | |
(p)(22) | Segall Bryant & Hamill, LLC Code of Ethics, dated July 2013, is incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(24)), filed on August 20, 2014. | |
(p)(23) | Snow Capital Management L.P. Code of Ethics, as of December 1, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(23)), filed on April 28, 2016. | |
(p)(24) | TCW Investment Management Company Code of Ethics, dated October 1, 2015, is incorporated by reference to Post-Effective Amendment No. 256 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(7), filed on April 11, 2016. | |
(p)(25) | Victory Capital Management Inc. Code of Ethics, effective August 17, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(25)), filed on April 28, 2016. | |
(p)(26) | Wells Capital Management Incorporated Code of Ethics, dated July 24, 2015, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(26)), filed on April 28, 2016. | |
(p)(27) | Winslow Capital Management, LLC. Code of Ethics with Supplement, dated April 1, 2014, is incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(27)), filed on April 28, 2016. | |
(p)(28) | CenterSquare Investment Management, Inc. Code of Ethics, dated November 2014, is filed herewith as Exhibit (p)(28) to Post-Effective Amendment No. 52 to Registration Statement No. 333-146374 of the Registrant on Form N-1A. | |
(q)(1) | Trustees Power of Attorney to sign Amendments to this Registration Statement, dated January 31, 2016, is incorporated by reference to Post-Effective Amendment No. 49 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(1)), filed on February 19, 2016. | |
(q)(2) | Director Power of Attorney to sign Amendments to this Registration Statement for CVPCSF Offshore Fund, Ltd, dated April 10, 2014 is incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(2)), filed on October 15, 2014. | |
(q)(3) | Power of Attorney for Michael G. Clarke, dated May 23, 2016, is filed herewith as Exhibit (q)(3) to Post-Effective Amendment No. 52 to Registration Statement No. 333-146374 of the Registrant on Form N-1A. | |
(q)(4) | Power of Attorney for Christopher O. Petersen, dated February 16, 2015, is incorporated by reference to Post-Effective Amendment No. 44 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(5)), filed on February 20, 2015. |
Item 29. | Persons Controlled by or Under Common Control with the Registrant |
Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia funds-of-funds that invest primarily in shares of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 30. | Indemnification |
Article VII of the Registrants Agreement and Declaration of Trust, as amended, provides that no trustee or officer of the Registrant shall be subject to any liability to any person in connection with Registrant property or the affairs of the Registrant, and no trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant or for the act or omission of any other trustee, all as more fully set forth in the Agreement and Declaration of Trust, which is filed as an exhibit to this registration statement. Article 5 of the Registrants Bylaws provides that the Registrant shall indemnify and hold harmless its trustees and officers (including persons who serve at the Registrants request as directors, officers or trustees of another organization in which the Registrant has any interest) (Covered Persons) against liabilities and expenses in connection with the defense or disposition of any proceeding in which such Covered Person may be or may have been involved or with which such Covered Person may be or may have been threatened by reason of any alleged act or omission as a trustee or officer or by reason of his or her being or having been such a Covered Person, under specified circumstances, all as more fully set forth in the Bylaws, which are filed as an exhibit to the registration statement.
Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
In accordance with Section 17(h) of the 1940 Act, the Registrants Declaration of Trust provides that nothing in the Declaration of Trust shall protect any trustee or officer against any liabilities to the Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or position with or on behalf of the Registrant and the Registrants Bylaws provides that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Persons 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 Registrants 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 Registrants trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrants investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrants 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 Registrants organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.
Item 31. | Business and Other Connections of the Investment Adviser |
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (Columbia Management), the Registrants investment adviser, or any subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrants past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.
(1) | Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. Prior to May 1, 2010, when Ameriprise Financial, Inc. acquired the long-term asset management business of Columbia Management Group, LLC from Bank of America, N.A., certain current directors and officers held various positions with, and engaged in business for, Columbia Management Group, LLC or other direct or indirect subsidiaries of Bank of America Corporation. |
(2) | American Century Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of American Century Investment Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by American Century Investment Management, Inc. and is incorporated herein by reference. Information about the business of American Century Investment Management, Inc. and the directors and principal executive officers of American Century Investment Management, Inc. is also included in the Form ADV filed by American Century Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-8174), which is incorporated herein by reference. |
(3) | Barrow, Hanley, Mewhinney & Strauss, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Barrow, Hanley, Mewhinney & Strauss, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Barrow, Hanley, Mewhinney & Strauss, LLC and is incorporated herein by reference. Information about the business of Barrow, Hanley, Mewhinney & Strauss, LLC and the directors and principal executive officers of Barrow, Hanley, Mewhinney & Strauss, LLC is also included in the Form ADV filed by Barrow, Hanley, Mewhinney & Strauss, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-31237), which is incorporated herein by reference. |
(4) | BlackRock Financial Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock Financial Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by BlackRock Financial Management, Inc. and is incorporated herein by reference. Information about the business of BlackRock Financial Management, Inc. and the directors and principal executive officers of BlackRock Financial Management, Inc. is also included in the Form ADV filed by BlackRock Financial Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-48433), which is incorporated herein by reference. |
(5) | Columbia Wanger Asset Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Columbia Wanger Asset Management, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Columbia Wanger Asset Management, LLC and is incorporated herein by reference. Information about the business of Columbia Wanger Asset Management, LLC and the directors and principal executive officers of Columbia Wanger Asset Management, LLC is also included in the Form ADV filed by Columbia Wanger Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41391), which is incorporated herein by reference. |
(6) | Denver Investment Advisors LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Denver Investment Advisors LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Denver Investment Advisors LLC and is incorporated herein by reference. Information about the business of Denver Investment Advisors LLC and the directors and principal executive officers of Denver Investment Advisors LLC is also included in the Form ADV filed by Denver Investment Advisors LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47933), which is incorporated herein by reference. |
(7) | Dimensional Fund Advisors, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Dimensional Fund Advisors, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Dimensional Fund Advisors, L.P. and is incorporated herein by reference. Information about the business of Dimensional Fund Advisors, L.P. and the directors and principal executive officers of Dimensional Fund Advisors, L.P. is also included in the Form ADV filed by Dimensional Fund Advisors, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16283), which is incorporated herein by reference. |
(8) | Donald Smith & Co., Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Donald Smith & Co., Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Donald Smith & Co., Inc. and is incorporated herein by reference. Information about the business of Donald Smith & Co., Inc. and the directors and principal executive officers of Donald Smith & Co., Inc. is also included in the Form ADV filed by Donald Smith & Co., Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-10798), which is incorporated herein by reference. |
(9) | Eaton Vance Management performs investment management services for the Registrant and certain other clients. Information regarding the business of Eaton Vance Management is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Eaton Vance Management and is incorporated herein by reference. Information about the business of Eaton Vance Management and the directors and principal executive officers of Eaton Vance Management is also included in the Form ADV filed by Eaton Vance Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15930), which is incorporated herein by reference. |
(10) | J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of J.P. Morgan Investment Management Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21011), which is incorporated herein by reference. |
(11) | Jennison Associates LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Jennison Associates LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Jennison Associates LLC and is incorporated herein by reference. Information about the business of Jennison Associates LLC and the directors and principal executive officers of Jennison Associates LLC is also included in the Form ADV filed by Jennison Associates LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-5608), which is incorporated herein by reference. |
(12) | The London Company of Virginia performs investment management services for the Registrant and certain other clients. Information regarding the business of The London Company of Virginia is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by London Company of Virginia and is incorporated herein by reference. Information about the business of The London Company of Virginia and the directors and principal executive officers of The London Company of Virginia is also included in the Form ADV filed by The London Company of Virginia with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46604), which is incorporated herein by reference. |
(13) | Loomis, Sayles & Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles & Company, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Loomis, Sayles & Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles & Company, L.P. and the directors and principal executive officers of Loomis, Sayles & Company, L.P.is also included in the Form ADV filed by Loomis, Sayles & Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-170), which is incorporated herein by reference. |
(14) | Massachusetts Financial Services Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Massachusetts Financial Services Company is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts Financial Services Company and the directors and principal executive officers of Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-17352), which is incorporated herein by reference. |
(15) | Morgan Stanley Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Morgan Stanley Investment Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Morgan Stanley Investment Management, Inc. and is incorporated herein by reference. Information about the business of Morgan Stanley Investment Management, Inc. and the directors and principal executive officers of Morgan Stanley Investment Management, Inc. is also included in the Form ADV filed by Morgan Stanley Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15757), which is incorporated herein by reference. |
(16) | NFJ Investment Group LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of NFJ Investment Group LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by NFJ Investment Group LLC and is incorporated herein by reference. Information about the business of NFJ Investment Group LLC and the directors and principal executive officers of NFJ Investment Group LLC is also included in the Form ADV filed by NFJ Investment Group LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47940), which is incorporated herein by reference. |
(17) | Oppenheimerfunds, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Oppenheimerfunds, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Oppenheimerfunds, Inc. and is incorporated herein by reference. Information about the business of Oppenheimerfunds, Inc. and the directors and principal executive officers of Oppenheimerfunds, Inc. is also included in the Form ADV filed by Oppenheimerfunds, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-8253), which is incorporated herein by reference. |
(18) | Palisade Capital Management, L.L.C. performs investment management services for the Registrant and certain other clients. Information regarding the business of Palisade Capital Management, L.L.C. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Palisade Capital Management, L.L.C. and is incorporated herein by reference. Information about the business of Palisade Capital Management, L.L.C. and the directors and principal executive officers of Palisade Capital Management, L.L.C. is also included in the Form ADV filed by Palisade Capital Management, L.L.C. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-48401), which is incorporated herein by reference. |
(19) | Pyramis Global Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Pyramis Global Advisors, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Pyramis Global Advisors, LLC and is incorporated herein by reference. Information about the business of Pyramis Global Advisors, LLC and the directors and principal executive officers of Pyramis Global Advisors, LLC is also included in the Form ADV filed by Pyramis Global Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63658), which is incorporated herein by reference. |
(20) | River Road Asset Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of River Road Asset Management, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by River Road Asset Management, LLC and is incorporated herein by reference. Information about the business of River Road Asset Management, LLC and the directors and principal executive officers of River Road Asset Management, LLC is also included in the Form ADV filed by River Road Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-64175), which is incorporated herein by reference. |
(21) | Segall Bryant & Hamill, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Segall Bryan & Hamill LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Segall Bryant & Hamill LLC and is incorporated herein by reference. Information about the business of Segall Bryant & Hamill LLC and the directors and principal executive officers of Segall Bryant & Hamill LLC is also included in the Form ADV filed by Segall Bryant & Hamill LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47232), which is incorporated herein by reference. |
(22) | Snow Capital Management L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Snow Capital Management L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Snow Capital Management L.P. and is incorporated herein by reference. Information about the business of Snow Capital Management L.P. and the directors and principal executive officers of Snow Capital Management L.P. is also included in the Form ADV filed by Snow Capital Management L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-34451), which is incorporated herein by reference. |
(23) |
TCW Investment Management Company performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by |
TCW Investment Management Company and is incorporated herein by reference. Information about the business of TCW Investment Management Company and the directors and principal executive officers of TCW Investment Management Company is also included in the Form ADV filed by TCW Investment Management Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference. |
(24) | Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63196), which is incorporated herein by reference. |
(25) | Victory Capital Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Victory Capital Management Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Victory Capital Management Inc. and is incorporated herein by reference. Information about the business of Victory Capital Management Inc. and the directors and principal executive officers of Victory Capital Management Inc. is also included in the Form ADV filed by Victory Capital Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46878), which is incorporated herein by reference. |
(26) | Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Wells Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management Incorporated and the directors and principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21122), which is incorporated herein by reference. |
(27) | Winslow Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Winslow Capital Management, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by Winslow Capital Management, LLC and is incorporated herein by reference. Information about the business of Winslow Capital Management, LLC and the directors and principal executive officers of Winslow Capital Management, LLC is also included in the Form ADV filed by Winslow Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41316), which is incorporated herein by reference. |
(28) | CenterSquare Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of CenterSquare Investment Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrants series that are subadvised by CenterSquare Investment Management, Inc. and is incorporated herein by reference. Information about the business of CenterSquare Investment Management, Inc. and the directors and principal executive officers of CenterSquare Investment Management, Inc. is also included in the Form ADV filed by CenterSquare Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-51733), 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
|
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 | ||
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. DAlessandro | 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. |
(c) | Not Applicable. |
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:
| Fund headquarters, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402; |
| Registrants investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110; |
| Registrants subadviser, American Century Investment Management, Inc., 4500 Main Street, Kansas City, Missouri 64111; |
| Registrants subadviser, Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31 st Floor, Dallas, Texas 75201; |
| Registrants subadviser, BlackRock Financial Management, Inc., 55 East 52 nd Street, New York, New York 10055; |
| Registrants subadviser, CenterSquare Investment Management, Inc., 630 W Germantown Pike, Suit 300, Plymouth Meeting, Pennsylvania 19462; |
| Registrants subadviser, Columbia Wanger Asset Management, LLC, 227 West Monroe Street, Chicago, Illinois 60606; |
| Registrants subadviser, Denver Investment Advisors LLC, 1225 17 th Street, 26 th Floor, Denver, Colorado 80202; |
| Registrants subadviser, Dimensional Fund Advisors, L.P., 6300 Bee Cave Road, Building One, Austin, Texas 78746; |
| Registrants subadviser, Donald Smith & Co., Inc., 152 West 57 th Street, 22 nd Floor, New York, New York 10019; |
| Registrants subadviser, Eaton Vance Management, Two International Place Boston, Massachusetts 02110; |
| Registrants subadviser, J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, New York 10017; |
| Registrants subadviser, Jennison Associates LLC, 466 Lexington Avenue, New York, New York 10017; |
| Registrants subadviser, Loomis, Sayles & Company, L.P., One Financial Center, Boston, Massachusetts, 02111; |
| Registrants subadviser, The London Company of Virginia, 1801 Bayberry Court, Suite 301, Richmond, Virginia 23226; |
| Registrants subadviser, Massachusetts Financial Services Company, 111 Huntington Ave., Boston, Massachusetts 02199; |
| Registrants subadviser, Morgan Stanley Investment Management, Inc., 522 Fifth Avenue, New York, New York 10036; |
| Registrants subadviser, NFJ Investment Group LLC, 2100 Ross Avenue, Suite 700, Dallas, Texas 75201; |
| Registrants subadviser, OppenheimerFunds, Inc. 225 Liberty Street, 11 th Floor, New York, New York, 10281; |
| Registrants subadviser, Palisade Capital Management, L.L.C., One Bridge Plaza North, Suite 695, Fort Lee, New Jersey 07024; |
| Registrants subadviser, Pyramis Global Advisors, LLC, 900 Salem Street, Smithfield, Rhode Island 02917; |
| Registrants subadviser, River Road Asset Management, LLC, 462 South Fourth Street, Suite 1600, Louisville, Kentucky 40202; |
| Registrants subadviser, Segall Bryan & Hamill LLC, 10 S Wacker Drive, Suite 3500, Chicago, Illinois 60606; |
| Registrants subadviser, Sit Investment Associates, Inc., 3300 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402; |
| Registrants subadviser, Snow Capital Management L.P., 2000 Georgetowne Drive, Suite 200, Sewickley, Pennsylvania 15143; |
| Registrants subadviser, TCW Investment Management Company, 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017; |
| Registrants subadviser Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, United Kingdom |
| Registrants subadviser, Victory Capital Management Inc., 4900 Tiedeman Road, 4 th Floor, Brooklyn, Ohio 44144; |
| Registrants subadviser, Wells Capital Management Incorporated, 525 Market Street, San Francisco, California 94105; |
| Registrants subadviser, Winslow Capital Management, LLC, 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402; |
| Former subadviser, Davis Selected Advisers, L.P., 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706; |
| Former subadviser, Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282; |
| Former subadviser, Holland Capital Management LLC, 303 W. Madison Ave., Suite 700, Chicago, Illinois 60606; |
| Former subadviser, Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, Georgia 30309; |
| Former subadviser, Marsico Capital Management, LLC, 1200 17 th Street, Suite 1600, Denver, Colorado 80202; |
| Former subadviser, Mondrian Investment Partners Limited, 10 Gresham Street, 5th Floor, London, United Kingdom EC2V7JD; |
| Former subadviser, Pacific Investment Management Company LLC, 840 Newport Center Drive, Newport Beach, CA 92660; |
| Former subadviser Turner Investments, L.P., 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312; |
| Registrants principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA 02110; |
| Registrants transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA 02110; and |
| Registrants custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005. |
In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.
Item 34. Management Services
Not Applicable.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS VARIABLE SERIES TRUST II, has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 1 st day of June, 2016.
COLUMBIA FUNDS VARIABLE SERIES TRUST II | ||
By: |
/s/ Christopher O. Petersen |
|
Christopher O. Petersen | ||
President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 1 st day of June, 2016.
Signature | Capacity | Signature | Capacity | |||
/s/ Christopher O. Petersen Christopher O. Petersen |
President (Principal Executive Officer) |
/s/ R. Glenn Hilliard* R. Glenn Hilliard |
Trustee | |||
/s/ Michael G. Clarke* Michael G. Clarke |
Chief Financial Officer (Principal Financial Officer) Chief Accounting Officer (Principal Accounting Officer) |
/s/ Catherine James Paglia* Catherine James Paglia |
Trustee | |||
/s/ William A. Hawkins* William A. Hawkins |
Chair of the Board |
/s/ Leroy C. Richie* Leroy C. Richie |
Trustee | |||
/s/ Kathleen A. Blatz* Kathleen A. Blatz |
Trustee |
/s/ Anthony M. Santomero* Anthony M. Santomero |
Trustee | |||
/s/ Edward J. Boudreau, Jr.* Edward J. Boudreau, Jr. |
Trustee |
/s/ Minor M. Shaw* Minor M. Shaw |
Trustee | |||
/s/ Pamela G. Carlton* Pamela G. Carlton |
Trustee |
/s/ Alison Taunton-Rigby* Alison Taunton-Rigby |
Trustee | |||
/s/ William P. Carmichael* William P. Carmichael |
Trustee |
/s/ William F. Truscott* William F. Truscott |
Trustee | |||
/s/ Patricia M. Flynn* Patricia M. Flynn |
Trustee |
* | 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 May 23, 2016, filed herewith as Exhibit (q)(3) to Post-Effective Amendment No. 52 to Registration Statement No. 333-146374 of the Registrant on Form N-1A, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 31, 2016, and incorporated by reference to Post-Effective Amendment No. 49 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 19, 2016. |
Exhibit Index
(d)(36) |
Subadvisory Agreement, dated March 15, 2016, between Columbia Management Investment Advisers, LLC and CenterSquare Investment Management, Inc. | |
(p)(28) |
CenterSquare Investment Management, Inc. Code of Ethics, dated November 2014. | |
(q)(3) |
Power of Attorney for Michael G. Clarke, dated May 23, 2016. |
Document Number: 346718
SUBADVISORY AGREEMENT
Agreement made as of the 15 th day of March, 2016 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (Investment Manager), and CenterSquare Investment Management, Inc., a Pennsylvania corporation (Subadviser).
WHEREAS, the portfolio listed in Schedule A (the Fund) is a series of an open-end investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act).
WHEREAS, Investment Manager entered into an Investment Management Services Agreement (the Advisory Agreement) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.
WHEREAS, the effective date of this Agreement is June 1, 2016.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. | Subadvisers Duties . |
(a) | Portfolio Management . Subject to supervision by Investment Manager and the Funds Board of Directors/Trustees (the Board), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Funds assets), including the purchase, retention, and disposition thereof, in accordance with the Funds investment objectives, policies, and restrictions as set forth in the Funds prospectus (Prospectus) and the Funds Statement of Additional Information (SAI) as the same may be revised from time to time, and subject to the following understandings: |
(i) | Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment |
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Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager. |
(ii) | Investment Limits . In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Funds Prospectus and the Funds SAI; (b) instructions and directions of Investment Manager and of the Board as provided to Subadviser; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above. |
(iii) | Portfolio Transactions . |
(A) | Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated persons of Investment Manager or Subadviser (as that term is defined by the 1940 Act) selected by Subadviser; provided, however, that such orders shall be consistent with Subadvisers brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadvisers other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadvisers overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. |
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Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable
(B) | Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. |
(C) | Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliated persons (as that term is defined by the 1940 Act) unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Funds policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund. |
(iv) | Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadvisers performance under this Agreement at reasonable times and upon reasonable advance notice. |
(v) | Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Funds assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Managers reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund. |
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(b) | Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Funds annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadvisers management of the Fund in order to support the Funds filings on Form N-CSR and Form N-Q, and the Funds Principal Executive Officers and Principal Financial Officers certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadvisers management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadvisers Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the Advisers Act), or his or her designee with respect to the design and operation of Subadvisers compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Managers obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act. |
(c) | Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadvisers services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Funds request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof. |
(d) | Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) commercially reasonable errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures. |
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(e) | Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (Confidential Information), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to Fund Portfolio Information, which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Managers directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadvisers directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other partys Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Managers Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadvisers Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund, as well as trade data repositories; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadvisers current client list. Such list may be used with third parties. |
(f) | Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadvisers obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim. |
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2. | Investment Managers Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadvisers performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliated persons of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Funds assets that would require knowledge of the Funds holdings other than the assets subject to this Agreement. |
3. | Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any. |
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Document Number: 346718
4. | Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Funds average daily net assets or the average daily net assets of the portion of the Funds assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund. |
5. | Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadvisers services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Funds distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, but such costs shall not exceed $10,000 per prospectus supplement. Such costs shall include preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (Changes), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed, provided however that Subadvisers pro-rata amount shall not exceed $10,000. |
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All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund
In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
6. | Representations of Subadviser . Subadviser represents and warrants as follows: |
(a) |
Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act, other than by virtue of serving as a subadviser to the Fund; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange Commission (the SEC) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, |
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(4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. |
(b) | Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. |
(c) | Subadviser has provided Investment Manager with a copy of Subadvisers Form ADV Part 2A, and promptly will furnish a copy of any amendments its Form ADV Part 2A to Investment Manager (at least annually). |
(d) | Subadviser will promptly notify Investment Manager of any changes in its controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser. |
7. | Representations of Investment Manager . Investment Manager represents and warrants as follows: |
(a) | Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; |
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and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.
(b) | Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadvisers prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries. |
(c) | The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets. |
(d) | Investment Manager is establishing and will be maintaining the Funds account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes. |
(e) | The Board has approved the appointment of Subadviser pursuant to this Agreement, and either shareholder approval of this Agreement has been obtained, or shareholder approval of this Agreement is not required under section 15 of the 1940 Act. |
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8. | Liability and Indemnification . |
(a) | Subadviser assumes no responsibility under this Agreement other than to render the services provided by it under this Agreement. Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act) (collectively, Fund and Investment Manager Indemnitees) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or by reason of (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder ; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. |
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Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such instruction constitutes willful misconduct, bad faith, reckless disregard, or negligence of Subadviser. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.
(b) | Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, Subadviser Indemnitees) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or by reason of (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund. |
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(c) | After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (Indemnified Party) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (Indemnifying Party), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof within five (5) business days of receipt of the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. |
(d) | Under no circumstances shall any party hereto be liable to another for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages. |
9. | Duration and Termination . |
(a) | Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as that term is defined in the 1940 Act) of any such party, or (ii) by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. |
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(b) | Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days written notice to Subadviser; (ii) upon material breach by Subadviser of any of the representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as that term is defined in the 1940 Act) or upon the termination of the Advisory Agreement. |
(c) | In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement. |
10. | Subadvisers Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadvisers right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients. |
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11. | References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadvisers name as required for public filings and marketing materials in accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAIs, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. |
12. | Notices . Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (Notice) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication: |
In the case of Subadviser:
CenterSquare Investment Management, Inc.
Attn: Liz Conklin, Director of Operations
630 West Germantown Pike, Suite 300
Plymouth Meeting, PA 19462
Tel: (610) 818-4649
Fax: (610) 818-4641
with a copy to:
operations@centersquare.com
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In the case of 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
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (Business Day) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
13. | Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Funds shareholders to the extent required by the 1940 Act. |
14. | Assignment . This Agreement shall terminate automatically in the event of its assignment (as that term is defined in the 1940 Act). The Subadviser shall notify the Investment Manager in writing reasonably in advance of any proposed/potential assignment, including any change of control (as that term is defined in the 1940 Act) of Subadviser, to enable the Investment Manager to consider whether an assignment under the 1940 Act and the rules and regulations promulgated thereunder has occurred, and to take the steps necessary to enter into a new contract with the Subadviser or such other steps as the Investment Manager and/or the Board may deem appropriate. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as otherwise provided by the 1940 Act or the rules and regulations thereunder. |
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15. | Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. |
16. | Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. |
17. | Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. |
18. | Interpretation . Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order. |
19. | Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein. |
20. | Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms. |
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21. | 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. |
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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 | CenterSquare Investment Management, Inc. | |||||||
By: |
Christopher O. Petersen |
By: |
E. Todd Briddell |
|||||
Signature | Signature | |||||||
Name: |
Christopher O. Petersen |
Name: |
E. Todd Briddell |
|||||
Printed | Printed | |||||||
Title: |
Vice President and Assistant Secretary |
Title: |
Chief Executive Officer |
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SUBADVISORY AGREEMENT
SCHEDULE A
[REDACTED DATA]
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Code of Ethics
Policy and Procedures
November 2014
I. | Introduction |
This Code of Ethics (the Code) has been adopted by CenterSquare Investment Management, Inc. (CSIM) and CenterSquare Investment Management Holdings, Inc.(CSIMH), collectively referred to herein as, the Adviser or CenterSquare, each a registered investment adviser under the Investment Advisers Act of 1940 (the Advisers Act), primarily for the purpose of providing rules for employees with respect to adherence to certain standards of conduct along with abiding by policies regarding personal securities transactions.
Securities and Exchange Commission (SEC) Rule 204A-1 (the Rule) under the Investment Advisors Act of 1940, as amended, requires investment advisors to adopt codes of ethics. The Rule requires an investment advisors code of ethics to set forth standards of conduct and requires supervised persons to comply with applicable federal securities laws. The code of ethics must address personal trading, including the reporting of personal securities holdings and transactions and the pre-approval of certain investments. This Code was adopted to adhere to the Rule. As a sub-adviser to one or more investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), the Code also adheres to Rule 17j-1 under the 1940 Act.
The Code applies to all Supervised Persons 1 of the Adviser. In addition, the Rule requires Supervised Persons that are Access Persons of the Adviser to report, and the investment advisor to review, their personal securities transactions and holdings periodically. The Advisers Act defines Access Person to mean any supervised persons of the Adviser who (1) has access to nonpublic information regarding any advisory clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (2) is involved in making securities recommendations to advisory clients, or who has access to such recommendations that are nonpublic. Refer to section VPSTP for personal security trading policies.
1 | Supervised Persons is defined as any officer, partner, or director (or other person occupying a similar status or performing similar functions) or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. |
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The Code consists of two main components including:
1) | BNY Mellon Code of Conduct and Interpretive Guidance (the BNY Mellon Code); and |
2) | BNY Mellon Personal Securities Trading Policy (the PSTP). |
II. | Background |
The investment management industry is closely regulated under the provisions of the federal securities laws including, but not limited to, the Advisers Act and the 1940 Act, and by the regulations and interpretations of the Securities and Exchange Commission (the SEC) under those statutes. Transactions in securities are also governed by the provisions of the Securities Act of 1933 (the Securities Act), and the Securities Exchange Act of 1934 (the Exchange Act) as well as by state laws. The rules of conduct set forth in this Code are based in large part on rules of law and legal concepts developed under the federal securities laws. These legal concepts do not remain static, and further developments of the law in these areas may be expected. They were developed in an effort to self-regulate and preserve investors confidence that their interests are placed ahead of our own personal trading activities. Supervised Persons of the Adviser should conduct business so as to avoid not only any violation of law, but also any appearance of violation or grounds for criticism.
III. | Scope of the Code of Ethics |
The Code covers two general topic areas. First, it includes expectations for business conduct for all employees of the Adviser and clarifies employee responsibilities to clients, suppliers, government officials, competitors and the communities served by employees. Refer to Section IV for discussion of the Mellon Code.
Second, the Code includes specific rules, restrictions and reporting obligations with respect to personal securities transactions. These requirements have been adopted for the purpose of better avoiding any conflicts of interest, or any appearances of conflicts of interest, between the securities trading which the Adviser undertakes on behalf of clients (including the Funds) and personal securities trading by employees of the Adviser and other persons subject to this Code. The rules are intended to better assure that trading on behalf of clients is given priority over trading for personal accounts, and that trading for personal accounts does not take place at a time which could adversely affect the trading for clients. Refer to Section V for discussion of the PSTP.
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Other general restrictions are also discussed below.
IV. | BNY Mellon Code |
Summary of BNY Mellon Code
The BNY Mellon Code is a separate BNY Mellon policy document that provides the framework and sets the expectations for business conduct for all employees of the Adviser. In addition, it clarifies employee responsibilities to clients, suppliers, government officials, competitors and the communities served by employees and outlines important legal and ethical issues.
It is the responsibility of all employees to read and understand the BNY Mellon Code along with specific policies (e.g. Gifts and Entertainment).
The BNY Mellon Code includes, but is not limited to, key principles regarding the following:
1) | Conflicts of Interest : gifts, entertainment and other payments; personal conflicts of interest; fiduciary appointments and bequests; outside affiliations, outside employment and certain outside compensation issues; and disclosure of relationships and transactions; |
2) | Proper Use and Care of Information and Proper Recordkeeping : proprietary information and intellectual property; data integrity and corporate information; use of e-mail and internet; accurate accounting and internal controls; use of non- public or inside information; talking to the media; and document retention; |
3) | Dealing with Customers, Prospects, Suppliers, and Competitors : business relationships with customers, prospects, suppliers, and competitors; business decisions; exploitation of relationships and use of the companys name, letterhead or facilities; knowing your customer; and recognizing and reporting illegal, suspicious, or unusual activities; |
4) | Doing Business With the Government : complying with government contracts, government contracting laws and regulations; integrity in the sales and marketing process; truthful, accurate statements and recordkeeping; safeguarding government information and property; cooperating with government audits and investigations; and meeting employment and labor obligations; |
5) | Personal Finances : personal investments; personal brokerage accounts; political campaign contributions; contributions to not-for-profit entities; and individual employees regulatory requirements; and |
6) | Compliance with the Law : among other matters illegal or criminal activities; investigations; and protection of company assets. |
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Employee Reporting
All employees are required to use CODERAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various other specific policies (e.g. gifts and entertainment). CODERAP is a web- based system available to all employees through internet explorer. The approval of (1) the employees Manager, (2) the Sector Head/Designated Business Leader (CenterSquare CEO/COO) and (3) BNY Mellon Ethics Office is required for CODERAP submissions.
Employees are responsible for reporting any violations of the BNY Mellon Code to CenterSquares Chief Compliance Officer.
BNY Mellon Code Monitoring
The following procedures exist to monitor employee adherence to the BNY Mellon Code:
| All employees are required to complete an Annual BNY Mellon Code Certification; |
| CenterSquare Compliance requires all employees to complete a Quarterly CenterSquare Compliance Questionnaire designed to ascertain compliance with the significant provisions of the Code; |
| Periodic review of employee email to identify potential regulatory violations or violation of policy; |
| CenterSquare Compliance holds mandatory compliance orientation with all new employees which provides a review of the Code and its key components; |
| CenterSquare Compliance holds a mandatory annual compliance training for all employees which provides an overview of the Code of Ethics and related policies; |
| All new employees certify that they have read and understand the Code and its primary components, BNY Mellon Code and PSTP; and |
| All new employees are required to complete BNY Mellon Compliance Curriculum which may include training relating to one or more of the following areas: |
| SAR/AML |
| Code of Conduct |
| Insider Trading/Conflicts of Interest |
| Privacy Policies for Protecting Information |
| Information Protections and Classification Standards |
| Ethical Conduct/Leadership |
| Bribery and Corruption |
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V. | PSTP |
Summary of PSTP
The PSTP is a separate BNY Mellon trading policy designed to reinforce the companys reputation for integrity by avoiding even the appearance of impropriety and to ensure compliance with applicable laws in the conduct of our business. The PSTP sets forth procedures and limitations that govern the personal securities transactions of CenterSquare employees in accounts held in their own names as well as accounts in which they have indirect ownership. It is the responsibility of all employees to read and understand the PSTP.
CenterSquare, and our related persons and employees, may, under certain circumstances and consistent with the PSTP, purchase or sell for their own accounts securities that we also recommend to clients. However, as an additional control measure, CenterSquare employees designated as ADMs and IEs (defined below) are prohibited from holding securities in discretionary accounts that are part of the CSIMs universe of investable public securities for client accounts.
The PSTP imposes different requirements and limitations on employees based on the nature of their business activities and responsibilities. Each of CenterSquares employees is classified as one of the following:
1) | Investment Employee (IE): IEs are employees who, as part of their responsibilities, have access to nonpublic information regarding any advisory clients purchase or sale of securities or nonpublic information regarding the portfolio holdings of any proprietary account, or have access to such recommendations before they are public. IEs of the Adviser include Officers of the Adviser, members of CSIMHs Investment Committee, Sales and Marketing employees, and other employees with access to portfolio holdings of CISM; |
2) | Access Decision Maker (ADM): ADMs (generally portfolio managers and research analysts who make recommendations or decisions regarding the purchase or sale of publicly traded real estate securities for commingled funds including sub-advised mutual funds and other managed accounts) are subject to the most extensive procedures under the PSTP; |
3) | FINRA Employee (FINRA): FINRA designated employees are subject to regulation resulting from his /her registration with FINRA and who are otherwise not classified as IEs; and |
4) | Non-Classified Employee (NCE): CenterSquare employees are considered NCEs if they are not designated for any of the above noted classifications. NCEs are generally employees of CIM which do not have responsibilities with respect to publicly traded real estate securities nor have access to portfolio holdings. |
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IEs and ADMs are considered Access Persons.
The following represents a summary of PSTP requirements. All employees need to be familiar with the PSTP stand alone policy:
1) | Access Persons are subject to preclearance and personal securities reporting requirements, with respect to discretionary accounts in which they have direct or indirect ownership; |
2) | U.S. based Access Persons are subject to the use of BNY Mellon approved brokers, which facilitates automated reporting of personal securities transactions to the BNY Mellon personal security trading system (PTA); |
3) | Transaction reporting is not required for non-discretionary accounts, transactions in exempt securities or certain other transactions that are not deemed to present any potential conflicts of interest; |
4) | Preclearance is not required for transactions involving certain exempt securities (such as open-end investment company securities that are not BNY Mellon proprietary funds or money market funds and short-term instruments, non- financial commodities; transactions in non-discretionary accounts (approved accounts over which the employee has no direct or indirect influence or control over the investment decision-making process); transactions done pursuant to automatic investment plans; and certain other transactions detailed in the PSTP which are either involuntary or deemed not to present any potential conflict of interest; |
5) | A restricted list of companies whose securities are subject to trading restrictions is utilized to determine whether or not to grant trading authorization; |
6) | The acquisition of any securities in a private placement requires prior written approvals regardless of employee classification; |
7) | With respect to transactions involving BNY Mellon company securities, all employees regardless of classification are also prohibited from engaging in short sales, purchases on margin, option transactions (other than employee option plans), and short-term trading ( i.e. , purchasing and selling, or selling and purchasing BNY Mellon securities within any 60 calendar day period); |
8) | Vesting of restricted stock awards does not constitute an action for the 60 day period requirement but security holdings net of withholding is required to be reported in PTA by Access Persons employees; |
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9) | With respect to non-BNY Mellon securities purchasing and selling, or selling and purchasing the same or equivalent security within 60 calendar days is discouraged, and any profits must be disgorged; and |
10) | No employee should knowingly participate in or facilitate late trading, market timing or any other activity with respect to any fund in violation of applicable law or the provisions of such funds disclosure documents. |
PSTP Reporting
The following represents employee reporting requirements under PSTP:
Initial Reporting
| Within 10 days of being classified as an IE or ADM employee and setup on the PTA system, the employee must complete 2 Certifications in PTA for: |
| Direct/indirect owned accounts that can hold reportable securities |
| Direct/indirect covered securities held within and outside of accounts |
Quarterly
| Within 30 days after the end of each calendar quarter, IEs and ADMs must certify: |
| transactions in covered securities |
| confirm covered accounts are disclosed |
| update holdings for any activity that does not require preclearance (e.g., dividend reinvestments, automatic investment programs, splits, gifts) or discrepancy |
| acknowledge compliance with the policy |
Annually
| Within 30 days after the end of each calendar year, IEs and ADMs must certify: |
| transactions in covered securities |
| confirm covered accounts are disclosed |
| update holdings for any activity that is not reflected from broker feeds |
| acknowledge compliance with the policy |
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Other Reporting Requirements
| Other reporting requirements imposed by CenterSquare include: |
| Employees classified as FINRA Employees or NCEs are required to pre-clear trades for securities that appear on CenterSquares restricted security list (Restricted List); |
| FINRA Employees and NCEs are required to pre-clear any trades of BNY Mellon company securities as noted in the PSTP; and |
| FINRA Employees certify holdings in PTA annually. |
PSTP Monitoring
The following procedures exist to monitor employee adherence to the PSTP:
| The BNY Mellon Ethics Office monitors employee personal security trading utilizing the PTA system; |
| The Ethics Office provides a quarterly certification to CenterSquare Compliance confirming that the PSTP was monitored in accordance with policy requirements and Policy in accordance with the requirements of that policy All employees are required to complete an Annual BNY Mellon Code Certification The Personal Securities Trading Policy addresses the requirements of Rules 204A-1 and 206(4)-(7)(a) of the Investment Advisers Act of 1940 and Rules 17j-1 and 38a- 1(a)(1) of the Investment Company Act of 1940; |
| CenterSquare Compliance monitors employee completion of PSTP policy reporting requirements; |
| CenterSquare Compliance performs a periodic comparison of IE and ADM security holdings against the Restricted List to ensure no holdings of restricted securities; |
| CenterSquare Compliance reconciles broker statements for international employees to holdings reported in the PTA system; and |
| On a periodic basis, CenterSquare Compliance attempts to pre-clear restricted securities to ensure denial of pre-clearance. |
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VI. | Other General Restrictions |
Restrictions Under Rule 17j-l(a) Under the 1940 Act
No Supervised Person may:
(a) employ any device, scheme or artifice to defraud any client of the Adviser (including the Funds and their shareholders);
(b) make to any client of the Adviser (including the Funds and their shareholders) any untrue statement of a material fact or omit to state to such client (including the Funds and their shareholders) a material fact necessary in order to make the statements made in light of the circumstances under which they are made, not misleading;
(c) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any client of the Adviser (including the Funds and their shareholders); or
(d) engage in any manipulative practice with respect to any client of the Adviser (including the Funds and their shareholders).
Any violation of the above shall be considered a violation of this Code.
Insider Trading
No Supervised Person shall purchase or sell any security for his or her own behalf or on behalf of others (including, but not limited to, any client of the Adviser and any members of the immediate family of the Supervised Person) while the Adviser or the Supervised Person is in possession of material, nonpublic information (insider information) concerning the security or the issuer of the security. In addition to compliance with the requirements of this Code, all personnel must comply with the insider trading restrictions set forth in the BNY Mellon Code. A violation of the Advisers insider trading restrictions may result in criminal and civil penalties, including civil injunctions, treble damages, disgorgement of profits, jail sentences, and 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. Employees should be familiar with CenterSquares separate Securities Firewall Policy.
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Confidentiality of Information
Information about actual purchase or sale decisions, contemplated purchases or sales, or other transactions under consideration by the Adviser on behalf of any client or funds, whether or not actually authorized as well as portfolio holdings of any client of funds, must be kept confidential. Employees of CenterSquare shall not divulge to any person contemplated or completed securities transactions of any client or fund managed by CenterSquare, except in the performance of his or her duties, unless such information previously has become a matter of public knowledge or is required by law. Research information on portfolio issues must not be divulged to persons who do not have a need to know such information in connection with their employment by the Adviser. In addition, information about clients of funds, which includes a clients or investors identity and financial information, is confidential and must not be disclosed without the express written consent of the client. Employees of CenterSquare must use care in keeping information confidential. Any violation of these confidentiality requirements shall be a violation of this Code.
Social Media
Employees need to be aware that posting of any information about the firm on a social media site may be considered advertising and, as such, subject the firm to SEC advertising rules. Therefore, the following procedures are to be followed to ensure that regulatory requirements are met:
| Any firm profiles posted on LinkedIn or other social media sites require pre- approval by the firms Chief Compliance Officer and Director of Client Services and Marketing to ensure that profiles are not false or misleading; |
| As a matter of practice, the firm prohibits access to certain social media sites from internal company servers including Facebook, Twitter, and MySpace; |
| Any content that is posted on social media sites must not be considered a testimonial. A testimonial is a statement relating to a clients experience with, or endorsement of the firm; |
| Firm performance will not be permitted to be posted on social media sites; |
| Employees will certify quarterly that they have complied with the firms social media policies; |
| The Chief Compliance Officer or designee will perform a periodic review of social media sites to determine that any firm information posted on these sites complies with advertising rules and does not contain factually incorrect information or misleading statement. |
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VII. | Code Violations |
Violations of any aspect of this Code require immediate reporting to CenterSquares Chief Compliance Officer. The Chief Compliance Officer will make determination of communication to Senior Management and/or BNY Mellon Ethics Office. All employees have the opportunity to report matters directly to the Ethics Office.
PSTP Non-Compliance
Non-compliance with the PSTP may result in the following:
| Written notification with copies provided to CenterSquares Senior Management and Chief Compliance Officer; |
| Repeat violations may result in the following: |
| suspension of trading privileges |
| Employee non-compliance effecting performance/compensation reviews |
| Selling of positions and disgorgement of profits |
Serious violations or continued repeated violations of the PSTP may result in dismissal of an employee or other employment actions and potential referral to law enforcement.
VIII. | Record Retention |
The Adviser is required to make and keep accurate and current records of securities transactions in which the Adviser, its officers and directors, and certain employees and other related persons have a beneficial interest. The reporting requirements set forth in this Code will enable the Adviser to fulfill this requirement and recordkeeping requirements of Rule 204A-1 under the Investment Advisors Act of 1940, as amended, and Rule 17j-1 of the Investment Company Act of 1940, as amended.
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CODE OF
CONDUCT
DOING WHATS RIGHT
BNY MELLON | INVESTED
TABLE OF CONTENTS
CHAIRMANS LETTER // 1 |
DOING WHATS RIGHT // 2 |
HOW TO REPORT A CONCERN // 3 |
KEY PRINCIPLES OF OUR CODE // 4 |
WHAT YOU SHOULD KNOW ABOUT OUR |
CODE OF CONDUCT // 5-9 |
Our values // 5 |
Purpose of our Code // 6 |
Who must follow this Code? // 6 |
Waivers of the Code for executive officers // 6 |
What is expected of employees? // 7 |
Cooperating with Regulatory Agencies // 8 |
What is expected of managers // 8 |
Managing risk as a manager // 8 |
Responsibility to ask questions and report concerns // 8 |
What happens when a concern is reported? // 9 |
Zero tolerance for retaliation // 9 |
Cooperating with an investigation // 9 |
RESPECTING OTHERS // 10-13 |
Mutual respect and professional treatment // 10 |
Harassment-free environment // 12 |
Safety and security // 13 |
Managers responsibilities // 13 |
AVOIDING CONFLICTS // 14-23 |
Overview // 14 |
Gifts and entertainment // 15 |
Outside employment and business dealings // 18 |
Outside service as a director, officer, general partner, political appointment or elected position // 20 |
Ownership of an outside business // 21 |
Fiduciary appointments // 21 |
Personal investment decisions // 21 |
Dealing with family and close personal friends // 22 |
Corporate opportunities // 23 |
CONDUCTING BUSINESS // 24-27 |
Fair competition and anti-trust // 24 |
Anti-corruption and improper payments // 26 |
Combating financial crime and money laundering // 27 |
WORKING WITH GOVERNMENTS // 28-29 |
Your obligations //28 |
Basic principles //29 |
PROTECTING COMPANY ASSETS // 30-36 |
Financial integrity // 30 |
Additional standards for senior financial professionals // 31 |
Use of company assets // 31 |
Protecting client and employee records and observing our privacy principles // 32 |
Records management // 33 |
Use of computers, systems and corporate information // 33 |
Inside or proprietary information // 35 |
SUPPORTING OUR COMMUNITIES // 37-39 |
Political activities // 37 |
Investor and media relations // 38 |
Charitable contributions and corporate sponsorship // 39 |
Participating in trade associations, conferences and speaking engagements // 39 |
ADDITIONAL HELP // 40-41 |
The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do Whats Right . The most current version of the Code can be found on MySource.
Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.
Gerald L. Hassell Chairman and Chief Executive Officer |
Dear Colleague:
Trust is everything in our business. Our clients and other market participants expect us to conduct business with the highest ethical standards no exceptions.
Fortunately,our Doing Whats Right program can help you to manage compliance and ethics issues that might arise in the workplace. Its a simple three-step process that everyone can use to help them make the right call when difficult issues and questions come up.
But, there is one part of the process that still requires a bit more effort and knowledge and that is before any of us can do whats right, we all have to know whats right. It can be difficult to understand all the laws and regulations we must comply with and the company policies and procedures we must adhere to.
Thats why we have updated the Code of Conduct to make it easier to read and understand. We have put in everyday language the basics you need to know as you go about your daily work. While its not an exhaustive document, the revised Code will certainly give you a clearer understanding of the fundamental concepts that apply across our businesses.
This revised Code will also help you in another important way. Often, the best indication any of us have that something is wrong is our own instinct. If something feels wrong, it may well be. Speak up. Ask questions. Get more information until you are satisfied. The revised Code can help you determine if something is really wrong and if further action is appropriate, such as speaking to your manager, your managers manager or someone in Legal, Audit, Compliance, Human Resources, or our Ethics Hot Line or Help Line.
A final, but critical, point BNY Mellon has zero tolerance for retaliation against anyone who reports a concern or misconduct in good faith, and with the reasonable belief that the information is true. No one has the authority to justify an act of retaliation, and any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal. I want you to never be afraid or reluctant to speak up when appropriate.
So, please take the time to review the Code of Conduct. Its one of the most important ways to ensure that youre always Doing Whats Right .
|
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DOING WHATS RIGHT
AT BNY MELLON, DOING WHATS RIGHT MEANS
| Contributing to an ethical culture is expected and valued, |
| Conducting business in full compliance with all applicable laws and regulations, and in accordance with the highest ethical standards, |
| Fostering honest, fair and open communication, |
| Demonstrating respect for our clients, communities and one another, |
| Being accountable for your own and team actions, and |
| Being willing to take a stand to correct or prevent any improper activity or business mistake. |
HOW TO DO WHATS RIGHT
| Put company values, policies and procedures into action, |
| Know the laws and regulations affecting your job duties and follow them, |
| Take responsibility for talking to someone if you see a problem, and |
| Ask questions if you are unsure of the right thing to do. |
WHEN YOU ARE UNCERTAIN, ASK YOURSELF THESE QUESTIONS
| Could the action affect the companys reputation? |
| Would it look bad if reported in the media? |
| Am I uncomfortable taking part in this action or knowing about it? |
| Is there any question of illegality? |
| Will the action be questionable with the passage of time? |
If the answer to any of these questions is yes, ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Dont stop asking until you get the help you need.
ITS YOUR OBLIGATION TO DO WHATS RIGHT .
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HOW TO REPORT A CONCERN
Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.
Ethics Help Line
(operated by members of the companys Ethics Office)
| United States and Canada: 1-888-635-5662 |
| Europe: 00-800-710-63562 |
| Brazil: 0800-891-3813 |
| Australia: 0011-800-710-63562 |
| Asia: appropriate international access code +800-710-63562 (except Japan) |
| Japan: appropriate international access code +800-710-6356 |
| All other locations: call collect to 412-236-7519 |
Please note that your phone call can be anonymous.
E-mail: ethics@bnymellon.com (To remain anonymous, please use the telephone help line for reporting your concern.)
Ethics Hot Line
(operated by EthicsPoint, an independent hot line administrator)
| United States and Canada: 1- 866-294-4696 |
| Outside the United States dial the AT&T Direct Access Number for your country and carrier, then 866-294-4696 |
AT&T Direct Access Numbers by Country/Carrier
| United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011;INTL 0-800-013-0011 |
| India: 000-117 |
| Brazil: 0-800-890-0288 |
| Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288 |
| Japan: Softbank Telecom 00 663-5111; KDDI 00 539-111 |
| Australia: Telstra 1-800-881-011; Optus 1-800-551-155 |
| Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266 |
| Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001 |
Web Report: http://www.ethicspoint.com (hosted on EthicsPoints secure servers and is not part of the companys web site or intranet).
Please note that all contacts to EthicsPoint can be anonymous.
Incident Reporting
If your concern involves potential criminal or unusual client activity, you must file an Incident Report within 72 hours. In the U.S., you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.
Directors Mailbox
If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-management director@bnymellon.com or by postal mail addressed to:
BNY Mellon Corporation
Church Street Station
PO Box 2164
New York, New York 10008-2164 USA
Attention: Non-Management Director
Please note the postal mail option can be anonymous.
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KEY PRINCIPLES OF OUR CODE
RESPECTING OTHERS
We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because its the right thing to do.
AVOIDING CONFLICTS
We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.
CONDUCTING BUSINESS
We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.
WORKING WITH GOVERNMENTS
We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.
PROTECTING COMPANY ASSETS
We ensure all entries made in the companys books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.
SUPPORTING OUR COMMUNITIES
We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.
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At the foundation of our Code of Conduct are our Values Client Focus , Integrity , Teamwork and Excellence .
Our values underscore our commitment to be a client-focused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.
WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT
OUR VALUES
Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company.
| Client Focus: Putting the client at the center of all that we do |
| Integrity: Acting with the highest ethical standards for our company, our employees and our clients |
| Teamwork: Fostering collaboration and diversity to empower employees to build relationships and deliver insights |
| Excellence: Setting the standard for leading-edge solutions, innovation and continuous improvement |
WHAT OUR VALUES DO:
| Explain what we stand for and our shared culture |
| Span geographies and lines of business |
| Represent the promises made to our clients, communities, shareholders and each other |
| Are critical to our success |
5
PURPOSE OF OUR CODE
Todays global marketplace is filled with a host of new challenges and changes, but one constant guides us the mandate to meet the highest standards of legal and ethical integrity.
The Code of Conduct is the foundation of our commitment to Doing Whats Right , but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. Youre expected to use common sense and good judgment, and seek advice when youre unsure of the proper response to a particular situation.
The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.
WHO MUST FOLLOW THIS CODE?
All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.
WAIVERS OF THE CODE FOR EXECUTIVE OFFICERS
Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the companys Board of Directors (or a committee of the Board) and disclosed promptly to shareholders. Individuals who are deemed to be executive officers of BNY Mellon will be notified as appropriate.
Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional. Its how we do business: its the embodiment of Doing What s Right .
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Q&A
Q: I work outside of the U.S. Do U.S. laws apply to me?
A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the U.S., so U.S. laws may apply to certain business activities even if they are conducted outside of the U.S. The reverse may also be true other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.
WHAT IS EXPECTED OF EMPLOYEES?
Youre responsible for contributing to our culture of Doing Whats Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location. In these situations, youre expected to follow the more restrictive rules.
Youre expected to ask your manager if you have questions about performing your job. If you do not get an adequate response, its your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.
No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.
Identifying and managing risk is the responsibility of every employee. Youre required to adhere to the established internal controls in your area of responsibility and promptly elevate all risk, compliance and regulatory concerns to your manager.
Youre expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the companys business, the matter will be reported to the appropriate authorities.
You are required to use CODERAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system which you can learn more about by visiting MySource, the companys intranet site. If you need assistance or do not have access to a PC, ask your manager for help.
Youre obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.
7
Q&A
Q: What is my role in managing risk?
A: Each employee plays an important role in managing risk when you:
| Perform your job with integrity and in compliance with policies, procedures and the law |
| Adhere to the controls established for your business |
| Ask questions if instructions are not clear or if you are unsure of the right thing to do |
| Escalate issues immediately to your manager (e.g., an error, a missed control, wrong doing or incorrect instructions) |
Doing Whats Right means being accountable for your own and your teams actions, and being willing to take a stand to correct or prevent any improper activity or a business mistake.
COOPERATING WITH REGULATORY AGENCIES
All employees are required to cooperate with regulators. Your communications with regulatory personnel are expected to be responsive, complete and transparent. Any commitments you have made in response to exam findings and any responses to regulatory information requests are to be completed within the agreed time frame. You must notify your manager immediately should situations arise that make it unlikely that you will meet the agreed upon commitments. In addition, your compliance officer should be advised of any delays in meeting regulatory commitments.
WHAT IS EXPECTED OF MANAGERS?
Those who manage or supervise others have a special obligation to set an example in Doing Whats Right . Some of the ways youre expected to demonstrate this leadership include:
| Creating a culture of risk management, compliance and ethics, |
| Considering risk in all your decision making, |
| Reinforcing with your staff the importance of early identification and escalation of potential risks to the appropriate managers, |
| Ensuring employees have the relevant resources to understand their job duties, |
| Monitoring compliance with the Code of Conduct, company policies and procedures of the employees you supervise, |
| Fostering an environment in which employees are comfortable raising questions and concerns without fear of retaliation, |
| Reporting instances of non-compliance to the proper management level, |
| Taking appropriate disciplinary action for compliance and ethics violations, and |
| Reviewing the Code of Conduct no less than annually with your staff. |
MANAGING RISK AS A MANAGER
As a manager, you must always consider risk in your decision making. You are required to understand fully the risk, compliance and regulatory issues that may impact the areas you serve. You are required to escalate any concerns immediately to the appropriate management level to ensure the requisite attention is given to the matter. In addition, any corrective measures must be implemented timely, thoroughly and in a sustainable manner.
RESPONSIBILITY TO ASK QUESTIONS AND REPORT CONCERNS
You are required to speak up immediately if you have a question or concern about what to do in a certain situation or if you believe someone is doing or about to do something that violates the law, company policy or our Code of Conduct. If you have a genuine concern, you must raise it promptly.
8
Q&A
Q: Where do I go for help if Im uncomfortable talking to my management?
A: You can contact the Ethics Help Line or the Ethics Hot Line. The contact information is located in the Code of Conduct, on MySource and on the companys public Internet site.
Q&A
Q: Can I report a concern anonymously?
A: Yes, you can report your concern to the Ethics Help Line or Ethics Hot Line anonymously if you wish.
If you have a question or concern, your manager is usually a good place to start. Other people you may go to for help or advice are:
| Your managers manager |
| Your line of business Compliance officer |
| Someone in the Human Resources or the Legal department |
You must speak up. If your concern is not addressed, raise it through other channels. You can always contact the Ethics Office through the Ethics Help Line or Ethics Hot Line.
You can also visit the Doing Whats Right section of the Compliance and Ethics page on MySource for more information on reporting an issue or incident.
WHAT HAPPENS WHEN A CONCERN IS REPORTED?
When you report a concern to the Ethics Help Line or Ethics Hot Line, your concerns will be taken seriously and investigated fully. Be prepared to give detailed information about your concern. You can choose to be anonymous if you want. Your confidentiality will be protected to the fullest extent possible and every effort will be made to quickly resolve your concern.
These reporting mechanisms are meant to be used only when you have a genuine concern that something is wrong. You will not be provided protection for your own misconduct just because you filed a report or if you knowingly give a false report.
ZERO TOLERANCE FOR RETALIATION
Anyone who reports a concern or reports misconduct in good faith, and with the reasonable belief that the information is true, is demonstrating a commitment to our values and following our Code of Conduct. The company has zero tolerance for acts of retaliation. Zero means zero. No one has the authority to justify an act of retaliation. Any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal.
COOPERATING WITH AN INVESTIGATION
Youre required to cooperate with any investigation into alleged violations of our Code of Conduct, laws, regulations, policies or procedures, and are expected to be truthful and forthcoming during any investigation. This includes situations where you are an involved party, a witness, or are asked to provide information as part of an investigation. Any attempt to withhold information, sabotage or otherwise interfere with an investigation may be subject to any level of disciplinary action up to and including dismissal.
Remember, investigations are confidential company matters. To protect the integrity of the investigation, and to the maximum extent permitted by applicable law (which permits the initiation of communications to, and cooperation with the SEC, FINRA, CFTC and NFA or other governmental or regulatory bodies or officials) you are not allowed to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with other employees or the public.
9
ITS YOUR OBLIGATION TO
DO WHATS RIGHT.
RESPECTING OTHERS
We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because its the right thing to do.
MUTUAL RESPECT AND PROFESSIONAL TREATMENT HARASSMENT-FREE ENVIRONMENT
SAFETY AND SECURITY
MANAGERS RESPONSIBILITIES
KEY PRINCIPLE:
RESPECTING OTHERS
MUTUAL RESPECT AND PROFESSIONAL TREATMENT
One of our values is Teamwork and nothing damages a team more quickly than a lack of mutual respect. For our company to be successful, we all must work together toward common goals. Employees and managers share a mutual responsibility to keep one another informed of any information that may be important to job performance and to understanding the organization. Youre expected to treat your fellow employees professionally its what we owe each other in the workplace.
The company recognizes your right to form personal relationships with those you meet in the workplace; however, youre expected to use good judgment to ensure your personal relationships do not negatively affect your job performance or interfere with your ability to supervise others. Favoritism, open displays of affection and making business decisions based on emotions or personal relationships are inappropriate.
Situations that involve borrowing money, or making loans between employees, or between one employee and a family member of another employee must be avoided, unless it is of an incidental nature involving a minimal amount of money. Managers should be particularly sensitive to situations involving lending money to those who report to them and avoid these workplace situations.
( Reference: Gifts, Entertainment and Loans from One Employee to Another )
Q&A
Q: I asked a question in a staff meeting and the response I received was offensive several people laughed at me and I was mortified. What should I do?
A: The response you received was inappropriate. Healthy communication can only occur in environments where different opinions can be expressed and respectful debate occurs. Its okay to disagree with a colleague. However, it must be done in a professional and respectful way. Talk to the person who made the remark. If you feel uncomfortable doing so, speak with your manager or Human Resources.
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Similarly, gifts and entertainment between employees (including family members of another employee) can create conflicts. Company policy places limits on the amounts that are permissible and amounts above those established limits require approval via CODE RAP.
( Reference: Gifts, Entertainment and Loans from One Employee to Another )
Managers must also be aware of situations where family members or close personal friends may also work at BNY Mellon. The company prohibits any work situations where there is a direct reporting relationship between family members. Inaddition, wherever possible, situations should be avoided that involve family members working in the same business unit at the same location, or family members working in positions where they can jointly control or influence transactions. Senior executives must be aware that there are restrictions on hiring family members. If you encounter such a situation or are aware of one, you should contact Human Resources for guidance.
( Reference: Hiring and Continued Employment of Employees Relatives or Individuals Sharing Employees Household )
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HARASSMENT-FREE ENVIRONMENT
BNY Mellon will not tolerate any form of harassment or discrimination. Harassment can be verbal, physical or include visual images where the effect creates an offensive atmosphere. It can take many forms and includes jokes, slurs and offensive remarks, whether delivered verbally, graphically or in electronic media, including e-mail.
Harassment also includes disrespectful behavior or remarks that involve a persons race, color, sex, age, sexual orientation, gender identity, religion, disability, national origin or any other legally protected status. Certain local laws or regulations may provide additional protection for employees, so check with Human Resources or the Legal department in your local area if you have questions.
Some countries have specific laws concerning sexual harassment that include:
| Intentional or unintentional, unwelcome sexual advances with or without touching |
| Coerced sexual acts |
| Requests or demands for sexual favors |
| Other verbal or physical conduct of a sexual nature |
Our commitment to a harassment-free environment applies in all work-related settings and activities, whether on or off company premises, and extends to employees actions toward clients and vendors.
Harassment of any kind will not be tolerated in the workplace.
Q&A
Q: A colleague makes comments about my appearance that make me feel uncomfortable. Ive told my colleague that I dont like these comments, but they continue and Im told Im too sensitive. What am I supposed to do?
A: You should talk to your manager and ask for help. If you do not feel comfortable talking to your manager, talk to Human Resources or call the Ethics Help Line or Ethics Hot Line.
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SAFETY AND SECURITY
BNY Mellon is committed to establishing and maintaining safe and healthy working conditions at all locations and to complying with laws that pertain to employee workplace safety. Listed below are some of the principles of maintaining a safe and secure workplace:
| You must contribute to maintaining a workplace free from aggression. Threats, intimidating behavior or any acts of violence will not be tolerated. |
| You may not use, possess, sell or transfer illegal drugs on company property. In addition, you wont be permitted to work if youre using illegal drugs or impaired by alcohol. |
| You may not bring weapons onto company property. This includes weapons used for sporting purposes or otherwise legal to possess. Weapons of any kind have no place in the work environment. |
| You should be alert to individuals who are on company premises without proper authorization. Make sure you observe all physical access rules in your location and report incidents of unauthorized entry to your manager or to security personnel. |
( Reference: Company Identification Card Issuance; Display and Use of Company Identification )
Q&A
Q: I have reason to believe that a colleague is coming to the office intoxicated. What should I do?
A: You should notify your manager immediately. If youre uncomfortable discussing this with your manager, contact Human Resources.
MANAGERS RESPONSIBILITIES
As part of a worldwide financial services organization, managers have a special responsibility to demonstrate our values through their actions. Managers must foster an environment of integrity, honesty and respect. This includes creating a work environment that is free from discrimination, harassment, intimidation or bullying of any kind. This type of behavior will not be tolerated and is inconsistent with our values and the Code of Conduct.
Managers also must ensure that all aspects of the employment relationship are free from bias and that decisions are based upon individual performance and merit.
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ITS YOUR OBLIGATION TO
DO WHATS RIGHT.
AVOIDING CONFLICTS
We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.
GIFTS AND ENTERTAINMENT
OUTSIDE EMPLOYMENT AND BUSINESS DEALINGS
OUTSIDE SERVICE AS A DIRECTOR, OFFICER OR GENERAL PARTNER OWNERSHIP OF AN OUTSIDE BUSINESS
FIDUCIARY APPOINTMENTS
PERSONAL INVESTMENT DECISIONS
DEALING WITH FAMILY AND CLOSE PERSONAL FRIENDS CORPORATE OPPORTUNITIES
KEY PRINCIPLE:
AVOIDING CONFLICTS
OVERVIEW
The way we conduct our daily business dealings with clients, suppliers, vendors and competitors determines our reputation in the marketplace far more than any other actions we take. Each one of us contributes to BNY Mellons reputation. Youre expected always to act in a way that reflects our commitment to integrity and responsible business behavior.
A conflict of interest is any situation where your interests and the companys interests or the interests of our clients appear to be in opposition. When youre in such a situation, it may be difficult to objectively fulfill your job duties and your loyalty to the company or to our clients and may be compromised or appear to be compromised. Every business decision you make should be in the best interests of the company and our clients and not for your own personal gain or benefit. So you may not engage in any activity that creates, or even appears to create, a conflict of interest between you and BNY Mellon or its clients. You should not take any business action, including any loan or guarantee, for your personal benefit, or to benefit a relative or close friend at the expense of the companys or a clients best interests.
If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office. Youre expected to cooperate fully with all efforts to resolve any such conflict. The routine activities on the following pages can give rise to an actual or perceived conflict of interest.
( Reference: Business Conflicts of Interest)
Even if the conflict does not create an improper action, the appearance of a conflict of interest can be equally damaging to our reputation.
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GIFTS AND ENTERTAINMENT
Our clients, suppliers and vendors are vital to BNY Mellons success. Thats why its imperative that these relationships remain objective, fair, transparent and free from conflicts. While business gifts and entertainment can be important to building goodwill, they can also affect the relationship if your ability to exercise sound business judgment becomes blurred. To prevent misunderstandings, its recommended that, at the beginning of the business relationship, you discuss with your clients, suppliers and vendors what is permissible under our Code.
Fundamentally, interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated accordingly. The inappropriate giving or receiving of gifts and entertainment can erode the distinction between a business and a personal relationship. An appropriate benchmark is whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage BNY Mellons reputation.
If your judgment begins to be influenced inappropriately by a close relationship with a client, supplier or vendor, then you have crossed the line and you should remove yourself from that relationship.
Q&A
Q:Myline of business is considering asking a local vendor that we use from time to time to donate small gifts to a local charity. Since were not getting anything of value, can we assume this is allowable?
A: No. This is inappropriate. Asking vendors or suppliers to donate gifts, even if nominal in amount and for a charitable purpose, gives the impression that they must honor our request to continue doing business with the company.
The basic principle is that no gift or entertainment may be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment. Gifts and entertainment should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, corporate tickets, company sponsored events, food, drink, and any similar items.
In addition to the rules noted on the next page that apply across the company, certain lines of business may have more restrictive rules and requirements. You are expected to know and follow the more rigorous standards that may apply to your job or your location.
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The following are NOT allowed, regardless of the value:
| Accepting or giving anything as a quid pro quo, that is for doing something in return for the gift or entertainment, |
| Accepting or giving cash or cash equivalents (e.g., checks, cash convertible gift certificates or cards, securities and loans), |
| Accepting or giving a gift or entertainment that violates any law or regulation or brings harm to BNY Mellons reputation, |
| Accepting or giving anything that could be viewed as a bribe, payoff or improper influence, |
| Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification, |
| Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business, |
| Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier, |
| Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices, |
| Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services, |
| Participating in any action that would cause the other person to violate their own companys standards for gifts and entertainment, and |
| Providing gifts or entertainment to an existing or prospective client, supplier or vendor not recorded properly in the company books and records. |
Q&A
Q: I am vacationing in the Caribbean and my client has a home on the island that Im visiting. Shes been asking me to stay in her home. Ill make sure we discuss business and I may even be able to get some business referrals from her friends. There wont be any expense to BNY Mellon. Can I stay in the clients home?
A: No. Staying in a clients home is inappropriate. Your client is a business associate, not a personal friend. This type of entertainment could be viewed as improper and could bring harm to the companys reputation if disclosed to the public. The fact that the company is not paying for any expenses is not relevant. You should thank the client for the kind suggestion, explain our policy and politely decline the offer.
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The following require express pre-approval or reporting via CODE RAP before you proceed. Approval is required whether youre the recipient of the gift or entertainment, or youre providing such to a client, vendor or supplier:
| Accepting a gift or bequest under a will or trust document of a client of BNY Mellon, regardless of the amount, |
| Attending special, high-profile events, such as World Cup matches or Super Bowl games, regardless of the stated amount on the tickets, |
| Giving or receiving any gift or entertainment that exceeds amounts permissible in company policy (entertainment includes meals, refreshments or other accommodations, but should only be considered business entertainment if given in connection with a legitimate business meeting), and |
| Giving gifts or entertainment to any U.S. government employee/entity (U.S. or non-U.S.) |
| The laws surrounding gifts or entertainment to government officials are complex, so you should ask your manager for assistance or contact the Anti- Corruption and Government Contracting Unit of Compliance with questions. |
The following are usually acceptable, but you should raise questions if youre in doubt:
| Gifts based upon obvious family or long-standing, personal relationships (such as those between you and your parents, children, spouse or a childhood friend), where the circumstances make it clear that those relationships are the motivating factor for the gift, rather than the business relationship, |
Q&A
Q: Im worried about the impression my office is giving to the community. We host what I consider to be lavish parties for prospective clients and some people seem to be constantly entertaining clients. Should I be worried?
A: It depends. It could be that your colleagues are engaging in legitimate business entertainment. Its possible that the entertainment complies with the Code of Conduct and company policies, and you may not have all the facts. You should talk to your manager or the next level of management about your concern. If youre uncomfortable doing this or you get an unsatisfactory answer, contact the Ethics Help Line or the Ethics Hot Line to report your concern.
| Gifts of a nominal value (under $200 U.S. or local equivalent), but only if the gift is given in connection with a commonly recognized event or occasion (e.g., holiday, job event such as a promotion or retirement, life event such as a wedding, or a business event such as a conference, sports or cultural event). Even in these situations, you must report the gift or entertainment to your direct manager, |
| Promotional items of a nominal value, such as pens, calendars, paperweights, |
| Items with little intrinsic value, such as plaques, certificates and trophies recognizing service and accomplishments for civic, charitable, educational or religious organizations, |
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| Discounts or rebates on merchandise or services that do not exceed those available to the general public or available to you as an employee of the company, and |
| Loans from other financial institutions, so long as they are on customary terms for legally permissible purposes. |
If you receive a gift not in compliance with these requirements, you must immediately return the gift to the sender. If appropriate, you should send a letter explaining the companys policy or your business lines policies.
( Reference: Gifts, Entertainment and Other Expenses to Commercial Clients, Suppliers or Vendors Policy and Anti-Corruption Policy )
OUTSIDE EMPLOYMENT AND BUSINESS DEALINGS
Certain types of outside employment or business dealings may cause a conflict of interest or the appearance of a conflict. Its your responsibility to recognize these situations. Any activity that diminishes your ability to perform your job duties objectively, benefits you at the expense of BNY Mellon, competes with any business or service provided by the company, or has the potential to damage our reputation will not be permitted.
Certain types of outside employment or business dealings may not be accepted while employed by BNY Mellon, including:
| Employment or association with companies or organizations that prepare, audit or certify statements or documents pertinent to the companys business, |
| Employment with clients, competitors, vendors or suppliers that you deal with in the normal course of your job duties, and |
| Any business relationship with a client, prospect, supplier, vendor or agent of the company (other than normal consumer transactions conducted through ordinary retail sources). |
Q&A
Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?
A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If youre concerned, you may want to talk with your manager. In addition, you can always contact your Compliance Officer or the Ethics Office for guidance.
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Certain types of outside employment and business dealings require approval from the company before acceptance. You must seek approval via CODE RAP. Depending upon your job duties or other regulatory requirements, your request may be denied or limits may be placed upon your activities. The following positions require approval:
| Employment involving the use of a professional license even if that license is not required for you to perform your current duties (e.g., FINRA, real estate, insurance, certified accountant and attorney), |
| Employment involving providing tax advice or tax return preparation, |
| Any type of employment in the financial services industry, |
| Employment that could compete with the company or divert business opportunities in any way, |
| Any position that is similar in nature to your present job duties and involves a knowledge transfer to the other organization, |
| Jobs that adversely affect the quality of your work, distract your attention from your job duties or otherwise influence your judgment when acting on behalf of the company, |
| Employment of any kind that would negatively impact the companys financial or professional reputation, and |
| Serving as an expert witness, industry arbitrator or other similar litigation support that is unrelated to BNY Mellon, as these activities generally take a significant amount of time and have the potential to create conflicts of interest (e.g., taking a position that is contrary to company policies or procedures or otherwise conflicts with the interests of our clients). |
Even if your outside employment is approved or permissible under the Code, you may not solicit employees, clients, vendors or suppliers, nor may you utilize the companys name, time, property, supplies or equipment. All approvals granted for outside employment expire after one year. Annual re-approval via CODE RAP is required since facts and circumstances may change.
( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )
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OUTSIDE SERVICE AS A DIRECTOR, OFFICER, GENERAL PARTNER, POLITICAL APPOINTMENT OR ELECTED POSITION
You must obtain prior approval before you serve as a board member, officer or general partner of the following:
| All for-profit companies, and |
| Non-profit entities, where any of the following circumstances exist: |
| There is a client, business or financial relationship between the entity and BNY Mellon, including receiving charitable contributions, grants or foundation money. |
| The entity is a trade or industry organization (e.g., Financial Industry Regulatory Authority or the Chartered Financial Analyst Institute). |
| You receive any type of compensation (e.g., cash, securities, goods, services). |
| You have been asked by BNY Mellon to serve the organization. |
| The entity is any type of government agency or your position is considered to be a public official (whether elected or appointed). |
You may not serve until you have full approval from BNY Mellon as required by policy and documented in CODERAP. If you are compensated, you may be required to surrender the compensation if there is a potential conflict of interest or youre serving the outside entity on behalf of BNY Mellon. Annual re-approval via CODE RAP is required as facts and circumstances may change, so you may not be given permission to serve every year.
Even if the service does not require approval, you must notify BNY Mellon of any anticipated negative publicity, and you must follow these guidelines while you serve:
| Never attempt to influence or take part in votes or decisions that may lead to the use of a BNY Mellon product, service or other type of benefit to the company; the entity records must reflect that you abstained from such a vote or discussion. |
| You must ensure the entity conducts its affairs lawfully, ethically, and in accordance with prudent management and financial practices. If you cannot, then you must resign. |
( Reference: Accepting Compensation When Serving as a Board Member or Senior Officer of an Outside Entity )
Q&A
Q: Ive been asked to sit on the board of a local non-profit group. They use our Wealth Management group to manage their charitable giving program. I dont have any business dealings with the non-profit group and dont work in Wealth Management. Do I have to report this?
A: Yes. The non-profit entity is a client of BNY Mellon. It does not matter which line of business has the client relationship, or whether or not you have any business dealings with the group. You must submit a CODE RAP form and receive approval before you agree to serve.
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OWNERSHIP OF AN OUTSIDE BUSINESS
If you own a business (either as a sole proprietor or partial owner), you must seek approval for this ownership via CODE RAP. Youll be required to provide pertinent details, such as any relationship with BNY Mellon (including employees), any compensation/ payment received, time required and potential conflicts of interest (actual or in appearance). Annual re-approval via CODE RAP is required as facts and circumstances may change.
( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )
FIDUCIARY APPOINTMENTS
Fiduciary appointments are those where you act as a trustee, executor, administrator, guardian, assignee, receiver, custodian under a uniform gifts to minors act, investment adviser, or any capacity in which you possess investment discretion on behalf of another or any other similar capacity. In general, youre strongly discouraged from serving as a fiduciary unless youre doing so for a family member. All requests to serve as a fiduciary, with the exception of serving for a family member who is not a BNY Mellon client, require approval through CODE RAP.
If there is a client relationship, there may be restrictions or controls placed on your service, or you may be denied the ability to serve in such a fiduciary capacity.
In all situations where youre acting as a fiduciary, you must follow these guidelines:
| Do not represent that youre performing the same professional services that are performed by a bank, or that you have access to such services, |
| Do not accept a fee for acting as a co-fiduciary with a bank, unless you receive approval from the board of directors of that bank, and |
| Do not permit your appointment to interfere with the time and attention you devote to your BNY Mellon job duties. |
PERSONAL INVESTMENT DECISIONS
Your personal investments, and those of certain family members, could lead to conflicts of interest. Therefore, youre required to comply with the companys Personal Securities Trading Policy , including adhering to the restrictions placed on trading in BNY Mellon securities and a strict prohibition against insider trading.
Certain employees will have additional restrictions placed on their personal investments that may include reporting and pre-clearing various types of securities transactions. You must be familiar with the responsibilities that apply to your job and youll be expected to follow those rules.
In addition, if you have (or anyone who reports to you has) responsibility for a client, supplier or vendor relationship as part of your job duties, you must be cautious about potential investments in that business or its securities, particularly for privately held or thinly traded public companies and ensure your full compliance with the Personal Securities Trading Policy .
( Reference: Personal Securities Trading Policy )
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DEALINGS WITH FAMILY AND CLOSE PERSONAL FRIENDS
You should be particularly sensitive to business situations involving family members, household members or close personal friends. In general, a family member or close personal friend should not have any business dealings with you or with anyone who reports to you. This also includes situations where your family members or close personal friends provide an indirect service to a client for whom you have responsibility.
You must disclose any such situation to your manager and your Compliance Officer and cooperate with all efforts to resolve such conflicts.
( Reference: Hiring and Continued Employment of Employees Relatives or Individuals Sharing Employees Household )
Q&A
Q: A client of mine is considering hiring my wife as his accountant. I did not make the referral to my client. Is this okay?
A: This situation could cause a conflict of interest, and you should contact your manager and your Compliance Officer immediately. If your wife is acting as your clients accountant, she may be relying upon information BNY Mellon provides on the clients account. This is a situation that puts you in a potential conflict of interest, so you may be required to resign from the clients account if he hires your wife.
Q: My son works for a consulting company that BNY Mellon routinely hires for software development. My job does not require that I interact with him and I have no influence or input over the decision to hire the consulting company. Is this okay?
A: It doesnt appear that there are any conflicts of interest with your son working for the consulting company and your job at BNY Mellon. To be certain, discuss this matter with your manager or your Compliance Officer, so that you can be sure there are no conflicts with this situation.
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CORPORATE OPPORTUNITIES
You owe a duty to BNY Mellon to advance its legitimate business interests when the opportunity arises. You and your family members are prohibited from personally benefiting from opportunities discovered through the use of company property or information that you directly or indirectly obtained through your position at BNY Mellon.
Your actions must not compete in any way with businesses the company engages in, and you may neither ask for, nor accept, a business opportunity that may belong to BNY Mellon or could appear to belong to it.
You may not give legal, tax, investment or other professional advice to clients, prospects, vendors or suppliers of the company, unless this activity is part of your regular job responsibilities. You must also be cautious if clients, prospects, suppliers or other employees seek your guidance or your recommendation of a third party professional who provides these services, such as an attorney, accountant, insurance broker, stock broker, or real estate agent.
If you make such a recommendation, you must follow these requirements:
| Provide several candidates and ensure you show no favoritism toward any of them |
| Disclose in writing that the recommendations are in no way sponsored or endorsed by the company |
| Do not accept any fee (now or in the future), nor may you expect any direct or indirect benefit (e.g., more business from a better relationship) from the recommendation |
All transactions with your clients, suppliers or vendors must be handled strictly on an arms-length basis, meaning that the terms of all transactions must not even suggest the appearance of a personal advantage.
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ITS YOUR OBLIGATION TO
DO WHATS RIGHT.
CONDUCTING BUSINESS
We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.
FAIR COMPETITION AND ANTI-TRUST
ANTI-CORRUPTION AND IMPROPER PAYMENTS
COMBATING FINANCIAL CRIME AND MONEY LAUNDERING
KEY PRINCIPLE:
CONDUCTING BUSINESS
FAIR COMPETITION AND ANTI-TRUST
BNY Mellon is committed to fair dealing with our clients, suppliers, competitors and employees. The company is also committed to open competition as we believe this benefits our clients, the company and the community at large. We compete vigorously but only in full compliance with the laws and regulations of the numerous jurisdictions in which we do business, and in the spirit of honesty and integrity.
All BNY Mellon entities must comply with the various fair competition and fair dealing laws that exist in many countries and anti-trust laws in the U.S. The general purpose of these laws is to protect the markets from anti-competitive activities. Some examples of such anti-competitive activities are those that involve entering into formal or informal agreements, whether written or oral, with competitors regarding:
| Fixing prices or terms, or any information that impacts prices or terms, |
| Allocating markets, sales territories or clients, including sharing marketing plans or strategic documents, |
| Boycotting or refusing to deal with certain suppliers, vendors or clients (unless required by a law or governing body, such as the Office of Foreign Assets Control), and |
| Making the use of a product or service from a supplier or vendor conditional upon their use of our services or products. |
The principles of fair dealing require us to deal fairly with our clients, suppliers, competitors and employees. Unfair advantage may not be taken through:
| Manipulation, |
| Concealment, |
| Abuse of privileged information, |
| Misrepresentation of material facts, or |
| Any other unfair-dealing practices. |
Q&A
Q: A close friend works for a competitor of BNY Mellon. We sometimes talk about the challenges we have in marketing certain products and bounce ideas off one another. Is this a problem?
A: Yes. Youre discussing confidential information that belongs to the company. You may also be violating anti-trust or anti-competitive laws. Do not talk about these types of matters with your friend, family members or anyone outside of the company.
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The competition and anti-trust laws are many and complex, so if you have any question as to whether a particular activity is legal or in compliance with the spirit of these laws, you should contact a member of the Legal department. The following points reinforce the significance and complexity of these laws:
| The laws can vary within the same country or organization. For example, several states within the U.S. have fair competition laws, in addition to the federal anti-trust laws. Likewise, within the EU, individual countries may have laws that apply in addition to EU laws, |
| The laws of certain countries may apply to conduct that takes place outside of that country (e.g., the U.S. and EU), |
| Violations of these laws typically carry harsh penalties. Most permit significant monetary penalties for both the company and the individual employee, and some permit convicted individuals to be imprisoned, |
| Meetings at professional gatherings, trade associations or conferences are particularly vulnerable to potential violations. If youre involved in any discussion with a competitor that begins to suggest anti-competitive or anti-trust activity, or gives the appearance of this kind of activity, you must inform the competitor that the discussion must cease. If it does not, you must remove yourself from the group. Immediately report the incident to the Legal department to protect both you and the company, and |
| Many countries competition laws have provisions that make it illegal to monopolize or to abuse a dominant position in a market. You should check with the Legal department if youre a senior manager of a business and have concern about these issues. |
Complying with fair competition and anti-trust laws also means that you may not use information or materials that belong to our competitors. This includes using information that a former employee of a competitor may bring with them to BNY Mellon. We succeed in the marketplace based on our own merits and do not engage in corporate espionage or unethical means to gain advantage on the competition. Youre expected to comply fully with the letter and the spirit of all fair competition and anti-trust laws.
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ANTI-CORRUPTION AND IMPROPER PAYMENTS
Most countries in which we do business have laws that prohibit bribes to governments, their officials and commercial (non-government) clients. The term officials can be applied broadly to include officials of political parties, political candidates, employees of governments and employees of government-owned businesses. BNY Mellon employees are subject to the Foreign Corrupt Practices Act and the UK Bribery Act. You must comply with these laws regardless of the line of business in which you work or your country of residence.
Any attempt to pay or offer money or anything of value to influence the actions or decisions of such officials may result in a violation of the above-referenced laws. Violation of these laws is a serious offense which can lead to significant penalties for the company and for you individually. Youre required to comply fully with the Companys Anti-Corruption Policy and adhere to all associated rules including the following:
| Do not offer or give anything of value (including gifts, meals, entertainment or other benefits) to a U.S. or non-U.S. official to obtain or retain business or secure any improper advantage. |
Note in particular that things of value may include jobs or internships or offers thereof. Company Policies require that any and all candidates for employment (whether permanent, limited duration or as an intern) proceed through the formal HR recruiting process. You must not engage in informal recruiting, hiring or hiring discussions outside of the formal HR recruiting process. In addition, things of value may also include consulting, contractor or temporary work assignments at BNY Mellon, whether or not a third party employment staffing agency is involved. You must adhere to all internal controls applicable to such arrangements.
| Do not agree to hire or exert any influence in the hiring of any client or potential client or any relative or other person in whom the client or potential client may be interested, |
| Do not accept or present anything if it obligates you, or appears to obligate you and ensure that all hospitality, entertainment and gifts are in accordance with applicable corporate policies and preceded by all required internal approvals, |
| Do not attempt to avoid laws by making payments through third parties: be cautious when selecting or dealing with agents or other third-party providers, |
| Never make any payment that you do not record on company books and records, or make misleading accounting entries, |
| Seek guidance when circumstances are unclear or youre asked to make or approve a payment or take any other action that makes you uncomfortable, and |
| Report any observations of others engaging in any behavior that you believe is improper. |
( Reference: Anti-Corruption Policy )
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COMBATING FINANCIAL CRIME
AND MONEY LAUNDERING
Money laundering is the process by which individuals or entities attempt to conceal unlawful funds or otherwise make the source of the funds appear legitimate. As a member of the financial services community, you have a special obligation to support law enforcement throughout the world to combat various types of financial crime, such as attempts to launder money for criminal activity and finance terrorist operations. Youre expected to comply fully with all anti-money laundering laws and only conduct business with reputable clients involved in legitimate business activities that use funds derived from lawful purposes.
Q&A
Q: A longtime client started a new company that purchases medical equipment for a facility in the Middle East. The payments are made via wire transfers from an account of another company she owns in the Cayman Islands. The bank account of the Cayman Island company is located in a European country. Should I be concerned?
A: Yes. Transferring funds to or from countries unrelated to the transaction, or transfers that are complex or illogical is a significant red flag. Youre obligated to file an Incident Report no later than 72 hours from the time you identify the activity as suspicious.
It is critical to the health of the company that every employee adheres to the companys strict know-your-customer policies. In addition to our global policies, individual lines of business have detailed policies and procedures that address unique requirements and circumstances. Youre expected to know those procedures and follow them. Ask your manager for guidance. Knowing your customer means following established customer identification protocols for your business line, validating that the individual or entity, and the source of their funds, is legitimate.
Failing to detect suspicious transactions or doing business with any person or entity involved in criminal or terrorist activities puts
the company and you at serious risk. Accordingly, the company will not tolerate any circumstance where an individual or business unit circumvents anti-money laundering policies or procedures or fails to report suspicious activity. No amount of revenue and no client relationship are worth the risk of doing business with those involved in criminal or terrorist activity. If you suspect or detect any suspicious activity, you must file an Incident Report as soon as possible, and no later than 72 hours after detection. No manager or executive has the authority to suppress such reports.
( References: Global Anti-Money Laundering/Know-Your-Customer Policy; Anti-Money Laundering Training Policy; Policy on Identifying, Investigating, and Reporting Fraud, Money Laundering etc. )
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ITS YOUR OBLIGATION TO
DO WHATS RIGHT.
WORKING WITH GOVERNMENTS
We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.
YOUR OBLIGATIONS
BASIC PRINCIPLES
KEY PRINCIPLE:
WORKING WITH GOVERNMENTS
YOUR OBLIGATIONS
BNY Mellon conducts business with national and local governments and with government-owned entities. While you must always follow the standard of Doing Whats Right with any client, you should be aware that there are special rules when doing business with a government. Some practices that are acceptable when a private company is your client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of law, when working with governments.
If youre involved in any part of the process of providing services to a government entity, you have a special obligation to follow the basic principles in this section of the Code. These principles also apply in circumstances where you may be supervising the work of third parties in support of a government client (e.g., consultants, contractors, temporary workers or suppliers).
If youre a manager or recruiter who has responsibility for hiring decisions, you may have additional, unique requirements. For example, certain jurisdictions, such as the U.S., have laws concerning employment discussions and the hiring of former government officials and their family members or lobbyists. Check with your local Human Resources representative or the Legal department in such circumstances to be sure youre following requirements of the law.
Q&A
Q: I have clients in a country where some businesses have been nationalized and are now owned and run by the state. Are the people I deal with in these circumstances considered to be officials of the government?
A: You should assume the answer is yes. The laws can be complicated, so contact the Legal department for guidance.
Q: Im hosting a dinner for a few of the larger clients in my region. One of the clients I was going to invite is the representative for the account we manage for the State of New Jersey. Do I have to notify anyone?
A: Yes. You may not proceed until youve received approval via CODE RAP from the Anti-Corruption and Government Contracting Unit of Compliance.
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BASIC PRINCIPLES
| Know the restrictions or limitations on presenting and receiving hospitality. |
| Do not offer or accept gifts to or from representatives of governments that do not comply with company policies, |
| Never accept or offer anything of value meant to induce or influence government employees or officials as this gives the appearance of a bribe, and |
| Dont tip government officials or offer inducement payments. |
| Do not accept or present anything if it obligates you, or appears to obligate you. |
| Observe a higher standard of care. |
| Never destroy or steal government property, |
| Dont make false or fictitious statements, or represent that agreements have been met if they havent, |
| Dont deviate from contract requirements without prior approval from the government, and |
| Never issue invoices or charges that are inaccurate, incorrect or unauthorized. |
| Cooperate with government investigations and audits. |
| Dont avoid, contravene or otherwise interfere with any government investigation or audit, and |
| Dont destroy or alter any company documents (whether electronic or paper) in anticipation of a request for those documents from the government. |
Its important to note that in addition to the basic principles above, if your client is a U.S. federal, state or local government, there are very specific legal requirements and company policies that you must follow. These obligations apply to all businesses that deal with U.S. federal, state or local entities or officials, regardless of the location or the line of business providing the service, even in locations outside the U.S.
( References: Doing Business with the Government; Government Contracts; Gifts, Entertainment and Payments to Governments )
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ITS YOUR OBLIGATION TO
DO WHATS RIGHT.
PROTECTING COMPANY ASSETS
We ensure all entries made in the companys books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.
FINANCIAL INTEGRITY
ADDITIONAL STANDARDS FOR SENIOR FINANCIAL PROFESSIONALS USE OF COMPANY ASSETS
PROTECTING CLIENT AND EMPLOYEE RECORDS AND OBSERVING OUR PRIVACY PRINCIPLES
RECORDS MANAGEMENT
USE OF COMPUTERS, SYSTEMS AND CORPORATE INFORMATION
INSIDE OR PROPRIETARY INFORMATION
KEY PRINCIPLE:
PROTECTING COMPANY ASSETS
FINANCIAL INTEGRITY
BNY Mellon is committed to keeping honest, accurate and transparent books and records. Youre expected to follow established accounting and recordkeeping rules, and to measure and report financial performance honestly. Investors count on us to provide accurate information so they can make decisions about our company. All business records must be clear, truthful and accurate, and follow generally accepted accounting principles and laws.
You may not have any secret agreement or side arrangements with anyone a client, another employee or their family member, or a supplier, vendor or agent of the company.
The financial condition of the company reflects records and accounting entries supported by virtually every employee. Business books and records also include documents many employees create, such as expense diaries and time sheets.
Falsifying any document can impact the financial condition of the company. As a public company, BNY Mellon is required to file reports with government agencies and make certain public statements. Many people and entities use these statements, including:
| Accountants to calculate taxes and other government fees, |
| Investors to make decisions about buying or selling our securities, and |
| Regulatory agencies to monitor and enforce our compliance with government regulations. |
Youre expected to maintain accurate and complete records at all times. Financial integrity is fundamental to our success, and falsification or misrepresentation of any company books, records or reports will not be tolerated.
Q&A
Q: I think a co-worker is submitting reports that indicate she worked overtime that she did not actually work. I dont want to get anyone in trouble, so what should I do?
A: Reporting hours not worked is a form of theft. This is a serious issue and may be a violation of law. You must report your concern to your manager or Human Resources. If youre uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.
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ADDITIONAL STANDARDS FOR SENIOR FINANCIAL PROFESSIONALS
If youre responsible for the accuracy of the companys financial filings with regulators, you have a higher duty to ensure your behavior follows the most stringent standards of personal and professional conduct. This includes the Chief Executive Officer, President, Chief Financial Officer, Company Controller, and such other individuals as determined by the General Counsel. Individuals in this group must adhere to the following additional standards:
| Disclose to the General Counsel and Chief Compliance and Ethics Officer any material transaction or relationship that could reasonably be expected to be a conflict of interest, |
| Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information in filings and submissions to the US Securities and Exchange Commission and other regulatory bodies, |
| Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be compromised, |
| Never mislead or improperly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent review of the companys system of internal controls, financial statements or accounting books and records, and |
| Promptly report any possible violation of the companys Code of Conduct to the General Counsel and Chief Compliance and Ethics Officer. |
USE OF COMPANY ASSETS
Company assets include, but are not limited to, company funds, equipment, facilities, supplies, postal and electronic mail, and any type of company-owned information. It also includes your time and the time of those with whom you work youre expected to use your time at work responsibly. Company assets are to be used for legitimate business purposes and not for your personal gain. Youre expected to use good judgment to ensure that assets are not misused or wasted.
The companys name and brand is a vital asset. To ensure that we maintain the integrity and value of the brand, it is imperative to adhere to the brand guidelines when using the name, logo or any reference to the brand. Details about the brand and brand guidelines are listed at the Brand Center site on MySource.
In addition to keeping within brand guidelines to ensure that the name and brand are used appropriately, the following is another important principle to protect these assets. You should not imply, directly or indirectly, any company sponsorship, unless you have prior and proper approval. This includes refraining from using the companys name to endorse a client, supplier, vendor or any third party without the approval of Corporate Marketing. You may not proceed with any such use of the companys name or endorsement without first receiving approval through CODE RAP.
( Reference: Use of the Companys Name in Advertising or Endorsements of Customers and Others )
Careless, wasteful, inefficient or inappropriate use of any company assets is irresponsible and inconsistent with our Code of Conduct. Any type of theft, fraud or embezzlement will not be tolerated.
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PROTECTING CLIENT AND EMPLOYEE RECORDS AND OBSERVING OUR PRIVACY PRINCIPLES
The company is responsible for ensuring the privacy, confidentiality and controlled access to all client and employee information. All of our stakeholders expect us to collect, maintain, use, disseminate and dispose of information only as necessary to carry out responsibilities or as authorized by law.
Nearly every employee in the company has access to private information, so youre expected to adhere to the following key principles concerning privacy:
| Collection of client and employee information must be controlled. This means that the collection of such information must be permitted under law and only for a legitimate business purpose. |
| Storage and transport of all forms of collected client and employee information must be controlled and safeguarded. This means that information collected must be maintained in a secured environment, transported by approved vendors and access provided only to those who need to view the information to perform their job duties. |
| Use of client and employee information must be controlled. If the law or company policy provides that the client or employee be given a right to opt-out of certain uses of information, then you must respect that right. |
| Disposal of client and employee information must be controlled. You should only retain information for the time period necessary to deliver the service or product and in compliance with applicable retention periods. When its necessary to dispose of information (regardless of the media on which the information is stored) you must do so in a manner appropriate to the sensitivity of the information. |
| Any compromise of client or employee information must be reported. If youre aware of or suspect that client or employee information has been lost, stolen, missing, misplaced or misdirected, or that theres been unauthorized access to information, you must immediately report the matter through the companys incident reporting process. |
Know how to protect records and make sure to follow company policies at all times. The loss of any protected data can be extremely harmful to the company financially and damage our reputation.
( Reference: Information Privacy Policy, Corporate Information Protection Policy )
Q&A
Q: As part of my groups job duties, were able to view the accounts of wealthy clients. I overheard one of my colleagues talking to his brother on the phone about the balance in a clients account that happens to be a very prominent sports figure. I dont think this is right, but what should I do?
A: Youre correct in being concerned. Your colleague had no right to disclose personal information about a client to anyone who has no legitimate business need for the information. File an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.
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GLOBAL RECORDS MANAGEMENT PROGRAM
You must follow company and local policies for retention, management and destruction of records. If theres an investigation, or if litigation is pending or anticipated, certain records may need to be retained beyond established destruction periods. In most cases youll be notified of the need to retain documents by the Legal department, if appropriate.
Records should be defined in the broadest sense meaning that they include any information created or received that has been recorded on any medium or captured in reproducible form. Records also include any document that is intentionally retained and managed as final evidence of a business units activities, events or transactions, or for operational, legal, regulatory or historical purposes.
The media and formats of records take many forms, including:
| Papers, e-mails, instant messages, other electronically maintained documents, |
| Microfilms, photographs and reproductions, |
| Voice, text and audio tapes, |
| Magnetic tapes, floppy and hard disks, optical disks and drawings, and |
| Any other media, regardless of physical form or characteristics that have been made or received in the transaction of business activities. |
( Reference: Records Management Program )
USE OF COMPUTERS, SYSTEMS AND CORPORATE INFORMATION
As an employee, you have access to the companys computers, systems and corporate information to do your job. This access means you also have the obligation to use these systems responsibly and follow company policies to protect information and systems.
Electronic systems include, but are not limited to:
| Personal computers (including e-mail and instant messages) and computer networks, |
| Telephones, cell phones, voice mail, pagers and fax machines, and |
| Other communications devices, such as PDAs (e.g. Blackberry, iPad, etc.) |
Never send sensitive or confidential data over the Internet or over phone systems without following established company policies to protect such information.
You should have no expectation of privacy when you use these systems. Youre given access only to conduct legitimate company business and youre expected to use them in a professional and responsible manner. The company reserves the right to intercept, monitor and record your communication on these systems in accordance with the law.
Youre expected to protect the security of these systems and follow company policies concerning access and proper use (such as maintaining passwords). In rare cases, where there is a necessary and legitimate business reason, you may disclose your password to another employee who has the right to access the information associated with your password; however, you must file a CODE RAP report immediately and observe all necessary steps to restore the confidentiality of your password.
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Youre permitted to use the companys systems, but only if you follow these rules:
| Messages you create should be professional and appropriate for business communication, including those created via e-mail or instant messaging. |
| Never engage in communication that may be considered offensive, derogatory, obscene, vulgar, harassing or threatening (e.g., inappropriate jokes, sexual comments or images, comments that may offend, including those based upon gender, race, age, religious belief, sexual orientation, gender identity, disability or any other basis defined by law). |
| Do not distribute copyrighted or licensed materials improperly. |
| Do not transmit chain letters, advertisements or solicitations (unless theyre specifically authorized by the company). |
| Never view or download inappropriate materials. |
The occasional use of company systems for personal purposes is acceptable, but youre expected to use good judgment. Keep personal use to a minimum. Personal use of these systems is a privilege, not a right. Use them wisely and in a manner that would not damage the companys reputation.
( References: Electronic Mail Policy; Corporate Information Protection Policy )
Q&A
Q: My co-worker sometimes sends sensitive client data via the Internet to a vendor we use to help solve problems. Im concerned because I dont think this information is protected properly. He says its okay because the vendor is authorized to receive the data and the problems that need to be resolved are time-sensitive. Should I be worried?
A: Yes. This is a serious matter, and you must talk to your manager immediately. Your co-worker could be putting clients and BNY Mellon at great risk. If you dont raise your concern, you may be as responsible as your co-worker for violating company policies. If youre uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.
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INSIDE OR PROPRIETARY INFORMATION
As an employee, you may have knowledge about the companys businesses or possess confidential information about the private or business affairs of our existing, prospective or former clients, suppliers, vendors and employees. You should assume all such information is confidential and privileged and hold it in the strictest confidence. Confidential information includes all non-public information that may be of use to competitors, or harmful to the company or its clients, if disclosed.
It is never appropriate to use such information for personal gain or pass it on to anyone outside the company who is not expressly authorized to receive such information. Other employees who do not need the information to perform their job duties do not have a right to it. Youre expected to protect all such information and failure to do so will not be tolerated.
If youre uncertain about whether you have inside or proprietary information, you should treat the information as if it were and check with your manager or a representative from the Legal department. The following list contains examples of inside or proprietary information.
INSIDE INFORMATION
Inside information is material non-public information relating to any company, including BNY Mellon, whose securities trade in a public market. Information is deemed to be material if a reasonable investor would likely consider it important when deciding to buy or sell securities of the company, or if the information would influence the market price of those securities.
Q&A
Q: I discovered that an investor in one of our funds has requested to withdraw a significant amount of money from the fund. I manage a clients money and he has an investment in the same fund. To protect my clients interest, I want to pull his money out of the fund because its performance will likely drop. Even though the withdrawal is not yet known by the public, is this okay because I have a fiduciary duty to my client and Im not benefiting personally by trading on behalf of my client?
A: No. Youre in possession of material non-public information and you may not trade the securities of that fund. Your duty to comply with securities laws supersedes any duty you have to your client. You should immediately contact the Legal department to discuss this situation.
If youre in possession of material non-public information about BNY Mellon or any other company, you may not trade the securities of that company for yourself or for others, including clients. Nearly all countries and jurisdictions have strict securities laws that make you, the company and any person with whom you share the information, legally responsible for misusing inside information. The companys Securities Firewalls Policy provides instructions on the proper handling of inside information and the company will not tolerate any violation of this policy. Certain employees have significant restrictions placed on their trading in BNY Mellon securities or the securities of other companies. You must know the restrictions relative to your job and follow company policies and applicable securities laws.
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PROPRIETARY INFORMATION
Proprietary information includes business plans, client lists (prospective and existing), marketing strategies, any method of doing business, product development plans, pricing plans, analytical models or methods, computer software and related documentation and source code, databases, inventions, ideas, and works of authorship. Any information, inventions, models, methods, ideas, software, works or materials that you create as part of your job responsibilities or on company time, or that you create using information or resources available to you because of your employment by the company, or that relate to the business of the company, belong to the company exclusively and are considered proprietary information.
Proprietary information also includes business contracts, invoices, statements of work, requests for investment or proposal, and other similar documents. Any information related to a client, supplier or vendor financial information (including internal assessments of such), or credit ratings or opinions is considered proprietary. You should also assume all information related to client trades, non-public portfolio holdings and research reports are proprietary.
The same is true regarding reports or communications issued by internal auditors, external regulators or accountants, consultants or any other third-party agent or examiner.
Company-produced policies, procedures or other similar work materials are proprietary and, while they may be shared with other employees, they cannot be shared with anyone outside of the company without prior consent of the policy owner and legal counsel.
( References: Securities Firewalls, Personal Securities Trading Policy, Ownership and Protection of Intellectual Property )
Your obligation to protect inside or proprietary information extends beyond the period of your employment with the company. The information you use during your employment belongs to the company and you may not take or use this information after you leave the company.
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ITS YOUR OBLIGATION TO
DO WHATS RIGHT.
SUPPORTING OUR COMMUNITIES
We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way we interact with our communities and the public at large.
POLITICAL ACTIVITIES
INVESTOR AND MEDIA RELATIONS
CHARITABLE CONTRIBUTIONS AND CORPORATE SPONSORSHIP
PARTICIPATING IN TRADE ASSOCIATIONS, CONFERENCES AND SPEAKING ENGAGEMENTS |
KEY PRINCIPLE:
SUPPORTING OUR COMMUNITIES
POLITICAL ACTIVITIES
PERSONAL POLITICAL ACTIVITY
BNY Mellon encourages you to keep informed of political issues and candidates and to take an active interest in political affairs. However, if you do participate in any political activity, you must follow these rules:
| Never act as a representative of the company unless you have written permission from the Chief Executive Officer, the General Counsel, and the Chief Compliance and Ethics Officer of the company. |
| Your activities should be on your own time, with your own resources. You may not use company time, equipment, facilities, supplies, clerical support, advertising or any other company resources. |
| You may not use company funds for any political activity, and you will not be reimbursed or compensated in any way for a political contribution. |
| Your political activities may not affect your objectivity or ability to perform your job duties. |
| You may not solicit the participation of employees, clients, suppliers, vendors or any other party with whom the company does business. |
| You may be required to pre-clear personal political contributions made by you, and in some cases, your family members. |
( Reference: Political Contributions Policy )
LOBBYING
Lobbying is generally defined as any activity that attempts to influence the passage or defeat of legislation. Lobbying activities are broad and may cover certain grass roots activities where groups of people, such as company employees, are contacted to encourage them to call public officials for the purpose of influencing legislation. Lobbying is prevalent in the U.S. and is gaining influence within the EU and other locations.
If you are engaged in lobbying, there may be disclosure requirements and restrictions on certain activities. If your job duties include any of the following activities, you must contact Marketing & Corporate Affairs or the Legal department for guidance:
| Government contract sales or marketing |
Q&A
Q: An outside attorney with whom I work from time to time on company business cannot attend an exclusive fundraiser for a high-level political candidate. He offered me his ticket. The event is to be held at a very wealthy persons home in my community and this will be a great way to solicit business. The company is not paying for the ticket and the fundraiser will be on my own time. May I attend?
A: Only if you have the written approval of the Chief Executive Officer, the General Counsel and the Chief Compliance and Ethics Officer. Your attendance at this event is indirectly related to your job and may give the appearance that youre acting as a representative of the company or that the company sponsors the political candidate. It does not matter that BNY Mellon did not purchase the event ticket or that youre going on your own time. To the public, your attendance is connected to the company. So you may not go without obtaining proper authorization prior to the event.
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| Efforts to influence legislation or administrative actions, such as accompanying trade associations in meetings with government officials concerning legislation |
| Meeting with legislators, regulators or their staffs regarding legislation |
Lobbying does not include situations where a government agency is seeking public comment on proposed regulations.
( Reference: Procurement Lobbying )
CORPORATE POLITICAL ACTIVITIES
The laws of many countries, including the U.S., set strict limits on political contributions made by corporations. Contributions are defined broadly to include any form of money, purchase of tickets, use of company personnel or facilities, or payment for services. BNY Mellon will make contributions only as permissible by law, such as those through company-approved political action committees.
Q&A
Q: I have been asked to provide a statement about BNY Mellons experience with a vendors product that we use. The vendor wants to use my quote on their website or in other marketing materials. Is this okay?
A: It depends. Before agreeing to any such arrangement, you should contact Corporate Communications. BNY Mellon carefully protects its reputation by being highly selective in providing such endorsements. Do not proceed until you have the approval of your manager and Corporate Communications.
INVESTOR AND MEDIA RELATIONS
INVESTOR RELATIONS
All contacts with institutional shareholders or securities analysts about the company must be made through the Investor Relations group of the Finance department. You must not hold informal or formal discussions with such individuals or groups, unless you are specifically authorized to do so. Even if you are authorized, you cannot provide special access or treatment to shareholders or analysts. All investors must have equal access to honest and accurate information.
MEDIA RELATIONS
Corporate Communications must approve all contacts with the media, including speeches, testimonials or other public statements made on behalf of the company or about its business. You may not respond to any request for interviews, comments or information from any television channel, radio station, newspaper, magazine or trade publication, either on or off the record, unless you have express authorization from Corporate Communications.
If you are contacted or interviewed about matters unrelated to your job or to the company, you may not identify BNY Mellon as your employer, and you may not make comments about BNY Mellon.
( Reference: Inquiries from the Media, Financial Analysts, and Securities Holders; Use of the Companys Name in Advertising or Endorsements of Customers and Others )
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CHARITABLE CONTRIBUTIONS AND CORPORATE SPONSORSHIP
The company encourages you to take part in charitable, educational, fraternal or other civic affairs, as long as you follow these basic rules:
| Your activities may not interfere or in any way conflict with your job duties or with company business. |
| You may not make any gifts or contributions to charities or other entities in the name of, or on behalf of, the company. |
| You may not imply the companys sponsorship for or support of any outside event or organization without the approval of the most senior executive of your line of business. |
| You may not use your position for the purpose of soliciting business or contributions for any other entity. |
| You must be cautious in the use of company letterhead, facilities or even your business card so that there is no implied or presumed corporate support for non-company business. |
From time to time the company may agree to sponsor certain charitable events. In these situations, it may be proper to use company letterhead, facilities or other resources (such as employees time or company funds). Ask your manager if youre unclear whether or not the event in question is considered to be company sponsored.
( Reference: Use of the Companys Name in Advertising or Endorsements of Customers and Others )
PARTICIPATING IN TRADE ASSOCIATIONS, CONFERENCES AND SPEAKING ENGAGEMENTS
You may participate in trade association meetings and conferences. However, you must be mindful that these situations often include contact with competitors. You must follow the rules related to fair competition and anti-trust referenced in this Code and company policies.
In addition, meetings where a client, vendor or supplier pays for your attendance should be rare and only occur when it is legally allowed, in compliance with company policy and pre-approval has been obtained via CODE RAP.
If you perform public speaking or writing services on behalf of BNY Mellon, any form of compensation, accommodations or gift that you or any of your immediate family members receive must be reported through CODE RAP. Remember, any materials that you may use must not contain any confidential or proprietary information. The materials must be approved by the Legal Department and the appropriate level of management that has the topical subject matter expertise.
( Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation )
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ADDITIONAL HELP
This section contains additional questions and answers about the requirements of our Code. Remember, ignorance or a lack of understanding is not an excuse for violating the Code. The company has established many resources to help deal with questions you may have regarding compliance with the Code. Youre expected to take advantage of these resources.
Q: A friend of mine is running for political office and I would like to help her out with her campaign. Can I do this?
A: Yes. Your personal support is your personal business. Just make sure that you do not use company assets, including company time or its name to advance the campaign. In addition, be aware that certain political contributions must be reported and/or pre-cleared.
Q: I was leaving the office and a journalist asked me if I could answer a few questions. I told him no and left the car park, but I felt bad about not talking to him. Should I have answered his questions?
A: Not at that time. You did the right thing by saying no. You should contact Corporate Communications and tell them of the request. They will determine whether it will be all right for you to talk to the media. If you receive a future request, suggest the journalist contact Corporate Communications directly.
Q: I am running for the local school board and I want to use the office copier to make copies of my campaign flyer. Is that okay?
A: No. Company property and equipment may not be used for a political purpose without authorization from Marketing & Corporate Affairs. Running for any public office is considered to be a political purpose. Accepting any political appointment or running for office requires approval via CODE RAP.
Q: To thank a client of mine, I want to give him tickets to attend a local football match. He mentioned that his company does not permit this type of entertainment, but I know he would love to go to the match. If he doesnt care about his own companys policy, can I give him the tickets?
A: No. If you know that giving him the tickets will violate his own companys policy, do not give the gift. Just as we want clients to respect our limits on gifts, we must do the same.
Q: One of the vendors were considering for an assignment offered to take me to a local golf course to play a round and have dinner. He wants to talk about his companys proposal so that we can make a more informed decision. Well be talking about business, and there wont be much money spent on a round of golf and a modest dinner. Is this okay?
A: No. Youre evaluating vendors to provide a service. Its always inappropriate to receive or give entertainment when the company is in the middle of a selection process.
Q: One of my vendors offered to send me to a conference at no cost to BNY Mellon. Can I accept the invitation?
A: No. Accepting a free trip from a vendor is never permissible. If youre interested in attending the conference, speak to your manager. Most costs associated with your attendance at the conference must be paid by your department. Youll be required to file a CODE RAP form if your manager agrees its appropriate to attend the conference and youre requesting permission to permit the vendor to pay for part of your conference attendance.
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Q: Were entitled to a large payment from a government client if we certify that weve met all service level agreements on time. Were not sure whether a few very minor items have been completed, but theyre not that important to the service. Its close to the end of the quarter and wed like to realize the payment. Is it okay to send the invoice and certify that the agreements have all been met now?
A: No. You cannot submit the invoice and certification until youre certain that all requirements of the agreement have been met. Submission of an incorrect certification could subject the company, and you, to criminal penalties, so it is vitally important that any certification submittedto the government be completely accurate.
Q: A colleague called while on vacation requesting that I check her e-mail to see if she received an item she was expecting. She gave me her logon identification and password, requesting that I call her back with the information. Can I do this?
A: No. Passwords and other login credentials must be kept confidential and cannot be used by, or shared with, fellow employees. In rare instances when there is a business need that requires you to share your password, youre required to file a CODE RAP form immediately afterward.
Q: I would like to take a part-time job working for my brothers recycling business. His business has no relationship with the company and the work Ill be doing for him is not at all similar to what I do in my job here at the company. Can I do this and do I have to file any forms?
A: Yes you may, as long as the time you spend there does not interfere with your job at the company and you dont use any company equipment or supplies. You dont need to file a CODE RAP form, since youre not the sole proprietor or partial owner of the business. However, if you work in certain lines of business (such as a broker dealer), you may need to notify Compliance. Check with your manager or Compliance officer if youre uncertain.
Q: I observed a colleague in our supply area filling up a box full of pens, paper and other items. I asked her what she was doing, and she told me that her sons school was short on supplies, so she was trying to help out. She said our company can afford the supplies more than her sons school and that it was the right thing to do. I am friendly with my colleague and I dont want to get her in trouble. What should I do?
A: Your colleague is stealing from the company and you must file an Incident Report. The supplies purchased by our company are to be used for business needs only. Your colleague had no right to take these supplies for any purpose, even if it seems like a good cause.
REMEMBER
All BNY Mellon employees are expected to follow the Code of Conduct, even if they disagree with its contents.
If faced with a situation in which youre unsure of the correct action to take, contact your manager, an Ethics Officer, Compliance Officer, Legal Representative or Human Resources Business Partner for help. There are many resources at your disposal to help you. Dont hesitate to use them and Do Whats Right !
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©2015 The Bank of New York Mellon Corporation. All rights reserved. | PE-1199 11/2015 |
Personal Securities Trading Policy
Compliance
I-A-045
Posting Date: November 18, 2015
Applicable to: All BNY Mellon employees
Information Classification: Public |
||
I-A-045: Personal Securities Trading Policy
Table of Contents
A. |
Introduction/Purpose |
1 | ||||||
B. |
Applicability and Scope |
1 | ||||||
C. |
Policy Details/Discussion |
1 | ||||||
1. |
General Requirements |
1 | ||||||
2. |
Additional Requirements |
4 | ||||||
3. |
Compliance with this Policy |
4 | ||||||
4. |
Reporting Violations |
4 | ||||||
5. |
Policy Administration |
4 | ||||||
D. |
Roles and Responsibilities |
4 | ||||||
1. |
Ethics Office |
4 | ||||||
2. |
Function-Level Compliance Unit |
6 | ||||||
3. |
Business Management |
6 | ||||||
4. |
Legal Department |
6 | ||||||
5. |
Technology Department |
6 | ||||||
6. |
Investment Ethics Council (IEC) |
7 | ||||||
E. |
Questions |
7 | ||||||
F. |
Ownership |
7 | ||||||
G. |
Related Policies |
7 | ||||||
H. |
Revision History |
7 | ||||||
Appendix A: Requirements for Monitored Employees | 8 | |||||||
I. |
Monitored Personal Trading Activity |
8 | ||||||
J. |
PTA Reporting |
8 | ||||||
1. |
Initial Reporting |
8 | ||||||
2. |
Annual Reporting |
8 | ||||||
K. |
Updating PTA |
8 | ||||||
1. |
New Accounts |
8 | ||||||
2. |
Gifts and Inheritances |
9 | ||||||
3. |
Updating Holdings |
9 | ||||||
L. |
Approved Broker-Dealers |
9 | ||||||
M. |
Account Statements and Trade Confirmations |
9 | ||||||
N. |
Classification-Specific Requirements |
9 | ||||||
O. |
Summary |
9 |
November 18, 2015 | Page ii |
I-A-045: Personal Securities Trading Policy
Appendix B: Requirements for ADM Employees |
10 | |||||||
P. |
Proprietary Funds |
10 | ||||||
Q. |
PTA Reporting |
10 | ||||||
R. |
Preclearing Trades in PTA |
10 | ||||||
1. |
De Minimis Transactions |
10 | ||||||
2. |
Proprietary Fund Transactions in the Companys 401(k) plan |
11 | ||||||
S. |
Profit Disgorgement on Short-Term Trading |
11 | ||||||
T. |
Initial Public Offerings |
12 | ||||||
U. |
Private Placements |
12 | ||||||
1. |
Acquisition |
12 | ||||||
2. |
Approval Considerations |
12 | ||||||
3. |
Approval to Continue to Hold Existing Investments |
12 | ||||||
V. |
Additional Reporting Requirements for ADM Employees |
12 | ||||||
1. |
Special Purpose ADM Quarterly Securities Report |
12 | ||||||
2. |
Contemporaneous Disclosure |
13 | ||||||
W. |
Restrictions for ADM Employees |
14 | ||||||
X. |
Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY |
14 | ||||||
1. |
Transactions and Holdings in Micro-Cap Securities |
14 | ||||||
2. |
Requirement for Newly Designated MCADM Employees |
15 | ||||||
Appendix C: Additional Requirements for Investment Employees |
16 | |||||||
Y. |
Proprietary Funds |
16 | ||||||
Z. |
PTA Reporting |
16 | ||||||
AA. |
Preclearing Trades in PTA |
16 | ||||||
1. |
De Minimis Transactions |
16 | ||||||
2. |
Proprietary Fund Transactions in the Companys 401(k) plan |
17 | ||||||
BB. |
Profit Disgorgement on Short-Term Trading |
18 | ||||||
Appendix D: Requirements for Insider Risk, Fund Service, Service, and Fund Officer Employees |
19 | |||||||
CC. |
Insider Risk Employees |
19 | ||||||
1. |
Exempt Securities |
19 | ||||||
2. |
Preclearing Trades in PTA |
19 | ||||||
DD. |
Fund Officer, Fund Service, and Service Employees |
19 | ||||||
1. |
Company Oversight |
19 | ||||||
2. |
Quarterly Reporting in PTA For Fund Officer Employees and EMEA based Fund Service Employees Only |
19 | ||||||
Appendix E: Requirements for PREG Employees |
21 |
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EE. |
Exempt Securities |
21 | ||||||
FF. |
Preclearing Trades in PTA |
21 | ||||||
GG. |
Trading in Company Securities |
21 | ||||||
1. |
General Restrictions |
21 | ||||||
2. |
Company 401(k) Plan |
21 | ||||||
3. |
Company Employee Stock Options |
21 | ||||||
4. |
Company Employee Stock Purchase Plan (ESPP) |
21 | ||||||
5. |
Blackout Period Trading Implications Profit Disgorgement/Loss Recognition |
22 | ||||||
Appendix F: Trade Preclearance Requirements |
23 | |||||||
HH. |
General Preclearance Requirements |
23 | ||||||
1. |
Obtain Preclearance Prior to Initiating a Transaction |
23 | ||||||
2. |
Execute Trade Within Preclearance Window (Preclearance Expiration) |
23 | ||||||
3. |
Exemptions from the Requirement to Preclear |
23 | ||||||
II. |
Preclearance Rules for Company Stock in Retirement and Benefit Plans |
24 | ||||||
1. |
Company 401(k) Plan |
24 | ||||||
2. |
Company Employee Stock Options |
24 | ||||||
3. |
Company Restricted Stock/Units |
25 | ||||||
4. |
Company Employee Stock Purchase Plan (ESPP) |
25 | ||||||
Appendix G: Summary of Select Policy Requirements by Employee Classification |
26 | |||||||
Appendix H: Definitions |
28 |
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A. | Introduction/Purpose |
Employees or other supervised persons (as defined in the Investment Advisers Act of 1940 the Advisers Act) of the Bank of New York Mellon Corporation and its subsidiaries (the Company) are subject to certain laws and/or regulations governing personal securities trading, including the securities laws of various jurisdictions, Rule 204A-1 of the Advisers Act, and Rule 17j-1 of the Investment Company Act of 1940. In order to ensure that all employees personal investments are free from conflicts of interest and are in full compliance with the laws and regulations of all jurisdictions in which the Company does business, the Company has established limitations on personal trading. This policy describes the requirements and restrictions related to personal securities transactions.
B. | Applicability and Scope |
All employees of the Company that are deemed to be controlled by the Company or have otherwise agreed to be bound by its provisions are subject to this policy. This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees. The policys applicability to consultants and contract or temporary employees (including interns) is determined on a case-by-case basis.
C. | Policy Details/Discussion |
1. | General Requirements |
The following general requirements apply to all employees of the Company. In addition to the below standards of conduct, employees must also comply with any additional requirements as described in the next section of this policy (See Additional Requirements).
a) | Fiduciary Duty |
In some circumstances, the Company and its employees may owe a fiduciary duty to a client. Among the duties that an employee owes a client when acting as a fiduciary on their behalf is not to engage in personal securities transactions that may be deemed to take inappropriate advantage of his/her position in relation to that client. You must be mindful of this obligation, use your best efforts to honor it, and report promptly to the Ethics Office and your Compliance Officer any Company employee that fails to meet this obligation. With respect to the potential conflicts of interest that personal securities trading activity or other actions may engender, please also refer to the Companys Code of Conduct and the policy on Business Conflicts of Interest (Corporate Policy I-A-035) .
b) | Protecting Material Nonpublic Information and Compliance with Securities Laws |
In carrying out your job responsibilities, you must, at a minimum, comply with all applicable legal requirements and securities laws. As an employee, you may receive information about the Company, its clients, or other parties that for various reasons must be treated as confidential. With respect to these parties, you are not permitted to divulge to anyone (except as may be permitted by your business and in accordance with approved procedures) current portfolio positions (different rules will determine what is deemed to be current), current or anticipated portfolio transactions, or programs or studies of the Company or any client. You must comply with measures in place to preserve the confidentiality of information. Refer to the Companys Code of Conduct for additional guidance .
Securities laws generally prohibit the trading of securities while aware of material nonpublic information (MNPI) regarding the issuer of those securities and/or about the portfolio holdings, transactions or recommendations with respect to fiduciary accounts; this is generically known as insider trading. Any person who passes along material
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nonpublic information upon which a trade is based (tipping) may also be liable. Employees who possess material nonpublic information about an issuer of securities (whether that issuer is the Company, another company, a client or supplier, any fund or other issuer) must not trade in that issuers securities, either for their own accounts or for any account over which they exercise investment discretion. Refer to the Companys Securities Firewalls Policy (Corporate Policy I-A-046) for guidance in determining when information is material and/or nonpublic and how to handle such information.
c) | Trading in BNY Mellon Securities |
All employees who trade in Company securities must be aware of their responsibilities to the Company and must be sensitive to even the appearance of impropriety. The following restrictions apply to all transactions in the Companys publicly traded securities, whether owned directly (i.e., in your name) or indirectly (see indirect ownership in Appendix H, Definitions ).
| Short Sales You are prohibited from engaging in short sales of Company securities. |
| Short-Term Trading You are prohibited from purchasing and selling or from selling and purchasing any Company securities within any 60 calendar day period. In addition to other potential sanctions, you will be required to disgorge any profits on such short-term trades as calculated in accordance with procedures established by the Ethics Office. |
| Margin Transactions You are prohibited from purchasing Company securities on margin; however, you may use Company securities to collateralize full-recourse loans for non-securities purposes or for the acquisition of securities other than those issued by the Company. |
| Option Transactions You are prohibited from engaging in any derivative transaction involving or having its value based upon any securities issued by the Company (or the values thereof), including the buying and writing of over-the-counter and exchange traded options. |
| Major Company Events You are prohibited from transacting in the Companys securities if you have knowledge of major Company events that have not been publicly announced. This prohibition expires 24 hours after a public announcement is made. |
d) | Trading in Non-Company Securities |
You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see indirect ownership in Appendix H, Definitions ). You must refer to the Companys Code of Conduct for employee investment restrictions with parties that do business with the Company. In addition, you are prohibited from front running and scalping.
e) | Spread Betting |
Taking bets on securities pricing to reflect market movements activities as a mechanism for avoiding the preclearance restrictions on personal securities trading arising under the provisions of this policy is prohibited. Such transactions themselves constitute transactions in securities for the purposes of the policy and are subject to all of the provisions applicable to other non-exempted transactions.
f) | Initial Public Offerings |
You are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (IPO) without the prior approval of the Ethics Office or, in some cases, the Investment Ethics Council (IEC). Approval is only given when the allocation comes through an employee of the issuer, who has a direct family relationship to the
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BNY Mellon employee. Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (e.g., FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before submitting an indication of interest to purchase the security.
g) | Private Placements |
| Acquisition You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Ethics Office, your Compliance Officer, and the Operating Committee member who represents your business or department. In some cases, employees may be required to receive prior written approval from the IEC. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Fund Request Form, which can be found on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com . |
| Subsequent Actions Should you participate in any subsequent consideration of credit for the issuer or of an investment in the issuer for an advised account, you are required to disclose your investment to your Compliance Officer . The decision to transact in such securities for an advised account is subject to independent review. |
h) | Volcker Covered Funds |
| Acquisition You are prohibited from acquiring any initial or subsequent investment in a Volcker Covered Fund (the list of funds can be found at the Volcker Compliance site on MySource) unless you obtain prior written approval from the Ethics Office, your Compliance Officer, and the Operating Committee member who represents your business or department. In some cases, employees may be required to receive prior written approval from the IEC. You should be aware that under the Volcker Rule, neither you nor your immediate family, may make such an investment unless your job duties are directly related to providing investment advisory, commodity trading advisory or other services to the fund. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com . |
| New Employees Any new hire who directly or indirectly (through an immediate family member) holds an investment in a Volcker Covered Fund must receive permission to continue to hold that investment. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com . If the holding is not permitted under the Volcker Rule, the employee will be required to divest the ownership interest. |
Contact your Compliance Officer if you have questions regarding requirements related to the Volcker Rule .
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2. | Additional Requirements 1 |
This policy imposes additional requirements and limitations on employees based on the nature of their job activities; therefore, each employee is assigned a classification.
Classification assignments are the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office. The Ethics Office notifies employees of their designation into one or more of the following classifications:
3. | Compliance with this Policy |
Generally, as an employee of the Company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this policy may be deemed to encompass one of these acts. Accordingly, you must read this policy and comply with the spirit and the strict letter of its provisions. Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.
The provisions of the policy have worldwide applicability and cover trading in any part of the world, subject to the provisions of any controlling local law. To the extent any particular portion of the policy is inconsistent with, or in particular less restrictive than such laws, you must consult with the Manager of the Ethics Office.
4. | Reporting Violations |
To report a known or suspected violation of this policy, immediately contact the Ethics Office or your Compliance Officer . You may also report known or suspected violations anonymously through BNY Mellons Ethics Help Line or Ethics Hot Line .
5. | Policy Administration |
Various departments, business units, teams, and employees within the Company are responsible for managing, overseeing, and/or providing support for the administration of this policy. The specific responsibilities and procedural requirements for these various administrators are described in Section D .
D. | Roles and Responsibilities |
1. | Ethics Office |
The Corporate Ethics Office, led by the Chief Compliance and Ethics Officer (CCEO), must:
| Develop, interpret and administer the Policy. ( Note : Amendments of the policy will be made, or waivers of its terms will be granted, at the discretion of the Manager of |
1 | With the exception of Non-Classified Employees, employees in all other classifications are considered to be Monitored Employees [ denoted by an (*) ]. Due to the nature of their job activities and in addition to the General Requirements of this policy, Monitored Employees are also subject to the requirements listed in Appendix A (Requirements for Monitored Employees) . Non-Classified Employees do not have any additional requirements. |
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the Ethics Office only and with the concurrence of other officers or directors of the Company, where required (e.g., U.S. mutual fund directors). Any waiver or exemption must be evidenced in writing to be official.) |
| Maintain the following records in a readily accessible place, for five years from their creation (unless otherwise noted below): |
| A copy of each version of the Policy, including amendments, in existence for any period of time; |
| A record of any violation of the Policy and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred; |
| A record of acknowledgement of receipt of the Policy by each person who currently, or at any time in the prior five years, was required to receive a copy pursuant to some law, rule, or regulation; |
| All holdings or transaction reports made pursuant to the terms of the Policy (only the past two years in a readily accessible place); |
| A list of names and designations of all employees of the company who are designated as supervised persons of an SEC Registered Investment Advisor; |
| A record of any decision and supporting reasons for approving the acquisition of securities by personnel subject to the Policy in limited offerings. |
| Identify all Compliance Officers who are responsible for reviewing employee reports and other records. |
| Set standards for compliance monitoring and testing of compliance with this Policy. |
| Maintain electronic systems to support personal trading and ensure system enhancements are properly controlled and tested prior to implementation. |
| Provide training during major acquisitions, significant system implementations or modifications. |
| Use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as personal and confidential. (The company may be required by law to review, retain, and in some circumstances, disclose such documents. Therefore, such documents must be available for inspection by appropriate regulatory agencies and by other parties within and outside the Company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the Company.) |
| Oversee the activities of the IEC. |
| Determine appropriate sanctions for Policy violations and maintain a record of all such sanctions. |
| Maintain a list (the Restricted List) of companies whose securities employees in their line of business or firm are restricted from trading for various reasons. Such trading restrictions may be appropriate to protect the Company and its employees from potential violations, or the appearance of violations, of securities laws. This list must not be distributed outside of the Compliance Office or Ethics Office and its contents are confidential. |
| Calculate and collect disgorgements of profits. |
| Ensure an annual certification of compliance with the Policy is collected. |
| Where agreed upon with a line of business or sector, oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details, and monitoring to trading to detect violations of Policy. |
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| Oversee approvals of investments in initial public offerings, acquisitions of private investments, and withdrawal requests for affiliated hedge/private equity funds. |
| Review account documentation to determine if an employee account can be deemed a non-discretionary (managed) account. |
2. | Function-Level Compliance Unit |
Compliance units at the Function level, under the supervision of Business Compliance Directors, must:
| Ensure that employees are properly classified under the Policy, including consultants, independent contractors and other temporary employees. |
| Provide training to employees on the Policy or various systems utilized for compliance. |
| Report violations of the Policy to the Ethics Office and to the Board of Directors at the appropriate investment subsidiary, if necessary. |
| Ensure data required to perform compliance monitoring (e.g., Restricted Lists, Portfolio Manager Codes, Designated Approvers) is provided to the Ethics Office. |
| Oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details and monitoring to trading to detect violations of Policy, unless the Ethics Office is performing those functions for the line of business. |
| Oversee the timely completion of all required employee reports and certifications. |
| In consultation with business management, construct and provide a list of securities appropriate for Policy restrictions. |
| Approve requests for investment that have been delegated by Policy or the Ethics Office to the line of business. |
| Provide timely updates to the list of Proprietary Funds (those that are advised, subadvised or underwritten by the line of business) to the Ethics Office. |
3. | Business Management |
Management of the companys business and business partner groups will:
| Ensure that managers communicate an employees classification under this Policy and that proper training of the Policy requirements has been provided. |
| In consultation with the function-level compliance unit, construct and provide a list of securities appropriate for Policy restrictions. |
| Enforce compliance with the Policy. |
4. | Legal Department |
The Legal Department of the company has the following responsibilities:
| Provide legal analysis of new and revised legislation of all jurisdictions regarding personal securities trading laws and regulations. |
| Participate in the review of Policy amendments. |
5. | Technology Department |
The Technology Department of the company has the following responsibilities:
| Provide support for internally hosted applications to ensure systems function properly, including various files are properly loaded into the system. |
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| Develop an alert process to detect any failed or non-received files. |
| Ensure all software updates or hardware installations are adequately tested. |
6. | Investment Ethics Council (IEC) |
The company formed an Investment Ethics Council, which is composed of investment, legal, risk management, compliance and ethics representatives of the company and its affiliates. The IEC will:
| Approve any substantive amendments (along with appropriate concurrence of third parties) to the Policy. |
| Provide interpretive guidance to the Ethics Office when requested. |
| Approve/disapprove actions taken in connection with the personal trading activities of employees subject to the Policy. |
| Oversee the personal trading activities of employees designated as ADM Employees. |
E. | Questions |
Questions regarding this policy or personal securities trading must be directed to the Securities Trading Policy Help Line by phone at 1-800-963-5191 or by email at securitiestradingpolicyhelp@bnymellon.com . If calling from outside of the United States or Canada, dial the appropriate international access code and then 1-800-963-5191-2.
F. | Ownership |
The Ethics Office owns this policy.
G. | Related Policies |
| I-A-010: Code of Conduct |
| I-A-035: Business Conflicts of Interest |
| I-A-046: Securities Firewall Policy |
H. | Revision History |
| November 18, 2015 (current; information classification re-labelled from internal use only to public) |
| November 13, 2015 (current; updated Appendices D, G and H) |
| April 27, 2015 (addition of language related to Volcker Funds) |
| December 1, 2014 (reviewed and reformatted) |
| November 2013 |
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I-A-045: Personal Securities Trading Policy
Appendix A: Requirements for Monitored Employees
In addition to the General Requirements as described in this policy, Monitored Employees (i.e., all employees excluding Non-Classified Employees) are also subject to the following requirements:
I. | Monitored Personal Trading Activity |
In order to ensure compliance with securities laws and to avoid even the appearance of a conflict of interest, the Ethics Office monitors the personal trading activities of Monitored Employees. Trading is monitored electronically via the Personal Trading Assistant (PTA) System. The Ethics Office will grant Monitored Employees secure access to the PTA so that they can fulfill their PTA reporting requirements as described below.
J. | PTA Reporting |
1. | Initial Reporting |
Within 10 calendar days of being assigned a classification, you must file an Initial Broker Accounts Report and an Initial Holdings Report in the PTA. The Initial Broker Accounts Report must contain a listing of all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Initial Holdings Report must contain a listing of all securities (excluding exempt securities) held in the aforementioned accounts and any securities (excluding exempt securities) held outside of these accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). Both the Initial Broker Accounts Report and the Initial Holdings Report must be an accurate recording of security accounts and security holdings within the last 45 calendar days after receiving your employee classification.
Note : Monitored Employees are required to report any directly- or indirectly-owned accounts that have the capability of holding securities (excluding exempt securities), regardless of what the accounts are currently holding. For example, if an account contains only exempt securities but has the capability of holding non-exempt securities, the account must be reported.
2. | Annual Reporting |
On an annual basis and within 30 calendar days after the end of the year, Monitored Employees are required to file an Annual Holdings Report in the PTA. The Annual Holdings Report must contain a current listing of securities (excluding exempt securities) held in all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Annual Holdings Report must also contain a current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). The securities information included in the report must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this annual reporting requirement, Monitored Employees must also certify that they have read, understand, and complied with this policy.
K. | Updating PTA |
1. | New Accounts |
Monitored Employees are responsible for adding to the PTA as soon as possible any new brokerage accounts that are opened after the Initial Broker Accounts Report has been submitted. This requirement applies to both accounts that are owned directly by you or of which you have indirect ownership.
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2. | Gifts and Inheritances |
Monitored Employees who give or receive a gift of securities (excluding exempt securities) or receive an inheritance that includes securities (excluding exempt securities) must report the activity in the PTA within 10 calendar days. The report must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable). A gift of securities must be one where the donor does not receive anything of monetary value in return.
3. | Updating Holdings |
You are required to update in the PTA any changes to your securities (excluding exempt securities) holdings that occur as a result of corporate actions, dividend reinvestments, or similar activity. These adjustments must be reported as soon as possible, but no less than annually. Non-U.S.-based Monitored Employees, including Fund Service and Fund Officer Employees, are required to submit to Local Compliance, upon receipt from their broker, trade confirmations or contract notes for trades in non-exempt securities.
L. | Approved Broker-Dealers |
All U.S.-based Monitored Employees must maintain any directly- or indirectly-owned brokerage accounts at specific broker-dealers that have been approved by the company. Monitored Employees living outside the U.S. are not subject to this requirement. U.S.-based Monitored Employees should refer to MySource to obtain the current list of approved broker-dealers. Any exceptions to this requirement must be approved, in writing, by the Ethics Office.
M. | Account Statements and Trade Confirmations |
U.S.-based Monitored Employees who receive an exception to the approved broker-dealer requirement or who are in the process of moving their account(s) to an approved broker-dealer must instruct their non-approved broker-dealer, trust account manager, or other entity holding their securities to submit duplicate statements and trade confirmations directly to the company. Non-U.S.-based Monitored Employees are required to submit their trade confirmations/contract notes and account statements to their Local Compliance. This requirement applies to both directly- and indirectly-owned accounts and includes any account that has the capability of holding securities (excluding exempt securities) regardless of what the account is currently holding. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), Monitored Employees must comply with the companys request to confirm transactions and holdings.
N. | Classification-Specific Requirements |
In addition to the General Requirements of the policy and the preceding Requirements for Monitored Employees, ADM, Investment, Insider Risk, Fund Service, Service, Fund Officer, and PREG Employees must also adhere to the requirements of their assigned classification(s). Employees should refer to Appendices B through E for the specific additional requirements of their assigned classification(s).
O. | Summary |
Refer to Appendix G for a summary of select policy requirements by employee classification.
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Appendix B: Requirements for ADM Employees
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as ADM Employees are also subject to the following requirements:
P. | Proprietary Funds |
Proprietary Funds are non-exempt securities for ADM Employees. As such, ADM Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com .
Q. | PTA Reporting |
Quarterly Reporting
In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, ADM Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, ADM Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:
| A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter; |
| A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership; |
| A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and; |
| A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). |
All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.
R. | Preclearing Trades in PTA |
ADM Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). ADM Employees must preclear trades in Proprietary Funds. Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the Companys 401(k) plan.
1. | De Minimis Transactions |
ADM Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the ADM Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities. Note : Some ADM Employees who are also Portfolio Managers may not be eligible for this de minimis exemption. Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.
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a) | Restrictions and Conditions |
| Employee preclearance is required prior to executing the transaction. |
| If the transaction is a 60 day trade, recognized profit disgorgement will be applicable. (Refer to Section C for information about profit disgorgement on short-term trades.) |
| Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month. |
| Employees must cooperate with the Preclearance Compliance Officers request to document market capitalization amounts. |
b) | Transaction Limits |
The following transaction limit is available for this de minimis exception: The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. Note : Currency is listed in USD. For all other countries, use the local currencys USD equivalent and/or U.S. share amount.
2. | Proprietary Fund Transactions in the Companys 401(k) plan |
ADM Employees are required in most situations to preclear Proprietary Fund trades. However, the treatment of Proprietary Fund trades in the companys 401(k) plan is dependent upon the type of plan.
a) | Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, and Tier 3 - Actively Managed Funds) |
The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement, but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.
b) | Self-Directed Accounts (Tier 4 Large Selection of Mutual Funds and Exchange Traded Funds) |
Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.
S. | Profit Disgorgement on Short-Term Trading |
Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.
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T. | Initial Public Offerings |
ADM Employees must obtain approval from the IEC prior to acquiring securities through an allocation by the underwriter of an initial public offering.
U. | Private Placements |
1. | Acquisition |
ADM Employees must receive approval from the IEC prior to acquiring any security in a private placement.
2. | Approval Considerations |
The IEC will generally not approve private placement requests in which any managed fund or account is authorized to invest within the ADMs fund complex. Also, it will not approve any investment involving a fund vehicle serviced or sponsored by BNY Mellon or one of its subsidiaries or affiliates that is a Volcker Covered Fund, unless your job duties are directly related to providing investment advisory, commodity trading advisory or other services to the fund, as described under the Volcker Rule. The IEC will take into account the specific facts and circumstances of the request prior to reaching a decision on whether to authorize a private placement investment. These factors include, among other things, whether the opportunity is being offered to an individual by virtue of their position with the company or its affiliates or their relationship to a managed fund or account and whether or not the investment opportunity being offered to the employee could be re-allocated to a client. ADM Employees must comply with requests for information and/or documentation necessary for the IEC to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.
3. | Approval to Continue to Hold Existing Investments |
Within 90 days of being designated an ADM Employee, employees holding private placement securities must request and receive written authorization from the IEC to continue to hold these securities.
V. | Additional Reporting Requirements for ADM Employees |
ADM Employees have two additional reporting requirements. These requirements are described below. Note : It is an ADM Employees responsibility to confirm with their Preclearance Compliance Officer whether he or she is required to comply with the below additional reporting requirements.
1. | Special Purpose ADM Quarterly Securities Report |
ADM Employees are required to submit quarterly to their Preclearance Compliance Officer the Special Purpose ADM Quarterly Securities Report. A form for completing this report can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com . This report must be submitted within 30 calendar days of each quarters end and includes information on securities and/or transactions owned directly or indirectly. The report must contain information on:
| Securities owned at any time during the quarter, which were either recommended for a transaction or in a portfolio managed by the ADM Employee during the quarter. |
| Holdings or transactions in private placements. |
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| Holdings in securities with a market capitalization that was equal to or less than $250 million. For all other countries, use the local currencys USD equivalent. |
| Exemption ADM Employees do not need to report any security that is defined as an exempt security or is otherwise expressly exempt from preclearance. |
2. | Contemporaneous Disclosure |
Prior to an ADM Employee making or acting upon a portfolio recommendation (e.g., buy, hold, or sell) in a security directly or indirectly owned, written authorization must be obtained. The reason for disclosure is to ensure that management can consider whether the portfolio recommendation or transaction is for the purpose of affecting the value of a personal securities holding. Contemporaneous Disclosure forms can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com . Under no circumstances can an ADM Employee provide portfolio recommendations or place trades based on their potential impact to his/her personal securities holdings, nor can he or she refuse to take such action to avoid submitting a Contemporaneous Disclosure. The ADM Employees fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.
a) | Approval |
Approval must be obtained from the ADM Employees CIO or CEO, or their designee, prior to the first such portfolio recommendation or transaction in a particular security in a calendar month. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases/sells in all portfolios do not exceed the maximum number of shares, options, or bonds disclosed on the disclosure form. If the ADM Employee seeks to effect a transaction or makes a recommendation in a direction opposite of the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.
b) | Exemption to the Contemporaneous Disclosure Requirement |
| ADM Employees who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with this disclosure requirement. This exemption does not apply in the following circumstances: |
| If the ADM Employee recommends a security that is not in the clone or model portfolio or recommends a model or clone security in a different percentage than the model or clone amounts. |
| If the ADM Employee recommends individual securities to clients, even if the company shares control of the investment process with other parties. |
c) | Securities Exempt from Reporting |
Certain securities are exempt from the requirement to submit a Contemporaneous Disclosure. They are:
| Exempt securities as defined in Definitions . |
| Holdings of debt securities, which do not have a conversion feature and are rated investment grade or better by a nationally recognized statistical rating organization or unrated, but of comparable quality. |
| Holdings of equity securities of the following: |
| In the U.S., the top 200 issuers on the Russell list and other companies with a market capitalization of $20 billion or higher. |
| In the U.K., the top 100 companies on the FTSE All Share Index and other companies with a market capitalization of the £ USD equivalent. |
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| In Japan, the top 100 companies of the TOPIX and other companies with a market capitalization of the ¥ USD equivalent. |
| In Brazil, companies on the IBr-X and other companies with a market capitalization of the R USD equivalent. |
W. | Restrictions for ADM Employees |
7 Day Blackout Period
| Prohibition |
It is impermissible for an ADM Employee to buy or sell a security (owned directly or indirectly) within 7 calendar days before and 7 calendar days after their investment company or managed account has effected a transaction in that security. This is known as the 7 Day Blackout Period.
| Disgorgement Required |
If an ADM Employee initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits recognized from the transaction must be disgorged in accordance with guidance provided by the IEC. The IEC has determined that the following transactions will not be subject to this disgorgement requirement:
| In the U.S., the dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. |
| In all other countries, the greater of the USD equivalent or 100 shares for companies with a USD equivalent market capitalization. |
| Exemption |
Portfolio Managers who manage broad-based index funds, which replicate exactly, a clone, or model, are exempt from the 7 Day Blackout Period.
X. | Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY |
1. | Transactions and Holdings in Micro-Cap Securities |
In recognition of the potential for price volatility in micro-cap securities, the company requires that approvals be obtained prior to a MCADM Employee placing a trade in their direct and indirectly owned accounts. The market capitalization approval thresholds are listed below. Note : Currency is listed in USD. For all other countries, use the local currencys USD equivalent.
| Threshold 1 |
Without the prior written approval of the IEC, MCADM Employees may not trade the securities of companies with a market capitalization of $100 million or less.
| Threshold 2 |
Without the prior written approval of the immediate supervisor and the Chief Investment Officer (CIO), MCADM Employees may not trade the securities of companies with a market capitalization that is more than $100 million but less than or equal to $250 million.
| Exemption |
Micro-cap securities acquired involuntarily (e.g., inheritance, gift, spin-off, etc.) are exempt from these above restrictions; however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.
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2. | Requirement for Newly Designated MCADM Employees |
Newly designated MCADM Employees must obtain the approval of the CIO or Chief Executive Officer and provide a copy of the approval to the Preclearance Compliance Officer to continue holding micro-cap securities with a market capitalization equal to or less than $250 million. For all other countries, use the local currencys USD equivalent.
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Appendix C: Additional Requirements for Investment Employees
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as Investment Employees are also subject to the following requirements:
Y. | Proprietary Funds |
Proprietary Funds are non-exempt securities for Investment Employees. As such, Investment Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com .
Z. | PTA Reporting |
Quarterly Reporting
In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Investment Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, Investment Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:
| A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter; |
| A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership; |
| A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and; |
| A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). |
All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.
AA. | Preclearing Trades in PTA |
Investment Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Investment Employees must preclear trades in Proprietary Funds. Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the companys 401(k) plan.
1. | De Minimis Transactions |
Investment Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the Investment Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.
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a) | Restrictions and Conditions |
| Employee preclearance is required prior to executing the transaction. |
| If the transaction is a 60 day trade, recognized profit disgorgement will be applicable. |
| Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month. |
| Employees must cooperate with the Preclearance Compliance Officers request to document market capitalization amounts. |
b) | Transaction Limits |
The below transaction limits are available for this de minimis exception. Note : Currency is listed in USD. For all other countries, use the local currencys USD equivalent and/or U.S. share amount.
| Transactions up to $50,000 for companies having a market capitalization of $20 billion or more. |
| The dollar value from transacting in 250 shares or $25,000 (whichever value is greater) for companies having a market capitalization between $5 billion and $20 billion. |
| The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies having a market capitalization between $250 million and $5 billion. |
2. | Proprietary Fund Transactions in the Companys 401(k) plan |
Investment Employees are required in most situations to preclear Proprietary Fund trades. However, the treatment of Proprietary Fund trades in the companys 401(k) plan is dependent upon the type of plan.
a) | Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, and Tier 3 - Actively Managed Funds) |
The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but you must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.
b) | Self-Directed Accounts (Tier 4 Large Selection of Mutual Funds and Exchange Traded Funds) |
Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.
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BB. | Profit Disgorgement on Short-Term Trading |
Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.
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Appendix D: Requirements for Insider Risk, Fund Service, Service, and Fund Officer Employees
CC. | Insider Risk Employees |
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as Insider Risk Employees are also subject to the following requirements:
1. | Exempt Securities |
In addition to the exempt securities as listed in Appendix H: Definitions , Proprietary Funds, Exchange Traded Funds, and municipal bonds are also considered to be exempt securities for Insider Risk Employees. In all instances that the term exempt securities is used throughout this policy, Insider Risk Employees may also include Proprietary Funds, Exchange Traded Funds, and municipal bonds.
2. | Preclearing Trades in PTA |
Insider Risk Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Insider Risk Employees must preclear Exchange Traded Notes (ETNs). Refer to Appendix F for trade preclearance requirements.
DD. | Fund Officer, Fund Service, and Service Employees |
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as Fund Officer, Fund Service, and Service Employees are also subject to the following requirement:
1. Company Oversight
While Fund Officer, Fund Service, and Service Employees are subject to many of the same requirements as the other employee classifications, Fund Officer, Fund Service, and Service Employees are not required to preclear trades, and therefore, are not subject to pre-trade denials of those trades. However, unlike the other employee classifications, Fund Officer, Fund Service, and Service Employees are subject to a post-trade back-testing analysis that is designed to accumulate and assess employee trading activity that mirrors company or client trades. Trading activity that mirrors company or client trades may result in a change to the employees classification that will require future preclearance approval.
2. Quarterly Reporting in PTA For Fund Officer Employees and EMEA based Fund Service Employees Only
In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Fund Officer Employees and EMEA-based Fund Service Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, these employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:
| A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter; |
| A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership; |
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| A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and; |
| A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). |
All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.
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Appendix E: Requirements for PREG Employees
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as PREG Employees are also subject to the following requirements:
EE. | Exempt Securities |
Excluding company securities, all securities are exempt for PREG Employees. In all instances that the term exempt securities is used throughout this policy, PREG Employees should note that this includes all securities except company securities. Only company securities are reportable for PREG Employees.
FF. | Preclearing Trades in PTA |
PREG Employees are required to receive preclearance approval in PTA prior to executing trades in company securities only. Refer to Appendix F for trade preclearance requirements.
GG. | Trading in Company Securities |
1. | General Restrictions |
Every quarter, the Company imposes a restriction on PREG employees. These employees are deemed to have access to inside information with respect to the Companys financial results and are prohibited from trading in the Companys securities from 12:01 AM Eastern Standard Time, on the 15 th day of the month preceding the end of each calendar quarter through the first trading day after the public announcement of the companys earnings for that quarter. This period of time is during which PREG employees are prohibited from trading in the Companys securities is known as the 24-Hour Blackout Period. For example, if earnings are released on Wednesday at 9:30 AM Eastern Standard Time, PREG Employees cannot trade the Companys securities until Thursday at 9:30 AM Eastern Standard Time. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period. Occasionally, the Company may extend the restricted period for some or all PREG Employees.
2. | Company 401(k) Plan |
| Changes in Your Company Stock Holdings During quarterly blackout periods, PREG Employees are prohibited from making payroll deduction or investment election changes that would impact their future purchases in company stock. These changes must be made when the blackout period is not in effect. |
| Reallocating Balances in Company 401(k) Plan PREG Employees are prohibited from reallocating balances in their company 401(k) if the reallocating action impacts their holdings in company stock. |
3. | Company Employee Stock Options |
PREG Employees are prohibited from exercising options during the blackout period.
4. | Company Employee Stock Purchase Plan (ESPP) |
During quarterly blackout periods, PREG employees are prohibited from enrolling in or making payroll deduction changes in the ESPP. These changes must be made when the blackout period is not in effect.
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5. | Blackout Period Trading Implications Profit Disgorgement/Loss Recognition |
Any trade in BNY Mellon securities made during the 24-Hour Blackout Period must be reversed and any corresponding profit recognized from the reversal is subject to profit disgorgement. The employee will incur any loss resulting from the reversal of a blackout period trade. Profit disgorgement will be in accordance with procedures established by senior management. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transaction(s). Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes and the employee will be responsible for any tax costs associated with the transaction(s).
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Appendix F: Trade Preclearance Requirements
ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to preclear trades in all securities (excluding exempt securities) . All other employees are not subject to the below trade preclearance requirements.
HH. | General Preclearance Requirements |
1. | Obtain Preclearance Prior to Initiating a Transaction |
In order to trade securities (excluding exempt securities), ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to submit a preclearance request in the PTA system and receive notice that the preclearance request was approved prior to placing a security trade. Unless expressly exempt (See exemptions below), all securities transactions are covered by this preclearance requirement. Although preclearance approval does not obligate an employee to place a trade, preclearance should not be made for transactions the employee does not intend to make. You may not discuss the response to a preclearance request with anyone (excluding any account co-owners or indirect owners).
2. | Execute Trade Within Preclearance Window (Preclearance Expiration) |
For ADM and Investment Employees, preclearance authorization will expire at the end of the second business day after it is received. For Insider Risk and PREG Employees, preclearance authorization will expire at the end of the third business day after it is received. The day authorization is granted is considered the first business day. See example below. Note : Preclearance time stamps in PTA are in Eastern Standard Time (EST).
Example
An ADM Employee requests and receives trade preclearance approval on Monday at 3 PM EST. The preclearance authorization is valid until the close of business on Tuesday. An Insider Risk Employees window would be one day longer and would therefore be valid until the close of business on Wednesday.
Note of Caution
Employees who place limit, stop-loss, good-until-cancelled, or standing buy/sell orders are cautioned that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the preclearance authorization period, any unexecuted order must be canceled. A new preclearance authorization may be requested; however, if the request is denied, the trade order with the broker-dealer must be canceled immediately.
3. | Exemptions from the Requirement to Preclear |
Preclearance is not required for the following security transactions:
| Exempt securities as defined in the Definitions. |
| Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, and financial futures (excluding stock and narrow-based stock index futures). |
| ETFs and funds to include proprietary funds that are based on the following indices; the S&P 100, Russell 200, Eurostoxx 50, FTSE 100, Nikkei 225, A50 ETFs and the CSI 300. The same indices with larger participation (e.g., S&P 500, Russell 1000) would also be exempt. A complete list of exempt ETFs and Proprietary Funds is listed on MySource. Only securities on the published list are exempt from preclearance. Derivative securities based on these indices still require preclearance . |
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| Involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared. |
| Pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer. |
| Sells effected pursuant to a bona fide tender offer. |
| Pursuant to an automatic investment plan, including payroll withholding to purchase Proprietary Funds. |
II. | Preclearance Rules for Company Stock in Retirement and Benefit Plans |
1. | Company 401(k) Plan |
a) | Changes in Your Company Stock Holdings |
Preclearance is not required for changes in your company stock holdings held within the company 401(k) Plan that result from the following:
| Changes in your payroll deduction contribution percentage. |
| Changes in investment elections regarding the future purchase of company stock. |
b) | Reallocating Balances in Company 401(k) Plan |
The purchase or sell of company stock resulting from a reallocation does not require preclearance but is considered a purchase or sale of company stock for purposes of the short-term trading prohibition. As a result, a subsequent trade in company stock in the opposite direction of the reallocation occurring within a 60 calendar day period would result in a short-term trading prohibition. Changes to existing investment allocations in the plan or transactions in company stock occurring outside the plan will not be compared to reallocation transactions in the plan for purposes of the 60 day trading prohibition. Profits recognized through short-term trading in company stock in the plan will not generally be required to be disgorged; however, the Legal Department will be consulted to determine the proper disposition of short-term trading prohibitions involving Operating Committee members.
c) | Rebalancing Company 401(k) Plan |
The purchase or sell of company stock resulting from rebalancing (i.e., the automatic movement of balances to pre-established investment election allocation percentages) is not subject to preclearance and is not considered a purchase or sale of company stock for purposes of the short-term trading prohibition.
2. | Company Employee Stock Options |
| Preclearance approval is required prior to the exercise of stock option grants. |
| Preclearance is not required for the receipt of a stock option grant or the subsequent vesting of the grant. |
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3. | Company Restricted Stock/Units |
Preclearance is not required for the following:
| The receipt of an award of company restricted stock/units. |
| The subsequent vesting of the company stock/unit award; however you are required to report these shares upon vesting in the PTA system and preclear subsequent sells. |
| The sale (through company-approved procedures) of a portion of the company stock received in a restricted stock award at the time of vesting in order to pay for tax withholding. |
4. | Company Employee Stock Purchase Plan (ESPP) |
| Preclearance is required for the following: |
| The sale of stock from the ESPP Plan. Note : The sale of stock from the Company ESPP will be compared to transactions in company securities outside of the Company ESPP to ensure compliance with the short-term (60 day) trading prohibition. |
| The sale of stock withdrawn previously from the ESPP. Like stock sold directly from the ESPP, sales will be compared to transactions in company securities outside of the ESPP to ensure compliance with the short-term (60 day) trading prohibition. |
| Preclearance is not required for your enrollment in the plan, changes in your contribution to the plan, or shares acquired through the reinvestment of dividends. |
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Appendix G: Summary of Select Policy Requirements by Employee Classification
Selected Policy Requirements |
ADM |
Investment
|
Insider |
Fund Service,
|
PREG |
Non- Classified Employees |
||||||
U.S.-based employees required to use approved broker-dealer | X | X | X | X | X | |||||||
Initial Accounts and Holdings Reports (filed within 10 days of being classified) | X | X | X | X | X | |||||||
Annual Certification (filed within 30 days of year-end) | X | X | X | X | X | |||||||
Quarterly Certification (filed within 30 days of quarter-end) | X | X | Only applies to Fund Officers and EMEA- based Fund Service Employees | |||||||||
Preclear trades | X | X | X |
X (BNYM stock only) |
||||||||
Preclearance window (in business days, includes day approval granted) | 2 days | 2 days | 3 days | 3 days | ||||||||
Preclear Proprietary Funds, Exchange Traded Funds (ETFs), municipal bonds, and all other non- exempt securities | X | X | ||||||||||
Preclear Exchange Traded Notes (ETNs) | X | X | X | |||||||||
Subject to 7+ - day blackout period | X | |||||||||||
Additional approvals required for personal trades in micro-cap securities |
X (MCADMs only) |
|||||||||||
Short-term trading (60 days) profit disgorgement on all trades | X | X |
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Selected Policy Requirements |
ADM |
Investment
|
Insider |
Fund Service,
|
PREG |
Non- Classified Employees |
||||||
Short-term trading (60 days) profit disgorgement on BNYM stock | X | X | X | X | X | X | ||||||
Prohibited from buying BNYM stock on margin, short selling BNYM, and trading in BNYM derivatives (options) | X | X | X | X | X | X | ||||||
Initial public offerings are prohibited (refer to Policy waiver requirements) | X | X | X | X | X | X | ||||||
Private Placements/Volcker Covered Funds require Ethics Office pre-approval | X | X | X | X | X | X |
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Appendix H: Definitions
Access Decision Maker (ADM) Employee
An employee designated as such by the Investment Ethics Council. Generally, employees are considered to be ADM Employees if they are Portfolio Managers or Research Analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio Managers of broad-based index funds and traders are not typically classified as ADM Employees.
Automatic Investment Plan
A program in which regular periodic purchases (withdrawals) are made automatically to/from investment accounts in accordance with a predetermined schedule and allocation. Examples include: Dividend Reinvestment Plans (DRIPS), payroll deductions, bank account drafts or deposits, automatic mutual fund investments/withdrawals (PIPS/SWIPS), and asset allocation accounts.
Compliance Officer
Any individual whose primary job duties include responsibility for ensuring that all applicable laws, regulations, policies, procedures, and the Code of Conduct are followed. For purposes of this policy, the term Compliance Officer and Preclearance Compliance Officer are used interchangeably.
Direct Family Relationship
For purposes of this policy, an employees immediate family as defined by indirect ownership in Appendix H, Definitions.
Dreyfus/FINRA Group Employee
An employee who is subject to regulation resulting from his/her registration with FINRA.
Employee
An individual employed by BNY Mellon or its more-than-50%-owned direct or indirect subsidiaries. This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees in all world-wide locations.
Exempt Securities
Securities exempt from reporting. All securities require reporting unless expressly exempt by this policy. The below securities are exempt for all classifications of employees. There may be additional exempt securities based on an employees classification. Refer to the applicable Appendix for your classification for any additional security exemptions.
| Cash and cash-like securities (e.g., bankers acceptances, bank CDs and time deposits, money market funds, commercial paper, repurchase agreements). |
| Direct obligations of the sovereign governments of the United States (U.S. employees only), United Kingdom (U.K. employees only) and Japan (Japan employees only). Obligations of other instrumentalities of the U.S., U.K., and Japanese governments or quasi-government agencies are not exempt. |
| High-quality, short-term debt instruments having a maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a nationally recognized statistical rating organization or which is unrated but of comparable quality. |
| Securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds or Exchange Traded Funds ( Note : Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only). |
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| Securities in non-company 401(k) plans (e.g., spouses plan, previous employers plan, etc.). |
| Securities in 529 plans, provided they are not invested in Proprietary Funds ( Note : Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only). |
| Fixed annuities. |
| Variable annuities that are not invested in Proprietary Fund sub-accounts ( Note : Variable annuities that are invested in Proprietary Fund sub-accounts are considered non-exempt securities for ADM and Investment Employees only). |
| Securities held in approved non-discretionary (managed) accounts. |
| Stock held in a bona fide employee benefit plan of an organization not affiliated with the Company on behalf of an employee of that organization, who is a member of the Company employees immediate family. For example, if an employees spouse works for an organization unrelated to the Company, the employee is not required to report for transactions that his/her spouse makes in the unrelated organizations company stock so long as they are part of an employee benefit plan. This exemption does not apply to any plan that allows the employee to buy and sell securities other than those of their employer. Such situations would subject the account to all requirements of this policy. |
Fund Officer Employee
An employee who is not in the Asset Management or Wealth Management businesses and, in the normal conduct of his/her job responsibilities, serves as an officer of a fund, is not required to preclear trading activity by a fund, and does not attend board meetings.
Fund Service Employee
An employee who is not in the Asset Management or Wealth Management businesses and whose normal job responsibilities involve maintaining the books and records of mutual funds and/or managed accounts.
Front Running
The purchase or sale of securities for your own or the companys accounts on the basis of your knowledge of the companys or companys clients trading positions or plans.
Index Fund
An investment company or managed portfolio (including indexed accounts and model-driven accounts) that contain securities in proportions designed to replicate the performance of an independently maintained, broad-based index or that is based not on investment discretion but on computer models using prescribed objective criteria to replicate such an independently maintained index.
Indirect Ownership
Generally, you are the indirect owner of securities if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship, or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a pecuniary interest). Common indirect ownership situations include, but are not limited to:
| Securities held by members of your immediate family by blood, marriage, adoption, or otherwise, who share the same household with you. |
| Immediate family includes your spouse, domestic partner, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters). |
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| Partnership interests in a general partnership or a general partner in a limited partnership. Passive limited partners are not deemed to be owners of partnership securities absent unusual circumstances, such as influence over investment decisions. |
| Corporate shareholders who have or share investment control over a corporations investment portfolio. |
| Trusts in which the parties to the trust have both a pecuniary interest and investment control. |
| Derivative securities You are the indirect owner of any security you have the right to acquire through the exercise or conversion of any option , warrant, convertible security or other derivative security, whether or not presently exercisable. |
| Securities held in investment clubs. |
Initial Public Offering (IPO)
The first offering of a companys securities to the public.
Insider Risk Employee
A classification of employees that in the normal conduct of their job responsibilities are likely to receive or be perceived to be aware of or receive material nonpublic information concerning the companys clients. Employees in this classification typically include, but are not limited to, Risk and Legal personnel. All members of the companys Operating Committee (excluding Pershing Operating Committee Members who are covered by the Pershing trading policy), who are not otherwise classified as Investment Employees, will be classified as Insider Risk Employees.
Investment Clubs
Organizations whose members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Prior to participating in an investment club, all employees (excluding Non-Classified Employees) are required to obtain written permission from their Preclearance Compliance Officer. Employees who receive permission to participate in an investment club are subject to the requirements of this policy.
Investment Company
A company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.
Investment Employee
An employee who, in the normal conduct of his/her job responsibilities, has access (or are likely to be perceived to have access) to nonpublic information regarding any advisory clients purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund, is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public. This classification typically includes employees in the Asset Management and Wealth Management businesses, including:
| Certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; Employees of a Company business regulated by certain investment company laws. Examples are: |
| In the U.S., employees who are advisory persons or access persons under Rule 17j-1 of the Investment Company Act of 1940 or access persons under Rule 204A-1 of the Advisers Act. |
| In the U.K., employees in companies undertaking specified activities under the Financial Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the Financial Conduct Authority. |
| Any member of the companys Operating Committee who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients securities transactions. |
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Investment Ethics Council (IEC)
Council having oversight responsibility for issues related to personal securities trading and investment activity by ADM Employees. The members are determined by the Chief Compliance & Ethics Officer.
Manager of the Ethics Office
An individual appointed by the Chief Compliance & Ethics Officer to manage the Ethics Office.
Micro-Cap Access Decision Maker (MCADM) Employee
A subset of ADM Employees who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a small market capitalization. The market capitalization threshold used when determining if an ADM Employee is considered a MCADM Employee is a market capitalization equal to or less than $250 million (for all other countries, the local currencys USD equivalent is used).
Money Market Fund
A mutual fund that invests in short-term debt instruments where its portfolio is valued at amortized cost so as to seek to maintain a stable net asset value (typically, of $1 per share).
Non-Discretionary (Managed) Account
An account in which the employee has a beneficial interest but no direct or indirect control over the investment decision making process. It may be exempted from preclearance and reporting procedures only if the Ethics Office is satisfied that the account is truly non-discretionary (i.e., the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades). Employees are required to complete an annual certification in PTA regarding managed accounts. In addition, employees are required to provide copies of statements to Compliance when requested.
Non-Self-Directed Accounts
The portion of the Company 401(k) balance invested in Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, Tier 3 - Actively Managed Funds, and/or BNY Mellon stock.
Operating Committee
The Operating Committee of BNY Mellon.
Option
A security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame. For purposes of compliance with this policy, an employee who buys/sells an option is deemed to have purchased/sold the underlying security when the option was purchased/sold. Four combinations are possible as described below:
Call Options
| If an employee buys a call option, the employee is considered to have purchased the underlying security on the date the option was purchased. |
| If an employee sells a call option, the employee is considered to have sold the underlying security on the date the option was sold (for covered call writing, the sale of an out-of-the-money option is not considered for purposes of the 60 day trading prohibition). Please note that this would not apply to covered calls on BNY Mellon stock as option trades of Company stock are prohibited. |
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Put Options
| If an employee buys a put option, the employee is considered to have sold the underlying security on the date the option was purchased. |
| If an employee sells a put option, the employee is considered to have bought the underlying security on the date the option was sold. |
Preclearance Compliance Officer
A person designated by the Ethics Office and/or the Investment Ethics Council to administer, among other things, employees preclearance requests for a specific business (for purposes of this policy, the term Compliance Officer and Preclearance Compliance Officer are used interchangeably).
Pre-Release Earnings Group (PREG)
The Pre-Release Earnings Group consists of all members of the Companys Operating Committee and any individual determined by the Companys Corporate Finance Department to be a member of the group.
Private Placement
An offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships, certain cooperative investments in real estate, co-mingled investment vehicles such as hedge funds, investments in privately-held and family owned businesses and Volcker Covered Funds. For the purpose of this policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.
Proprietary Fund
An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. The Proprietary Funds listing can be found on MySource on the Compliance and Ethics homepage or it can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com .
Scalping
The purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by you or the company.
Security
Any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, collateral trust certificates, and certificates of deposit. It also includes security-based swaps and many types of puts, calls, straddles and options on any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. It does not include currencies. Unless expressly exempt, all securities transactions are covered under the provisions of this policy (See exempt securities).
Self-Directed Accounts
An account established as part of the company 401(k) plan that offers employees the opportunity to build and manage their own investment portfolio through the purchase and sale of a broad variety of Exchange Traded Funds, Proprietary Funds, and non-Proprietary Funds.
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Service Employee
A classification of employees who are not employees in the Asset Management or Wealth Management businesses, but in the normal conduct of their job responsibilities have access to post-trade information, including security transactions and portfolio holdings information. Employees in this classification may include, but are not limited to, Compliance, Audit, and Technology personnel.
Short Sale
The sale of a security that is not owned by the seller at the time of the trade.
Spread Betting
A type of speculation that involves taking a bet on the price movement of a security. A spread betting company quotes two prices, the bid and offer price (also, called the spread), and investors bet whether the price of the underlying security will be lower than the bid or higher than the offer. The investor does not own the underlying security in spread betting, they simply speculate on the price movement of the stock.
Tender Offer
An offer to purchase some or all shareholders shares in a corporation. The price offered is usually at a premium to the market price.
Volcker Covered Fund
| Any issuer that would be an investment company under the Investment Company Act of 1940 (the Act) that avoids mutual fund registration under Sections 3(c)(1) or 3(c)(7) of the Act because securities are offered privately and are owned either (i) by 100 persons or fewer or (ii) by qualified purchasers. If a fund relies on another exemption from the Act, it is not a covered fund. |
| Foreign equivalent of the above. |
| Commodity pool for qualified investors. |
The list of Volcker Covered Funds can be found at the Volcker Compliance site on MySource.
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COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA ETF TRUST
COLUMBIA ETF TRUST I
(each a Registrant)
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Joseph L. DAlessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Scott R. Plummer, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an Attorney-in-Fact) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigneds capacity as Chief Financial Officer (Principal Financial Officer) and Chief Accounting Officer (Principal Accounting Officer) of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the Acts) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (SEC) in respect thereof, in connection with the filing and effectiveness of each Registrants Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office(s) of a Registrant.
Dated: May 23, 2016
/s/ Michael G. Clarke |
Michael G. Clarke |