Columbia Funds Variable Series Trust II (Form: POS EX, Received: 05/20/2019 12:43:59)

As filed with the Securities and Exchange Commission on May 20, 2019.

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*		☒
		Pre-Effective Amendment No.		☐
		Post-Effective Amendment No. 70		☒

and/or

REGISTRATION STATEMENT

UNDER


		*THE INVESTMENT COMPANY ACT OF 1940*		☒
		Amendment No. 71		☒

(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 Offices) (Zip Code)

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

Christopher O. Petersen, Esq.

c/o Columbia Management Investment Advisers, LLC

225 Franklin Street

Boston, Massachusetts 02110

Ryan C. Larrenaga, Esq.

c/o Columbia Management Investment Advisers, LLC

225 Franklin Street

Boston, Massachusetts 02110

(Name and Address of Agents 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 CTIVP ^® - William Blair International Leaders Fund (formerly known as CTIVP ^® - Oppenheimer International Growth Fund), Variable Portfolio – Partners Core Equity Fund (formerly known as CTIVP ^® - MFS ^® Blended Research Core Equity Fund) and Variable Portfolio – Partners Small Cap Growth Fund.

EXPLANATORY NOTE

This Post-Effective Amendment No. 70 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. 70 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. 70 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 70 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.

(a)(17)		Amendment No. 17 to the Agreement and Declaration of Trust effective November 14, 2016, is incorporated by reference to Post-Effective Amendment No. 54 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(17)), filed on February 17, 2017.

(a)(18)		Amendment No. 18 to the Agreement and Declaration of Trust effective April 21, 2017, is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(18)), filed on April 27, 2017.

(a)(19)		Amendment No. 19 to the Agreement and Declaration of Trust effective November 14, 2017, is incorporated by reference to Post-Effective Amendment No. 59 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(19)), filed on December 19, 2017.

(a)(20)		Amendment No. 20 to the Agreement and Declaration of Trust effective December 19, 2017, is incorporated by reference to Post-Effective Amendment No. 61 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(20)), filed on February 21, 2018.

(a)(21)		Amendment No. 21 to the Agreement and Declaration of Trust effective May 1, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(21)), filed on December 7, 2018.

(a)(22)		Amendment No. 22 to the Agreement and Declaration of Trust effective September 13, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(22)), filed on December 7, 2018.

(a)(23)		Amendment No. 23 to the Agreement and Declaration of Trust effective January 31, 2019, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(23)), filed on April 26, 2019.

(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)(1)(i)		Schedule A and Schedule B, effective July 1, 2018, to the Management Agreement (amended and restated), dated April 25, 2016, between Columbia Management Investment Advisers, LLC, the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II, are incorporated by reference to Post-Effective Amendment No. 176 to Registration Statement No. 333-89661 of Columbia Funds Series Trust on Form N-1A (Exhibit (d)(1)(i), filed on July 26, 2018.

(d)(2)		Management Agreement, dated November 15, 2017, between Columbia Management Investment Advisers, LLC, the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II, is incorporated by reference to Post-Effective Amendment No. 59 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(2)), filed on December 19, 2017.

(d)(2)(i)		Schedule A and Schedule B, effective February 2, 2018, to the Management Agreement between Columbia Management Investment Advisers, LLC, the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II, effective November 15, 2017, are incorporated by reference to Post-Effective Amendment No. 175 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (d)(2)(i)), filed on February 16, 2018.

(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)(4)(i)		Amendment No. 1, as of September 20, 2017, to the 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. 59 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(4)(i)), filed on December 19, 2017.

(d)(5)		Subadvisory Agreement, dated March 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC, is incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on April 27, 2018.

(d)(6)(i)		Amended and Restated Subadvisory Agreement, dated April 26, 2018, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc., is incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(6)(i)), filed on April 27, 2018.

(d)(6)(ii)		Sub-Subadvisory Agreement, dated April 26, 2018, between BlackRock Financial Management, Inc. and BlackRock International Limited, is incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(6)(ii)), filed on April 27, 2018.

(d)(7)		Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp., is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on April 27, 2017.

(d)(7)(i)		Amendment No. 1, as of August 2, 2018, to the Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp. is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(7)(i)), filed on December 7, 2018.



(d)(8)		Subadvisory Agreement, dated January 2, 2018, between Columbia Management Investment Advisers, LLC and CenterSquare Investment Management LLC, is incorporated by reference to Post-Effective Amendment No. 61 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on February 21, 2018.

(d)(9)		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)(10)		Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013 (Amendment No. 1), 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)(i)		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)(10)(ii)		Amendment No. 3, as of January 30, 2019, to the Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013 and June 5, 2014, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)(ii)), filed on April 26, 2019.

(d)(11)		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)(11)(i)		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)(11)(ii)		Amendment No. 2, as of April 21, 2017, to the Subadvisory Agreement, dated April 8, 2010, as amended June 17, 2014, 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. 57 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on September 18, 2017.

(d)(11)(iii)		Amendment No. 3, as of June 28, 2018, to the Subadvisory Agreement, dated April 8, 2010, as amended June 17, 2014 and April 21, 2017, 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. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(11)(iii)), filed on December 7, 2018.

(d)(12)		Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Jacobs Levy Equity Management, Inc., is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on April 27, 2017.



(d)(12)(i)		Amendment No. 1, as of July 13, 2018, to the Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Jacobs Levy Equity Management, Inc. is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(12)(i)), filed on December 7, 2018.

(d)(12)(ii)		Amendment No. 2, as of March 19, 2019, to the Subadvisory Agreement, dated February 15, 2017, as amended July 13, 2018, between Columbia Management Investment Advisers, LLC and Jacobs Levy Equity Management, Inc., is filed electronically herewith as Exhibit (d)(12)(ii) to Post-Effective Amendment No. 70 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(d)(13)		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)(13)(i)		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)(14)		Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc., is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on April 27, 2017.

(d)(14)(i)		Amendment No. 1, as of May 31, 2018, to the Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc. is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(15)(i)), filed on December 7, 2018.

(d)(15)		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)(15)(i)		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)(15)(ii)		Amendment No. 2, as of September 20, 2017, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016, between Columbia Management Investment Advisers, LLC and Massachusetts Financial Services Company, is incorporated by reference to Post-Effective Amendment No. 59 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(17)(ii)), filed on December 19, 2017.

(d)(16)		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)(16)(i)		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)(16)(ii)		Amendment No. 2, as of March 27, 2018, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016, between Columbia Management Investment Advisers, LLC and Morgan Stanley Investment Management, Inc. is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(17)(ii)), filed on December 7, 2018.

(d)(17)		Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Nuveen Asset Management, LLC, is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(26)), filed on April 27, 2017.

(d)(17)(i)		Amendment No. 1, dated May 31, 2018 to the Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Nuveen Asset Management, LLC is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(18)(i)), filed on December 7, 2018.

(d)(18)		Subadvisory Agreement, dated April 18, 2019, between Columbia Management Investment Advisers, LLC and Scout Investments, Inc., is filed electronically herewith as Exhibit (d)(18) to Post-Effective Amendment No. 70 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(d)(19)		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)(19)(i)		Amendment No. 1, dated March 13, 2018, to the 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. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(21)(i)), filed on December 7, 2018.

(d)(20)		Subadvisory Agreement, dated September 14, 2016, between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc., is incorporated by reference to Post-Effective Amendment No. 53 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on November 14, 2016.

(d)(20)(i)		Amendment No. 1, dated July 24, 2018, to the Subadvisory Agreement, dated September 14, 2016, between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(22)(i)), filed on December 7, 2018.

(d)(20)(ii)		Amendment No. 2, dated November 9, 2018, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018, between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(22)(ii)), filed on December 7, 2018.

(d)(20)(iii)		Amendment No. 3, dated March 19, 2019, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018 and November 9, 2018 between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc., is filed electronically herewith as Exhibit (d)(20)(iii) to Post-Effective Amendment No. 70 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.



(d)(21)		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)(22)		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)(22)(i)		Amendment, as of November 1, 2018, to 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. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(24)(i)), filed on December 7, 2018.

(d)(23)		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)(24)		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)(24)(i)		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)(24)(ii)		Amendment No. 2, dated April 21, 2017, to the Subadvisory Agreement, dated April 8, 2010, as amended July 18, 2014, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated, is incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(35)), filed on September 18, 2017.

(d)(24)(iii)		Amendment No. 3, as of June 25, 2018, to the Subadvisory Agreement, dated April 8, 2010, as amended July 18, 2014 and April 21, 2017, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(26)(iii)), filed on December 7, 2018.

(d)(25)		Subadvisory Agreement, dated June 21, 2017, between Columbia Management Investment Advisers, LLC and Westfield Capital Management Company, L.P., is incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(36)), filed on September 18, 2017.

(d)(26)		Subadvisory Agreement, dated March 19, 2019, between Columbia Management Investment Advisers, LLC and William Blair Investment Management, LLC, is filed electronically herewith as Exhibit (d)(26) to Post-Effective Amendment No. 70 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)(1)(i)		Schedule I, effective May 1, 2018, 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. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (e)(1)(i)), filed on April 27, 2018.

(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 JPMorgan 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 JPMorgan 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 and Columbia Variable Portfolio – Overseas Core Fund (formerly known as Columbia Variable Portfolio – Select International Equity Fund)), dated March 6, 2018, to the Second Amended and Restated Master Global Custody Agreement with JPMorgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(3)), filed on April 27, 2018.

(g)(4)		Addendum (related to Columbia Variable Portfolio – Select Large Cap Equity Fund), dated November 8, 2017, to the Second Amended and Restated Master Global Custody Agreement with JPMorgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 59 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(4)), filed on December 19, 2017.

(h)(1)		Shareholder Services Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated July 1, 2017, is incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(1)), filed on September 18, 2017.

(h)(1)(i)		Schedule A, effective May 1, 2018, and Schedule B, effective July 1, 2017, to the Shareholder Services Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated July 1, 2017, are incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(1)(i)), filed on April 27, 2018.

(h)(2)		Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II, is incorporated by reference to Post-Effective Amendment No. 145 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(5)), filed on June 27, 2016.



(h)(2)(i)		Schedule A, effective May 1, 2018, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective July 1, 2016, by and among Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II, is incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(2)(i)), filed on April 27, 2018.

(h)(3)		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)(4)		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)(5)		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)(6)		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)(7)		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)(8)		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)(9)		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.

(h)(10)		Master InterFund Lending Agreement, dated May 1, 2018, is incorporated by reference to Post-Effective Amendment No. 179 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(11)), filed on May 25, 2018.

(h)(10)(i)		Schedule A and Schedule B, as of September 1, 2018, to Master InterFund Lending Agreement, dated May 1, 2018, are incorporated by reference to Post-Effective Amendment No. 186 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(8)(i)), filed on September 27, 2018.

(i)(1)		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.



(i)(2)		Opinion and consent of counsel as to the legality of the securities being registered for Columbia Variable Portfolio – Select Large Cap Equity Fund is incorporated by reference to Post-Effective Amendment No. 59 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (i)(2)), filed on December 19, 2017.

(j)		Consent 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 the 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)(1)(i)		Schedule A, effective May 1, 2018, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between the Registrant and Columbia Management Investment Distributors, Inc. is incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (m)(1)(i)), filed on April 27, 2018.

(n)		Rule 18f – 3(d) Plan, amended and restated September 14, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (n)), filed on December 7, 2018.

(o)		Reserved.

(p)(1)		Code of Ethics adopted under Rule 17j-1 for Registrant, effective March 2019, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(1)), filed on April 26, 2019.

(p)(2)		Ameriprise Global Asset Management Personal Trading Account Dealing and Code of Ethics Policy, effective December 2018, is incorporated by reference to Post-Effective Amendment No. 345 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(2)), filed on February 15, 2019.

(p)(3)		American Century Investment Management, Inc. Code of Ethics, updated March 29, 2019, is filed electronically herewith as Exhibit (p)(3) to Post-Effective Amendment No. 70 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(4)		AQR Capital Management, LLC Code of Ethics, as amended April 2019, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(3)), filed on April 25, 2019.

(p)(5)		BlackRock Financial Management, Inc. Code of Ethics, effective November 23, 2018, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(5)), filed on April 26, 2019.

(p)(6)		BMO Asset Management Corp. Code of Ethics, dated March 2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(9)), filed on April 25, 2019.

(p)(7)		CenterSquare Investment Management LLC Code of Ethics, effective January 2, 2018, is incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(7)), filed on April 27, 2018.



(p)(8)		Columbia Wanger Asset Management, LLC Code of Ethics, effective January 2, 2007, last amended February 12, 2018, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(8)), filed on April 26, 2019.

(p)(9)		Dimensional Fund Advisors, L.P. Code of Ethics, effective January 1, 2019, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(9)), filed on April 26, 2019.

(p)(10)		J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised January 30, 2019, is filed electronically herewith as Exhibit (p)(10) to Post-Effective Amendment No. 70 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(11)		Jacobs Levy Equity Management, Inc. Code of Ethics, dated January 1, 2016, is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(12)), filed on April 27, 2017.

(p)(12)		Loomis, Sayles & Company, L.P. Code of Ethics, effective January 14, 2000, as amended April 18, 2018, is incorporated by reference to Post-Effective Amendment No. 332 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(11)), filed on August 27, 2018.

(p)(13)		Los Angeles Capital Management and Equity Research, Inc. Code of Ethics, dated September 28, 2018, is incorporated by reference to Post-Effective Amendment No. 338 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(15)), filed on November 27, 2018.

(p)(14)		Massachusetts Financial Services Company Code of Ethics, effective February 1, 2019, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(14)), filed on April 26, 2019.

(p)(15)		Morgan Stanley Investment Management Inc. Code of Ethics, effective December 12, 2018, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(15)), filed on April 26, 2019.

(p)(16)		Nuveen Asset Management, LLC Code of Ethics, dated July 1, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(17)), filed on December 7, 2018.

(p)(16)(i)		Supplement, dated August 1, 2018, to Nuveen Asset Management, LLC Code of Ethics, dated July 1, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(17)(i)), filed on December 7, 2018.

(p)(17)		Scout Investments, Inc. Code of Ethics, effective June 2018, is filed electronically herewith as Exhibit (p)(17) to Post-Effective Amendment No. 70 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

(p)(18)		Segall Bryant & Hamill, LLC Code of Ethics, dated October 1, 2018, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(18)), filed on April 26, 2019.

(p)(19)		T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics, as of September 1, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(20)), filed on December 7, 2018.



(p)(20)		TCW Investment Management Company LLC Code of Ethics, dated October 24, 2018, is incorporated by reference to Post-Effective Amendment No. 347 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(5)), filed on February 27, 2019.

(p)(21)		Victory Capital Management Inc. Code of Ethics, effective July 1, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(22)), filed on December 7, 2018.

(p)(22)		Wells Capital Management Incorporated Code of Ethics, effective 2018, is incorporated by reference to Post-Effective Amendment No. 349 to Registration Statement No. 2-99356 of Columbia Funds Series Trust I on Form N-1A (Exhibit (p)(11)), filed on April 25, 2019.

(p)(23)		Westfield Capital Management Company, L.P. Code of Ethics, as of August 22, 2018, is incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(24)), filed on December 7, 2018.

(p)(24)		William Blair Investment Management, LLC Code of Ethics, as of July 31, 2018, is filed electronically herewith as Exhibit (p)(24) to Post-Effective Amendment No. 70 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 1, 2018, is incorporated by reference to Post-Effective Amendment No. 61 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(1), filed on February 21, 2018.

(q)(2)		Power of Attorney for Michael G. Clarke, dated May 23, 2016, is incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(3)), filed on June 1, 2016.

(q)(3)		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.

(q)(4)		Power of Attorney for Amy K. Johnson, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(4)), filed on April 27, 2017.

(q)(5)		Power of Attorney for Anthony P. Haugen, dated May 11, 2016, is incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(5)), filed on April 27, 2017.

(q)(6)		Power of Attorney for Joseph Beranek, dated February 1, 2019, is incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(6)), filed on April 26, 2019.

Item 29.

Persons Controlled by or Under Common Control with the Registrant

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

Item 30.

Indemnification

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

Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he 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.

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

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

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

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

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

Item 31.

Business and Other Connections of the Investment Adviser

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

(1)

Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.

(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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by American Century Investment Management, Inc. and is incorporated herein by reference. Information about the business of American Century Investment Management, Inc. and the directors and principal executive officers of American Century Investment Management, Inc. is also included in the Form ADV filed by American Century Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-8174), which is incorporated herein by reference.

(3)

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

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

(5)

BlackRock International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock International Limited is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by BlackRock International Limited and is incorporated herein by reference. Information about the business of BlackRock International Limited and the directors and principal executive officers of BlackRock International Limited is also included in the Form ADV filed by BlackRock International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-51087), which is incorporated herein by reference.

(6)

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

(7)

CenterSquare Investment Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of CenterSquare Investment Management LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by CenterSquare Investment Management LLC and is incorporated herein by reference. Information about the business of CenterSquare Investment Management LLC and the directors and principal executive officers of CenterSquare Investment Management LLC is also included in the Form ADV filed by CenterSquare Investment Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-111965), which is incorporated herein by reference.

(8)

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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Columbia Wanger Asset Management, LLC and is incorporated herein by reference. Information about the business of Columbia Wanger Asset Management, LLC and the directors and principal executive officers of Columbia Wanger Asset Management, LLC is also included in the Form ADV filed by Columbia Wanger Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41391), which is incorporated herein by reference.

(9)

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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Dimensional Fund Advisors, L.P. and is incorporated herein by reference. Information about the business of Dimensional Fund Advisors, L.P. and the directors and principal executive officers of Dimensional Fund Advisors, L.P. is also included in the Form ADV filed by Dimensional Fund Advisors, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16283), which is incorporated herein by reference.

(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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21011), which is incorporated herein by reference.

(11)

Jacobs Levy Equity Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Jacobs Levy Equity Management, Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Jacobs Levy Equity Management, Inc. and is incorporated herein by reference. Information about the business of Jacobs Levy Equity Management, Inc. and the directors and principal executive officers of Jacobs Levy Equity Management, Inc. is also included in the Form ADV filed by Jacobs Levy Equity Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-28257), which is incorporated herein by reference.

(12)

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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Loomis, Sayles & Company, L.P. and is incorporated herein by reference. Information about the business of Loomis, Sayles & Company, L.P. and the directors and principal executive officers of Loomis, Sayles & Company, L.P.is also included in the Form ADV filed by Loomis, Sayles & Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-170), which is incorporated herein by reference.

(13)

Los Angeles Capital Management and Equity Research, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Los Angeles Capital Management and Equity Research, Inc. and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s portfolio(s) subadvised by Los Angeles Capital Management and Equity Research, Inc. and is incorporated herein by reference. Information about the business of Los Angeles Capital Management and Equity Research, Inc. and the directors and principal executive officers of Los Angeles Capital Management and Equity Research, Inc. is also included in the Form ADV filed by Los Angeles Capital Management and Equity Research, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60934), 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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts Financial Services Company and the directors and principal executive officers of Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-17352), which is incorporated herein by reference.

(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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Morgan Stanley Investment Management Inc. and is incorporated herein by reference. Information about the business of Morgan Stanley Investment Management Inc. and the directors and principal executive officers of Morgan Stanley Investment Management Inc. is also included in the Form ADV filed by Morgan Stanley Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15757), which is incorporated herein by reference.

(16)

Nuveen Asset Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Nuveen Asset Management, LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Nuveen Asset Management, LLC and is incorporated herein by reference. Information about the business of Nuveen Asset Management, LLC and the directors and principal executive officers of Nuveen Asset Management, LLC is also included in the Form ADV filed by Nuveen Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-71957), which is incorporated herein by reference.

(17)

Scout Investments, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Scout Investments, Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Scout Investments, Inc. and is incorporated herein by reference. Information about the business of Scout Investments, Inc. and the directors and principal executive officers of Scout Investments, Inc. is also included in the Form ADV filed by Scout Investments, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60188), which is incorporated herein by reference.

(18)

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

(19)

T. Rowe Price Associates, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of T. Rowe Price Associates, Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by T. Rowe Price Associates, Inc. and is incorporated herein by reference. Information about the business of T. Rowe Price Associates, Inc. and the directors and principal executive officers of T. Rowe Price Associates, Inc. is also included in the Form ADV filed by T. Rowe Price Associates, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-856), which is incorporated herein by reference.

(20)

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

(21)

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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63196), which is incorporated herein by reference.

(22)

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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Victory Capital Management Inc. and is incorporated herein by reference. Information about the business of Victory Capital Management Inc. and the directors and principal executive officers of Victory Capital Management Inc. is also included in the Form ADV filed by Victory Capital Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46878), which is incorporated herein by reference.

(23)

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 Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Wells Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management Incorporated and the directors and principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21122), which is incorporated herein by reference.

(24)

Westfield Capital Management Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Westfield Capital Management Company, L.P. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Westfield Capital Management Company, L.P. and is incorporated herein by reference. Information about the business of Westfield Capital Management Company, L.P. and the directors and principal executive officers of Westfield Capital Management Company, L.P. is also included in the Form ADV filed by Westfield Capital Management Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-69413), which is incorporated herein by reference.

(25)

William Blair Investment Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of William Blair Investment Management, LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by William Blair Investment Management, LLC and is incorporated herein by reference. Information about the business of William Blair Investment Management, LLC and the directors and principal executive officers of William Blair Investment Management, LLC is also included in the Form ADV filed by William Blair Investment Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-80640), 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 and Wanger Advisors Trust.

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


Name and Principal Business Address*	Position and Offices with Principal Underwriter	Positions and Offices with Registrant
William F. Truscott	Chief Executive Officer	Board Member, Senior Vice President

Scott E. Couto	President	None

Jeffrey J. Scherman	Chief Financial Officer	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

James Bumpus	Vice President – National Sales Manager	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 Head of U.S. Marketing	None

Daniel J. Beckman	Vice President and Head of U.S. Retail Product	None

Marc Zeitoun	Vice President, Head of Strategic Beta and Head of Private Client Accounts	None

Thomas R. Moore	Secretary	None

Paul B. Goucher	Vice President and Assistant Secretary	Senior Vice President and Assistant Secretary

Amy L. Hackbarth	Vice President and Assistant Secretary	None

Mark D. Kaplan	Vice President and Assistant Secretary	None

Nancy W. LeDonne	Vice President and Assistant Secretary	None

Ryan C. Larrenaga	Vice President and Assistant Secretary	Senior Vice President, Chief Legal Officer and Secretary

Joseph L. D’Alessandro	Vice President and Assistant Secretary	Assistant Secretary

Christopher O. Petersen	Vice President and Assistant Secretary	President and Principal Executive Officer

James E. Brefeld, Jr.	Treasurer	None

Michael Tempesta	Anti-Money Laundering Officer and Identity Theft Prevention Officer	None

Kevin Wasp	Ombudsman	None

Kristin Weisser	Conflicts Officer	None

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

Item 33.

Location of Accounts and Records

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:

•

Registrant, 225 Franklin Street, Boston, MA 02110;

•

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

•

Registrant’s subadviser, American Century Investment Management, Inc., 4500 Main Street, Kansas City, MO 64111-7709;

•

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

•

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

•

Registrant’s sub-subadviser, BlackRock International Limited, Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, Scotland;

•

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

•

Registrant’s subadviser, CenterSquare Investment Management LLC, 630 W Germantown Pike, Suite 300, Plymouth Meeting, PA 19462;

•

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

•

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

•

Registrant’s subadviser, J.P. Morgan Investment Management Inc., 383 Madison Avenue, New York, NY 10179;

•

Registrant’s subadviser, Jacobs Levy Equity Management, Inc., 100 Campus Drive, 2 ^nd Floor West, Florham Park, NJ 07932-0650;

•

Registrant’s subadviser, Loomis, Sayles & Company, L.P., One Financial Center, Boston, MA 02111-2621;

•

Registrant’s subadviser, Los Angeles Capital Management and Equity Research, Inc., 11150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025;

•

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

•

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

•

Registrant’s subadviser, Nuveen Asset Management, LLC, 333 West Wacker Drive, Chicago, IL 60606;

•

Registrant’s subadviser, Scout Investments, Inc., 928 Grand Blvd, Kansas City, MO 64106;

•

Registrant’s subadviser, Segall Bryant & Hamill, LLC, 540 West Madison Street, Suite 1900, Chicago, IL 60661-2551;

•

Registrant’s subadviser, T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202;

•

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

•

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

•

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

•

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

•

Registrant’s subadviser, Westfield Capital Management Company, L.P., One Financial Center, Boston, MA 02111;

•

Registrant’s subadviser, William Blair Investment Management, LLC, 150 North Riverside Plaza, Chicago, IL, 60606;

•

Former subadviser, Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31 ^st Floor, Dallas, TX 75201-2761;

•

Former subadviser, Davis Selected Advisers, L.P., 2949 East Elvira Road, Suite 101, Tucson, AZ 85756;

•

Former subadviser, Denver Investment Advisors LLC, 370 17 ^th Street, Suite 5000, Denver, CO 80202 (merged into Segall Bryant & Hamill, LLC, 540 West Madison Street, Suite 1900, Chicago, IL 60661-2551);

•

Former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110;

•

Former subadviser, FIAM LLC (d/b/a Pyramis Global Advisors), 900 Salem Street, Smithfield, RI 02917;

•

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

•

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

•

Former subadviser, Holland Capital Management LLC, 303 W. Madison Street, Suite 700, Chicago, IL 60606;

•

Former subadviser, Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, GA 30309;

•

Former subadviser, Jennison Associates LLC, 466 Lexington Avenue, New York, NY 10017;

•

Former subadviser, Kennedy Capital Management, Inc., 10829 Olive Boulevard, Suite 100, St. Louis, MO 63141;

•

Former subadviser, The London Company of Virginia, 1801 Bayberry Court, Suite 301, Richmond, VA 23226;

•

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

•

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

•

Former subadviser, NFJ Investment Group LLC, 2100 Ross Avenue, Suite 700, Dallas, TX 75201 (merged into Allianz Global Investors U.S. LLC, 2100 Ross Avenue, Suite 700, Dallas, TX 75201);

•

Former subadviser, OppenheimerFunds, Inc. 225 Liberty Street, New York, NY 10281;

•

Former subadviser, Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, CA 92660;

•

Former subadviser, Palisade Capital Management, L.L.C., One Bridge Plaza North, Suite 695, Fort Lee, NJ 07024;

•

Former subadviser, River Road Asset Management, LLC, 462 South Fourth Street, Suite 2000, Louisville, KY 40202-3466;

•

Former subadviser, Sit Investment Associates, Inc., 3300 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402;

•

Former subadviser, Snow Capital Management L.P., 2000 Georgetowne Drive, Suite 200, Sewickley, PA 15143-8992;

•

Former subadviser, Turner Investments, L.P., 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312 (merged into Turner Investments LLC, 1000 Chesterbrook Boulevard, 1 ^st Floor, Berwyn, PA 19312-2414);

•

Former subadviser, Winslow Capital Management, LLC, 4400 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402;

•

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

•

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

•

Registrant’s sub-transfer agent, DST Asset Manager Services, 2000 Crown Colony Dr., Quincy, MA; and

•

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

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

Certain information on the above-referenced physical possession of accounts, books and other documents is also included in the Registrant’s filing on Form N-CEN filed with the Securities and Exchange Commission on March 15, 2019.

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 Minneapolis, and the State of Minnesota on the 20 ^th day of May, 2019.


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 20 ^th day of May, 2019.


Signature	Capacity	Signature	Capacity

/s/ Christopher O. Petersen Christopher O. Petersen	President (Principal Executive Officer)	/s/ Brian J. Gallagher* Brian J. Gallagher	Trustee

/s/ Michael G. Clarke* Michael G. Clarke	Chief Financial Officer (Principal Financial Officer) and Senior Vice President	/s/ Catherine James Paglia* Catherine James Paglia	Trustee

/s/ Joseph Beranek* Joseph Beranek	Treasurer and Chief Accounting Officer (Principal Accounting Officer)	/s/ Anthony M. Santomero* Anthony M. Santomero	Trustee

/s/ Edward J. Boudreau, Jr.* Edward J. Boudreau, Jr.	Chair of the Board	/s/ Minor M. Shaw* Minor M. Shaw	Trustee

/s/ George S. Batejan* George S. Batejan	Trustee	/s/ William F. Truscott* William F. Truscott	Trustee

/s/ Kathleen A. Blatz* Kathleen A. Blatz	Trustee	/s/ Sandra Yeager* Sandra Yeager	Trustee

/s/ Pamela G. Carlton* Pamela G. Carlton	Trustee

/s/ Patricia M. Flynn* Patricia M. Flynn	Trustee


*		By:		/s/ Joseph D’Alessandro


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

Executed by Joseph D’Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated May 23, 2016 and incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(3)), filed with the Commission on June 1, 2016, on behalf of Joseph Beranek pursuant to a Power of Attorney, dated February 1, 2019 and incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(6)), filed with the Commission on April 26, 2019, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 1, 2018 and incorporated by reference to Post-Effective Amendment No. 61 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(1)), filed with the Commission on February 21, 2018.

Exhibit Index


(d)(12)(ii)		Amendment No. 2, as of March 19, 2019, to the Subadvisory Agreement, dated February 15, 2017, as amended July 13, 2018, between Columbia Management Investment Advisers, LLC and Jacobs Levy Equity Management, Inc.

(d)(18)		Subadvisory Agreement, dated April 18, 2019, between Columbia Management Investment Advisers, LLC and Scout Investments, Inc.

(d)(20)(iii)		Amendment No. 3, dated March 19, 2019, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018 and November 9, 2018 between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc.

(d)(26)		Subadvisory Agreement, dated March 19, 2019, between Columbia Management Investment Advisers, LLC and William Blair Investment Management, LLC.

(p)(3)		American Century Investment Management, Inc. Code of Ethics, updated March 29, 2019.

(p)(10)		J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised January 30, 2019.

(p)(17)		Scout Investments, Inc. Code of Ethics, effective June 2018.

(p)(24)		William Blair Investment Management, LLC Code of Ethics, as of July 31, 2018.

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

This Amendment No. 2 (the “Amendment”), made and entered into as of March 19, 2019, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Jacobs Levy Equity Management, Inc., a New Jersey corporation (“Subadviser”), dated February 15, 2017, as amended July 13, 2018 (the “Agreement”).

WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional mutual fund, Variable Portfolio – Partners Core Equity Fund, and Subadviser is willing to render such investment advisory services; and

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective May 20, 2019, Variable Portfolio – Partners Core Equity Fund as a “Fund” covered by the Agreement.

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

Inclusion of Additional Fund . All references to the “Fund” in the Agreement shall mean, and it hereby does mean, each “Fund” identified on the amended Schedule A attached to this Amendment.

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

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

“(vi)

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

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

“Unless sooner terminated as provided herein, this Agreement, with respect to each Fund identified on Schedule A (as amended from time to time), shall continue from the date of its execution only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act and if applicable, any guidance provided or relief granted by the SEC. Thereafter, if not terminated with respect to a Fund, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. If such approval is not granted for any Fund for any 12-month period, the Investment Manager shall notify the Subadviser, and this Agreement, with respect to any such Fund, shall terminate upon the effective date stated in the notice, which shall be no earlier than the date of receipt by the Subadviser of such notice.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

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


Columbia Management Investment Advisers, LLC		Jacobs Levy Equity Management, Inc.

By:	/s/ David Weiss	By:	/s/ Kenneth N. Levy
	Signature		Signature

Name:	David Weiss	Name:	Kenneth N. Levy
	Printed		Printed

Title:	Assistant Secretary	Title:	Vice President

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

SCHEDULE A AS OF MARCH 20, 2019


[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 18 ^th day of April, 2019 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Scout Investments, Inc., a Missouri corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager entered into a Management 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 May 20, 2019.

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

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s 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 Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, 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 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, although Investment Manager may consult with Subadviser from time to time regarding the filing of claims in class action settlements.

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(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) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; 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 with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s 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 Subadviser’s 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 Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. 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.

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(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 affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s 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 Subadviser’s 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 Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.

(vi)

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

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(b)

Compliance Program and Ongoing Certification(s). As reasonably requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s 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 Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s 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 Subadviser’s 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 Subadviser’s 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 Subadviser’s 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 Manager’s 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 Subadviser’s 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 Fund’s 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.

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(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) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

(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 Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s 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 Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s 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 disclosing party provides (to the extent permitted under applicable law) the non-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; (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 Subadviser’s current client list. Such list may be used with third parties.

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(f)

Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s 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.

Investment Manager’s 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 Subadviser’s 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 affiliates 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 Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

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 regarding changes to Subadviser, its services to the Fund or investment policies and strategies, if any. Notwithstanding any provision to the contrary contained in this Agreement, the Subadviser will not be bound to follow any material change in the investment policies, restrictions or procedures of the Fund or any amendment or Supplement to the Prospectus or SAI, (i) until Subadviser has received written notice of any such change from the Investment Manager or the Board, (ii) until it has been given a reasonable amount of time to implement such change, and (iii) if such change would cause the Subadviser to breach any legal, tax or regulatory requirements applicable to the Subadviser.

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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 determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates 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.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s 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 Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund deems to require 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 (except changes to the investment strategy, objectives or policies of the Fund that Investment Manager may require and that are agreed to by Subadviser or that Investment Manager and Subadviser mutually agree to, including but not limited to, the introduction of new investment instruments, but not as to investment process (i.e., buy/sell discipline)), 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. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

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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; (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, (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.

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(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 Subadviser’s 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 a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC.

(d)

Subadviser will promptly notify Investment Manager of any changes in the 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; 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

9 | Page

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 Subadviser’s 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 Fund’s 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.

8.	Liability and Indemnification .

(a)

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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 based on (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. 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 action or omission 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)

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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 based on (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.

(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 as soon as practicable after 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.

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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 defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(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 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 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.

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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.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s 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, SAI’s, 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:

C. Michael Edwards

President

Scout Investments, Inc.

1201 Walnut Street, Suite 2110

Kansas City, MO 64106

Tel: (816) 391-4168

Fax: (816) 842-1027

with a copy to:

Jessica Luvaas

Director of Operations

Scout Investments, Inc.

1201 Walnut Street, Suite 2110

Kansas City, MO 64106

Tel: (816) 391-4162

Fax: (816) 842-1027

In the case of Investment Manager:

14 | Page

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 Fund’s shareholders to the extent required by the 1940 Act.

14.

Assignment . No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). 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 may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

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provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state of federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

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.

21.

16 | Page

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.

17 | Page

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		Scout Investments, Inc.

By:	/s/ David Weiss	By:	/s/ C. Michael Edwards
	Signature		Signature

Name:	David Weiss	Name:	C. Michael Edwards
	Printed		Printed

Title:	Assistant Secretary	Title:	President

18 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

19 | Page

AMENDMENT NO. 3

TO THE SUBADVISORY AGREEMENT

This Amendment No. 3 (the “Amendment”), made and entered into as of March 19, 2019, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Subadviser”), dated September 14, 2016, as amended July 24, 2018 and November 9, 2018 (the “Agreement”).

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

Inclusion of additional Fund . All references to the “Fund” in the Agreement shall mean, and it hereby does mean, each “Fund” identified on the amended Schedule A attached to this Amendment.

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

Portfolio Management . Section 1(a)iii of the Agreement shall be, and hereby is, deleted and replaced with the following:

(iv)

Portfolio Management . Section 1(a)iv of the Agreement shall be, and hereby is, deleted and replaced with the following:

(v)

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

(vi)

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

Duration and Termination . Section 10(a) shall be, and hereby is, deleted and replaced with the following:

Unless sooner terminated as provided herein, this Agreement, with respect to each Fund identified on Schedule A (as amended from time to time), shall continue from the date of its execution only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act and, if applicable, any guidance provided or relief granted by the SEC. Thereafter, if not terminated with respect to a Fund, this Agreement shall continue automatically for successive periods of

12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

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


Columbia Management Investment Advisers, LLC		T. Rowe Price Associates, Inc.

By:	/s/ David Weiss	By:	/s/ Terence Baptiste
	Signature		Signature

Name:	David Weiss	Name:	Terence Baptiste
	Printed		Printed

Title:	Assistant Secretary	Title:	Vice President

AMENDMENT NO. 3

TO THE SUBADVISORY AGREEMENT

SCHEDULE A AS OF MARCH 20, 2019


[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 19 ^th day of March, 2019 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and William Blair Investment Management, LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager entered into a Management 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 May 20, 2019.

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

1.	Subadviser’s Duties .

(a)

(i)

1 | Page

(ii)

(iii)

Portfolio Transactions .

(A)

2 | Page

(B)

(C)

(iv)

(v)

(vi)

3 | Page

would cause the Subadviser Account, treated as a separate fund, to be out of compliance with the Fund’s investment objectives, policies and restrictions. Subadviser shall not consult with any other subadviser of a Fund concerning transactions for the Fund in securities or other assets.

(b)

Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s 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 Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s 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 Subadviser’s 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 Subadviser’s 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 Subadviser’s 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 Manager’s 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)

4 | Page

(d)

(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 any financial information with respect to the business operations of one party provided to the other party and 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 Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s 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 Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s 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 disclosing party provides (to the extent permitted under applicable law) the non-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; (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 Subadviser’s current client list. Such list may be used with third parties.

5 | Page

(f)

6 | Page

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.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s 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 Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund deems to require 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. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

7 | Page

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

(b)

8 | Page

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)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

9 | Page

(b)

(c)

(d)

(e)

The Board has approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

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 based on (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,

10 | Page

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. 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. 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 based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of

11 | Page

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.

(c)

9.	Duration and Termination .

(a)

12 | Page

(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 representations and warranties set forth in this Agreement, if such breach has not been cured within 30 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 30 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

10.

Subadviser’s 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 Subadviser’s 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.

13 | Page

11.

12.

In the case of Subadviser:

Doug Kryscio

Head of North America Client Service

150 Riverside Plaza

Chicago, IL 60606

Tel: 312-364-8458

Email: dkryscio@williamblair.com

with a copy to:

Robert Toner

Chief Legal Counsel—IM

150 North Riverside Plaza

Chicago, IL 60606

Tel: 312-364-8895

Email: btoner@williamblair.com

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

14 | Page

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 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 Fund’s shareholders to the extent required by the 1940 Act.

14.

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

15 | Page

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.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

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.

16 | Page

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		William Blair Investment Management, LLC

By:	/s/ David Weiss	By:	/s/ Doug Kryscio
	Signature		Signature

Name:	David Weiss	Name:	Doug Kryscio
	Printed		Printed

Title:	Assistant Secretary	Title:	Partner

17 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

18 | Page

LOGO

Snapshot of the Policy

The Code of Ethics is a comprehensive policy which provides the standards for personal investing by American Century Investments (ACI) employees. Each employee has a Code of Ethics classification based on their job responsibilities and the ability to access nonpublic information about ACI client portfolios’ security holdings and trading activities. The restrictions on personal investing contained in the Code vary by classification. The Code of Ethics also applies to accounts and securities that ACI employees beneficially own (i.e. owned by immediate family sharing your household, your domestic partner, or those you have power of attorney over, etc.).

It is important that you understand the Code and the restrictions on investing in personal securities and reportable mutual funds. This page contains a summary of the Code requirements. Please review the full text of the Code to fully understand your responsibilities. Contact Compliance if you have questions about the policy and how it applies to your situation. The Code of Ethics system (http://coe/) is the primary tool for performing your duties under the Code. All reporting and preclearance is performed in the Code of Ethics system.

Requirements for All Employees

Non-Access Persons, Access Persons, Investment Persons, and Portfolio Persons must

•

Place our client’s interest first

•

Comply with federal securities laws

•

Report violations to Compliance

•

Acknowledge that you have read and understand the Code of Ethics

•

Disclose reportable brokerage accounts and reportable mutual fund accounts

•

Transfer reportable brokerage accounts to a broker that provides electronic trade confirmations (See Schedule C).

•

Comply with short-term trading restrictions for ACI client portfolios.

•

Obtain written approval to enter into an arrangement or agreement that could create a conflict of interest with ACI activities (i.e. serving on the board of directors of a publicly traded company).

Requirements for Access Persons, Investment and Portfolio Persons

Access Persons, Investment Persons, Portfolio Persons must

•

Disclose holdings within 10 days of designation and annually, thereafter

•

Disclose personal security transactions on a quarterly basis

•

Disclose conflicts of interest annually

•

Obtain approval (preclearance) to trade in reportable securities

Trading Prohibitions

•

Investment Persons and Portfolio Persons cannot participate in an Initial Public Offering.

•

Investment Persons and Portfolio Persons cannot profit on short-term reportable security trades within 60 calendar days.

•

Portfolio Persons cannot trade within seven days before and after transactions of a fund you manage.

•

Portfolio Persons cannot sell a security which is held by your assigned fund or buy a security held as a short position in your assigned funds.


Policy updated: March 29, 2019		1

LOGO

Table of Contents


Snapshot of the Policy		1
Requirements for All Employees		1
Requirements for Access Persons, Investment and Portfolio Persons		1
Trading Prohibitions		1
Purpose of Code		3
Why Do We Have a Code of Ethics?		3
Does the Code of Ethics Apply to You?		4
Restrictions on Personal Investing Activities		5
Reporting Requirements		9
Can there be any exceptions to the restrictions?		14
Confidential Information		16
Conflicts of Interest		16
What happens if you violate the rules in the Code of Ethics?		16
ACI’s Quarterly Report to Fund Directors/Trustees		18
APPENDIX 1: DEFINITIONS		19
APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?		24
APPENDIX 3: CODE-EXEMPT SECURITIES		29
APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS		30
SCHEDULE A: BOARD APPROVAL DATES		33
SCHEDULE B: SUBADVISED FUNDS		34
SCHEDULE C: APPROVED ELECTRONIC BROKERS		36


Policy updated: March 29, 2019		2

LOGO

Purpose of Code

The Code of Ethics guides the personal investment activities of American Century Investments (ACI) employees (including full and part-time employees, contract and temporary employees, officers and directors), and members of their immediate family. ¹ The Code of Ethics aids in the elimination and detection of personal securities transactions by employees that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Such transactions may include:

•

the misuse of client trading information for personal benefit (including so-called “front-running”),

•

the misappropriation of investment opportunities that may be appropriate for client portfolios,

•

and excessive personal trading that may affect our ability to provide services to our clients. Violations of this Code must be promptly reported to the Chief Compliance Officer.

Why Do We Have a Code of Ethics?

A.	Investors have placed their trust in ACI

As an investment adviser, ACI is entrusted with the assets of our clients for investment purposes. Our employees’ personal trading activities and the administration of the Code are governed by these general fiduciary principles:

•

The interests of our clients must be placed before our own.

•

Any personal securities transactions must be conducted consistent with this Code and in a manner as to avoid even the appearance of a conflict of interest.

Complying with these principles is how we earn and keep our clients’ trust. To protect this trust, we will hold ourselves to the highest ethical standards.

B.	ACI wants to give you flexible investing options

Management believes that ACI’s own mutual funds and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage ACI employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.

Our employees are able to undertake personal transactions in stocks and other individual securities subject to the terms of this Code. All employees are required to report their personal security transactions in their own and in beneficially owned securities under this Code. Additionally, Portfolio, Investment and Access Persons are required to receive preclearance of transactions and further limitations are placed on the transactions of Portfolio and Investment Persons.

¹	The directors or trustees of Fund Clients who are not “interested persons” (the “Independent Directors”) are covered under a separate Code applicable only to them.


Policy updated: March 29, 2019		3

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C.	Federal law requires that we have a Code of Ethics

The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics. ²

Does the Code of Ethics Apply to You?

Yes! All ACI employees and contract personnel must observe the principles contained in this Code of Ethics. This Code applies to your personal investments, as well as those for which you are a beneficial owner. However, there are different requirements for different categories of employees. The category in which you have been placed generally depends on your job function, although circumstances may prompt us to place you in a different category. The range of categories is as follows:


*Fewest Restrictions*			*Most Restrictions*
Non-Access	Access	Investment	Portfolio

The standard profile for each of the categories is described below:

A.	Portfolio Persons

Portfolio Persons include portfolio managers and equity investment analysts and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of client portfolios.

B.	Investment Persons

Investment Persons include:

•

Any supervised persons that have access to nonpublic information regarding any client portfolio’s securities trading, securities recommendations, or portfolio holdings or are involved in making securities recommendations that are nonpublic; and

•

Any officers and directors of an investment adviser.

C.	Access Persons

Access Persons are persons who, in connection with their regular function and duties, consistently obtain information regarding current purchase and sale recommendations and daily transaction and holdings information concerning client portfolios. Examples of persons that may be considered Access Persons include:

•

Persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment operations personnel);

²	Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in this Code of Ethics.


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•

Persons whose function requires them to evaluate trading activity on a real-time basis (e.g. attorneys, accountants, portfolio compliance personnel);

•

Persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel, including contractors);

•

Support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties; and

•

An officer or “interested” director of our Fund Clients.

Single, infrequent, or inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access may not be sufficient to qualify you as an Access Person.

D.	Non-Access Persons

If you are an ACI officer, director, or employee and you do not fit into any of the above categories, you are a Non-Access Person. Contractors and temporary employees may be considered Non-Access Persons depending on their role. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the remaining provisions of the Code.

Restrictions on Personal Investing Activities

A.	Principles of Personal Investing

All ACI employees, officers, and directors, and members of their immediate family, must comply with the federal securities laws and other governmental rules and regulations, and maintain ACI’s high ethical standards when making personal securities transactions. You must not misuse nonpublic information about client security holdings or contemplated, pending, or completed portfolio transactions for your personal benefit or the benefit of others. Likewise, you may not cause a client portfolio to take action, or fail to take action, for your personal benefit.

In addition, investment opportunities appropriate for client portfolios should not be retained for the personal benefit of yourself or others. Investment opportunities arising as a result of ACI investment management activities must first be considered for inclusion in our client portfolios.

B.	Trading on Inside Information

Federal law prohibits you from trading based on material nonpublic information received from any source or communicating this information to others. This could include confidential information received by employees regarding securities that are, or maybe considered as potential portfolio investments. You are expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult ACI’s Insider Trading Policy .


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C.	Trading in ACI Mutual Funds

Excessive, short-term trading of ACI client portfolios and other abusive trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.


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You may not engage in short-term trading or other abusive trading strategies with respect to any ACI client portfolio. For purposes of this Code, ACI client portfolios include any mutual fund, variable annuity, institutional, or other account advised or subadvised by ACI. ³

Seven-Day Holding Period . You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise invested in a variable-priced (non-money market) ACI client portfolio and redeem shares or otherwise withdraw assets from that portfolio within seven days. In other words, if you make an investment in an ACI client portfolio, you may not redeem shares from that fund before the completion of the seventh day following the purchase date.

Limited Trading Within 30 Days . We realize that abusive trading is not limited to a seven-day window. As a result, we may deem the sale of all or a substantial portion of an employee’s purchase in an ACI client portfolio to be abusive if the sale is made within 30 days, and it happens more than once every rolling twelve months.

These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a beneficial owner, including brokerage accounts, direct shareholder accounts, retirement plans, subadvised accounts, or accounts held through an intermediary

Transactions NOT Subject to Limitations . Automatic investments such as AMIs, dividend reinvestments, employer plan contributions, and payroll deductions are not considered transactions for purposes of the holding requirements. Redemptions in variable-priced funds that allow check writing privileges will not be considered redemptions for purposes of the holding requirements.

Information to be Provided . You may be required to provide certain information regarding mutual fund accounts beneficially owned by you and transactions in reportable mutual funds. See the Reporting Requirements for your applicable Code of Ethics classification.

D.	Preclearance of Personal Securities Transactions

[Portfolio, Investment, and Access Persons]

Preclearance of personal securities transactions allows ACI to prevent certain trades that may conflict with client trading activities. The nature of securities markets makes it impossible to predict all conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those affected for client portfolios. You are responsible for avoiding such conflicts with any client portfolios for which you make investment recommendations. You have an obligation to ACI and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.

³	See Schedule A for a list of Fund Clients. See Schedule B for a list of subadvised funds.


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All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or sale of a security for your own account or (ii) the purchase or sale of a security for an account for which you are a beneficial owner. ⁴

Is the security a “Code-Exempt Security”?

Check Appendix 3 to see if the security is listed as a code-exempt security. If it is, then you may execute the transaction. Otherwise, proceed to the next step.

Preclear the transaction with Compliance by ⁵ accessing the Code of Ethics system and entering your request at the Preclearance Request Entry screen. If you are outside of ACI’s office, you may e-mail your request to CE-Code_of_Ethics@americancentury.com. You will be required to provide the following:

•

Broker and account number used for the transaction;

•

Issuer name;

•

Security identifier (Ticker symbol, CUSIP number, etc.);

•

Currency;

•

Type of security (stock, bond, note, etc.);

•

Number of shares; and

•

Nature of transaction (purchase or sale).

The request will be reviewed through our preclearance process. You will receive an e-mail informing you of your approval or denial within 48 hours of entering your request.

If you receive preclearance for the transaction, ⁶ you may execute the approved transaction the day your preclearance is granted and the following two (2) business days (the “Preclearance Period”). For example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the close of the market on Friday to execute the trade. If you do not execute the approved transaction within the Preclearance Period, you must repeat the preclearance procedure prior to executing the transaction.

ACI reserves the right to restrict the purchase or sale by Portfolio, Investment, and Access Persons of any security at any time. Such restrictions are imposed through the use of a Restricted List that will cause the Code of Ethics system to deny the approval of preclearance to transact in the security. Securities may be restricted for a variety of reasons including without limitation, the possession of material nonpublic information by ACI or its employees.

⁴	See Appendix 2 for an explanation of beneficial ownership.

⁵	If you are the Chief Investment Officer of an investment adviser, your preclearance request must be approved by the Chief Compliance Officer or his or her designee.

⁶	See Appendix 4 for a description of the preclearance process.


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E.	Additional Trading Restrictions

[Portfolio and Investment Persons]

The following additional trading restrictions apply if you are a Portfolio or Investment Person:

Initial Public Offerings You may not acquire securities issued in an initial public offering.

Private Placements Before you acquire any securities in a private placement, you must obtain approval. from the Chief Investment Officer. Request preclearance by entering your request in the Private Placement Preclearance Request Entry screen in the Code of Ethics system or by emailing your request to CE-Code of Ethics (or

CE-Code_of_ Ethics@americancentury.com if emailing from outside of ACI’s email systems) . While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any consideration of an investment in securities of the private placement issuer for any client portfolios

60-Day Rule (Short-Term Trading Profits) You may not profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities other than code-exempt securities within sixty (60) calendar days.

F.	Seven-Day Blackout Period

[Portfolio Persons]

If you are a Portfolio Person, you may not purchase or sell a security other than a code exempt security during the seven calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio must not personally trade in the security from the Monday before until the Monday after the client portfolio transaction.

G.	Securities held in your funds

[Portfolio Persons]

Personally investing in the same securities held by the client portfolios you manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position.

Reporting Requirements

You are required to file complete, accurate, and timely reports of all required information under this Code. All reported information is subject to review for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of this Code.


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A.	Reporting Requirements Applicable to All Employees

Code Acknowledgement


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Upon employment, any amendment of the Code, and not less than annually thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Compliance will notify you when you must provide this information.

Brokerage Accounts and Duplicate Confirmations

You are required to report ALL reportable brokerage accounts that you own or beneficially own in the Code of Ethics system using the Account Maintenance page or the Account Reporting page (initial and year-end reporting) as soon as the account has been established.

To aid with required recordkeeping requirements and streamline operations, employees must hold all reportable brokerage accounts at a firm that provides electronic trade confirmations to ACI. “Reportable brokerage accounts” include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a beneficial owner. See Schedule C for a list of firms that provide electronic trade confirmations to ACI. New reportable brokerage accounts must be opened with a firm that provides electronic trade confirmations to ACI.

New employees are required to move existing reportable brokerage accounts that they own or beneficially own to an electronic broker within 90 days of the start of their employment.

Limited exemptions may be granted to hold a reportable brokerage account at firms that do not provide electronic trade confirmations. You MUST contact Compliance at CE-- Code_of_Ethics@americancentury.com to obtain an account exemption.

Exemptions may be requested for Managed Accounts and Blind Trusts. Please refer to page 12 of this Code, section F. Managed Account/Blind Trust Exemption.

Reporting of Mutual Fund Accounts

Employee-owned ACI Direct Accounts/ ACI Retirement Plans

You are not required to report ACI Direct and ACI Retirement Plan accounts held under your own Social Security number. Trading in these accounts will be monitored based on information contained on our transfer agency and retirement plan systems.

Beneficially Owned Direct Accounts

You must report the following information for ACI Direct accounts in which you have a beneficial ownership interest held under a taxpayer identification or Social Security number other than your own (so-called “beneficially owned direct accounts”):

•

Account number and

•

Name(s) of record owner(s) of the account.

Trading in these accounts will be monitored based on information contained on our transfer agency system.


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Certain third-party accounts invested in funds managed by ACI.


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You are required to report other accounts invested in funds managed by ACI such as those invested in (i) any subadvised fund (see Schedule B of this Code for a list of subadvised funds); and (ii) non-ACI retirement plan, unit investment trust, variable annuity, or similar accounts in which you own or beneficially own reportable mutual funds. The following information must be reported for these accounts:

•

Name of the financial institution where held;

•

Account number; and

•

Name(s) of the record owner(s) of the account.

In addition, you must provide either account statements or confirmations of all trading activity in reportable third-party accounts to Compliance within 30 calendar days of the end of each calendar quarter.

B.	Additional Reporting Requirements [Portfolio, Investment, and Access Persons]

Holdings Report

Within ten calendar days of becoming a Portfolio, Investment, or Access Person, and annually, thereafter, you must submit a Holdings Report. You will be notified by e-mail of the dates and requirements for filing the report(s). The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:

•

A list of all securities, other than certain code-exempt securities 7, that you own or in which you have a beneficial ownership interest. This listing must include the financial institution, account number, security identifier and description, number of shares, currency, and principal amount of each covered security.

•

A summary of your relationships that may conflict with the interests of ACI, such as outside employment, relationships with competitors, suppliers, vendors, independent contractors or consultants of ACI, or relationships with directors or trustees in outside organizations other than community charitable activities, education activities, or dissimilar family business.

•

Portfolio and Investment Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held directly through ACI, investments in any subadvised fund, holdings in a reportable brokerage account, and holdings in non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts.

Quarterly Transactions Report

Within 30 calendar days of the end of each calendar quarter, all Portfolio, Investment, and Access Persons must submit a Quarterly Transactions Report. Compliance will notify you of the dates and requirements for filing the report. A report of the transactions for which we have received your trade confirmations during the quarter will be provided for your review. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.

⁷	See Appendix 3 for a listing of code-exempt securities that must be reported.


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The Quarterly Transactions Report must contain the following information about each personal securities transaction undertaken during the quarter other than those in certain code exempt securities:

•

The financial institution’s name and account number in which the transaction was executed;

•

The date of the transaction, the security identifier and description and number of shares or the principal amount of each security involved;

•

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition; and

•

The transaction price, currency and amount.

In addition, information regarding your reportable brokerage and other accounts should be verified at this time.

Portfolio and Investment Persons are also required to report transactions in reportable mutual funds. The Quarterly Transactions Report for such persons must contain the following information about each transaction during the quarter:

•

The date of the transaction, the fund identifier and description and number of shares or units of each trade involved;

•

The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

•

The transaction price, and amount; and

•

The financial institution’s name and account number in which the trade was executed.

Transactions of reportable mutual funds that do not need to be reported by Portfolio and Investment Persons on the Quarterly Transaction Report include:

•

Reinvested dividends;

•

Transactions in ACI retirement plan accounts;

•

Transactions in mutual fund accounts held directly through ACI under your Social Security number;

•

Transactions in beneficially-owned Direct accounts if the account has been previously reported under this Code; and

•

Transactions in reportable third-party accounts for which the account statements or confirmations are provided to Compliance within 30 days of the end of the calendar quarter in which the transactions took place.

Can there be any exceptions to the restrictions?

Yes. The Chief Compliance Officer or his or her designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis.

A.	How to Request an Exemption

Request an exemption by e-mailing a written request to -CE-Code of Ethics (or CE- Code_of_Ethics@americancentury.com if emailing from outside ACI’s email system) detailing your situation.

B.	Factors Considered


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In considering your request, the Chief Compliance Officer or his or her designee may grant your exemption request if he or she is satisfied that:

•

Your request addresses an undue personal hardship imposed on you by the Code of Ethics;

•

Your situation is not in conflict with the Code; and

•

Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics.

C.	Exemption Reporting

All exemptions must be reported to the Boards of Directors/Trustees of our Fund Clients at the next regular meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be affected without reporting. The Boards of Directors/Trustees may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors/Trustees.

D.	Thirty-Day Denial Exemption on Sales

An exemption may be requested when a request to sell a security has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a preclearance request to sell a security in the Code of Ethics system at least four times over a 30-day period. A written request must be e-mailed to “CE-Code of Ethics” to request the exemption. The Chief Compliance Officer or his or her designee will review the request and determine if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.

E.	Non-volitional Transaction Exemption

Certain non-volitional purchase and sale transactions are exempt from the preclearance requirements of the Code. These transactions include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, receipt of securities as gifts, the giving of securities, inheritances, margin/ maintenance calls (where the securities to be sold are not directed by the covered person), dividend reinvestment plans, and employer sponsored payroll deduction plans. These purchase and sale transactions, however, shall be reported in the Quarterly Transaction Report and Annual Holdings Report.

F.	Blind Trust/Managed Account Exemption

An exemption from the preclearance and reporting requirements of the Code may be requested for securities that are held in a blind or quasi-blind trust arrangement or a managed (discretionary) account. For the exemption to be available, you or a member of your immediate family must not have authority to advise or direct securities transactions of the trust or managed account. A written request must be emailed to “CE-Code of Ethics” with a copy of the management agreement to request the exemption. The request will only be granted once the covered person and/or the investment adviser for the trust or managed account certify that the covered person or members of their immediate family will not advise or direct transactions. ACI may require that statements or trade confirmations be received for the trust or managed account. The employee and/or adviser may be requested by Compliance to re-certify the trust arrangement.


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Confidential Information

All information about clients’ securities transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated securities transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any security. Employees should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Information Asset Security policies before disseminating information to individuals that otherwise do not have access to the information. This does not apply to information which has already been publicly disclosed.

Conflicts of Interest

You must receive prior written approval from ACI’s General Counsel or his or her designee, as appropriate, to do any of the following:

•

Negotiate or enter into any agreement on a client’s behalf with any business concern doing or seeking to do business with the client if you, or a person related to you, has a substantial interest in the business concern;

•

Enter into an agreement, negotiate or otherwise do business on the client’s behalf with a personal friend or a person related to you; or

•

Serve on the board of directors of, or act as consultant to, any publicly traded corporation. Please note that ACI’s Business Code of Conduct also contains limitations on outside employment and directorships.

What happens if you violate the rules in the Code of Ethics?

If you violate the requirements of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by Compliance and submitted to the Code of Ethics Review Committee. The Committee consists of representatives of the investment adviser and the Compliance and Legal departments of ACI. The Committee is responsible for determining the materiality of Code violations and appropriate sanctions.

A.	Materiality of Violation

In determining the materiality of a violation, the Committee considers:

•

Evidence of violation of law;

•

Indicia of fraud, neglect, or indifference to Code provisions;

•

Frequency of violations;

•

Monetary value of the violation in question; and

•

Level of influence of the violator.

B.	Penalty Factors

In assessing the appropriate penalties, the Committee will consider the foregoing in addition to any other factors they deem applicable, such as:


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Extent of harm to client interests;

•

Extent of unjust enrichment;


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Tenure and prior record of the violator;

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The degree to which there is a personal benefit from unique knowledge obtained through employment with ACI;

•

The level of accurate, honest and timely cooperation from the covered person; and

•

Any mitigating circumstances.

C.	The penalties which may be imposed include, but are not limited to:

Non-material violation

Warning (notice sent to manager) and/or

Attendance at a Code of Ethics training session and/or

Suspension of trading privileges.

Penalties for material or more frequent non-material violations will be based on the circumstances of the violation. These penalties could include, but are not limited to

Suspension of trading privileges and/or

Suspension or termination of employment.

In addition, you may be required to surrender to ACI any profit realized from any transaction(s) in violation of this Code of Ethics.

ACI’s Quarterly Report to Fund Directors/Trustees

ACI will prepare a quarterly report to the Board of Directors/Trustees of each Fund Client of any material violation of this Code of Ethics.


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APPENDIX 1: DEFINITIONS

1.	“Automatic Investment Plan”

“Automatic investment plan” means a program in which regular periodic purchases, exchanges or redemptions are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation including dividend reinvestment plans.

2.	“Beneficial Ownership” or “Beneficially Owned”

See “Appendix 2: What is Beneficial Ownership?”

3.	“Code-Exempt Security”

A “code-exempt security” is a security in which you may invest without preclearing the transaction with ACI. The list of code-exempt securities appears in Appendix 3.

4.	“Federal Securities Law”

“Federal securities law” means the Securities Act of 1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm- Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted by the Commission or the Department of Treasury.

5.	“Fund Clients”

Fund clients includes each Fund Client listed on Schedule A.

6.	“Initial Public Offering”

“Initial public offering” means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market.

7.	“Investment Adviser”

“Investment adviser” includes each investment adviser listed on Schedule A

8.	“Member of Your Immediate Family”

A “member of your immediate family” means any of the following:

•

Your spouse or domestic partner;

•

Your minor children; or


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•

A relative who shares your home.


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For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child of a person is considered a child of such person.

8.	“Private Placement”

“Private placement” means an offering of securities in which the issuer relies on an exemption from the registration provisions of the Federal Securities Laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.

9.	“Reportable Brokerage Accounts”

A “reportable brokerage account” includes any account in which securities are held for the direct or indirect benefit of any person subject to this Code of Ethics.

10.

“Reportable Mutual Fund”

A “reportable mutual fund” includes any mutual fund issued by a Fund Client (as listed on Schedule A) and any subadvised funds (as listed on Schedule B).

11.

“Security”

A “security” includes a large number of investment vehicles. However, for purposes of this Code of Ethics, “security”(or “securities”) includes any of the following:

•

Note;

•

Stock, (including stock acquired in private placements and restricted stock in nonpublic companies received through an employee stock ownership program);

•

Treasury stock;

•

Bond;

•

Debenture;

•

Derivative security;

•

Exchange traded funds (ETFs) or similar securities;

•

Unit Investment Trusts (UIT);

•

Shares of open-end mutual funds;

•

Shares of closed-end mutual funds;

•

Evidence of indebtedness;

•

Certificate of interest or participation in any profit-sharing agreement;

•

Collateral-trust certificate;

•

Preorganization certificate or subscription;


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•

Transferable share;

•

Investment contract;


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•

Voting-trust certificate;

•

Certificate of deposit for a security;

•

Interests in private investment companies, hedge funds, or other unregistered collective investment vehicles;

•

Fractional undivided interest in oil, gas or other mineral rights;

•

Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), including stock options received from an employer or through a retirement plan;

•

Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency;

•

In general, any interest or instrument commonly known as a “security;” or

•

Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing.

12.

“Subadvised Fund”

A “subadvised fund” means any mutual fund or portfolio listed on Schedule B.

13.

“Supervised Person”

A “supervised person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of an investment adviser and is subject to the supervision and control of the investment adviser.


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APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

A “beneficial owner” of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a purchase or sale of the security.

1.	Are securities held by immediate family members or domestic partners “beneficially owned” by me?

Yes. As a general rule, you are regarded as the beneficial owner of securities held in the name of

•

A member of your immediate family OR

•

Any other person IF you obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, or domestic partner, you are the beneficial owner; OR

•

You hold an option or other contractual rights to obtain title to the securities now or in the future.

2.	Must I report accounts for which I am listed as a joint owner or have power of attorney?

Yes. As a general rule, you are regarded as an owner of any accounts for which you are listed as a joint owner or have power of attorney.

3.	Am I deemed to beneficially own securities in accounts owned by a relative for whom I am listed as beneficiary upon death?

Probably not. Unless you have power of attorney to transact in such accounts or are listed as a joint owner, you likely do not beneficially own the account or securities contained in the account until ownership has been passed to you.

4.	Are securities held by a company I own an interest in also “beneficially owned” by me?

Probably not. Owning the securities of a company does not mean you “beneficially own” the securities that the company itself owns. However, you will be deemed to “beneficially own” the securities owned by the company if:

•

You directly or beneficially own a controlling interest in or otherwise control the company; OR

•

The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in securities and the company has no other substantial business.

5.	Are securities held in trust “beneficially owned” by me?

Maybe. You are deemed to “beneficially own” securities held in trust if you or a member of your immediate family are:


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•

A trustee; or

•

Have a vested interest in the income or corpus of the trust; or


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•

A settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries.

A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or members or your immediate family do not have authority to advise or direct securities transactions of the trust.

6.	Are securities in pension or retirement plans “beneficially owned” by me?

Maybe. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan of a company whose employees generally are the beneficiaries of the plan.

However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan or you can direct the trading of the securities within the plan (IRAs, 401(k)s, etc.).

7.	Examples of Beneficial Ownership

Securities Held by Family Members or Domestic Partners

Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Mary’s resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other’s securities.

Example 2: Mike’s adult son David lives in Mike’s home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David’s securities.

Example 3: Joe’s mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother’s estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret’s bank in Margaret’s name, the interest from such loans being paid from Margaret’s account. Joe is a beneficial owner of Margaret’s estate.

Example 4: Bob and Nancy are in a relationship. The house they share is still in Nancy’s name only. They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bob’s securities.

Securities Held by a Company

Example 5: ABC Company is a holding company with five shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Company’s subsidiaries.


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Example 6: XYZ Company is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in securities. Neither Stan nor any members of his immediate family are employed by XYZ Company. Stan does not beneficially own the securities held by XYZ Company.


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Securities Held in Trust

Example 7: John is trustee of a trust created for his two minor children. When both of John’s children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any securities owned by the trust.

Example 8: Jane placed securities held by her in a trust for the benefit of her church. Jane can revoke the trust during her lifetime. Jane is a beneficial owner of any securities owned by the trust.

Example 9: Jim is trustee of an irrevocable trust for his 21-year-old daughter (who does not share his home). The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial owner of any securities owned by the trust.

Example 10: Joan’s father (who does not share her home) placed securities in an irrevocable trust for Joan’s minor children. Neither Joan nor any member of her immediate family is the trustee of the trust. Joan is a beneficial owner of the securities owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust securities.


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APPENDIX 3: CODE-EXEMPT SECURITIES

Because they do not pose a likelihood for abuse, code-exempt securities are exempt from the Code’s preclearance requirements. However, confirmations of transactions in reportable brokerage accounts are required in all cases and some code-exempt securities must also be disclosed on your Quarterly Transactions, Initial, and Annual Holdings Reports.

1.	Code-Exempt Securities Not Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

•

Open-end mutual funds that are not considered a reportable mutual fund;

•

Reportable mutual funds (Access Persons only);

•

Reportable mutual fund shares purchased through an automatic investment plan (including reinvested dividends);

•

Money market mutual funds;

•

Bank Certificates of Deposit;

•

U.S. government Treasury and Government National Mortgage Association securities;

•

Commercial paper;

•

Bankers acceptances;

•

High quality short-term debt instruments, including repurchase agreements. A “high quality short-term debt instrument” means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized rating organization.

2.	Code-Exempt Securities Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:

•

Reportable mutual fund shares purchased other than through an automatic investment plan (Portfolio and Investment Persons only)

•

Exchange Traded Products, Closed-End Funds and Unit Investment Trusts

•

Securities which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the security is exempt, NOT the sale)

•

Securities other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the security is exempt, NOT the sale or other purchases)

•

Futures contracts on the following:

•

Standard & Poor’s 500 or 100 Index, NASDAQ 100 Index, and DOW 30 Industrials futures contracts only. Futures contracts for other financial instruments are not Code-exempt.

•

Commodity futures contracts for agricultural products (corn, soybeans, wheat, etc.) only. Futures contracts on precious metals or energy resources are not Code-exempt.

We may modify this list of securities at any time, please send an e-mail to “ LG-Personal Security Trades ” to request the most current list.


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APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

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After your request is entered into our preclearance system, it is then subjected to the following tests.

Step 1: Restricted Security List

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Is the security on the Restricted Security list?

If “YES”, the system will send a message to you DENYING the personal trade request.

If “NO”, then your request is subject to Step 2.

Step 2: De Minimis Transaction Test

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Is the security issuer’s market capitalization greater than $10 billion?

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Will your proposed transaction, together with your other preclearance requests in the security for the current calendar quarter, be less than $25,000?

If the answer to either of these questions is “NO”, then your request is subject to Step 3.

Step 3: Client Trades Test

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Have there been any transactions in the past 24 hours or is there an open order for that security for any Client?

If “YES”, the system will send a message to you DENYING the personal trade request.

If “NO”, then your request is subject to Step 4.

Step 4: Follow List Test

•

Does any account or Fund own the security?

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Does the security appear on the computerized list of stocks ACI is considering to purchase for a Client?

If the answer to BOTH of these questions is “NO”, the system will send a message to you APPROVING your proposed transaction.

If the answer to EITHER of these questions is “YES”, then your request is subject to Step 5.


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Step 5: Present Intentions Test

A message is sent to portfolio teams that own or are following the security described in your preclearance request. The portfolio teams will be asked if they intend to buy or sell the security within the next three (3) business days.

If ALL of the portfolio management teams respond “NO”, your request will be APPROVED.

If ANY of the portfolio management teams respond “YES” , your request will be DENIED.

If ANY of the portfolio teams do not respond, your request will be DENIED.

The preclearance process can be changed at any time to ensure that the goals of this Code of Ethics are met.


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SCHEDULE A: BOARD APPROVAL DATES

This Code of Ethics was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:


Investment Adviser	Most Recent Approval Date
American Century Investment Management, Inc.		January 1, 2018


Principal Underwriter		Most Recent Approval Date
American Century Investment Services, Inc.		January 1, 2018


Fund Clients		Most Recent Approval Date
American Century Asset Allocation Portfolios, Inc.		December 1, 2017
American Century California Tax-Free and Municipal Funds		December 14, 2017
American Century Capital Portfolios, Inc.		December 1, 2017
American Century Government Income Trust		December 14, 2017
American Century Growth Funds, Inc.		December 1, 2017
American Century International Bond Funds		December 14, 2017
American Century Investment Trust		December 14, 2017
American Century Municipal Trust		December 14, 2017
American Century Mutual Funds, Inc.		December 1, 2017
American Century Quantitative Equity Funds, Inc.		December 14, 2017
American Century Strategic Asset Allocations, Inc.		December 1, 2017
American Century Target Maturities Trust		December 14, 2017
American Century Variable Portfolios, Inc.		December 1, 2017
American Century Variable Portfolios II, Inc.		December 14, 2017
American Century World Mutual Funds, Inc.		December 1, 2017
American Century ETF Trust		December 20, 2017


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SCHEDULE B: SUBADVISED FUNDS

This Code of Ethics applies to the following funds which are subadvised by an investment adviser. This list of affiliated funds will be updated on a regular basis.

CIBC Balanced Fund

CIBC Global Equity Growth Pool

CIBC Global Monthly Income Fund

CIBC International Equity Fund

CIBC International Small Companies Fund

CIBC Monthly Income Fund

CIBC U.S. Equity Fund

CIBC U.S. Equity Value Pool

Columbia Funds Variable Series Trust II: CTIVP-American Century Diversified Bond Fund

EQ Advisors Trust: EQ/American Century Mid Cap Value Portfolio

EQ Advisors Trust – Multimanager Mid Cap Value Portfolio

Forum Funds II – Acuitas International Small Cap Fund

GuideStone Funds: Defensive Market Strategies Fund

GuideStone Funds: Value Equity Fund

Imperial International Equity Pool

Imperial Overseas Equity Pool

Imperial U.S. Equity Pool

Learning Quest 529 Education Savings Program

MassMutual Select Funds: MassMutual Select Mid-Cap Value Fund

Mercer Funds: Mercer Non-U.S. Core Equity Fund

Mercer Global Investments Canada Limited: Mercer International Equity Fund

MML Series Investment Fund: MML Mid Cap Value Fund

Nationwide Variable Insurance Trust: American Century NVIT Multi Cap Value Fund

Nationwide Variable Insurance Trust: NVIT Multi-Manager Mid Cap Value Fund

Nomura – ACI Advanced Medical Impact Investment Mother Fund

Nomura – ACI Global REIT Mother Fund

Nomura Institutional Fund Select – American Century Global Growth Fund

Nomura U.S. Municipal General Obligation Bond Mother Fund

Nomura U.S. Value Strategy Mother Fund

Nomura Currency Fund – U.S. Growth Equity Fund

Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio

Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio

Schedule B updated: March 29, 2019

Schedule C updated: March 29, 2019


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Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio

Penn Series Funds, Inc.: Mid Core Value Fund

PrivilEdge – American Century Emerging Markets Equity

Renaissance Canadian Balanced Fund

Renaissance Canadian Monthly Income Fund

Renaissance Global Focus Fund

Renaissance International Equity Private Pool

Renaissance Private Pools – Renaissance Global Equity Private Pool

Renaissance U.S. Equity Growth Fund

Renaissance U.S. Equity Income Fund

Schwab Capital Trust: Laudus International MarketMasters Fund

Seasons Series Trust: SA Multi-Managed Large Cap Value Portfolio

VALIC Company I: Growth Fund

Voya Partners, Inc.: VY American Century Small-Mid Cap Value Portfolio

Schedule B updated: March 29, 2019

Schedule C updated: March 29, 2019


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SCHEDULE C: APPROVED ELECTRONIC BROKERS

The following brokers have entered into an agreement with ACI to provide trade confirmations electronically. Employees are prohibited from holding accounts at firms that do not provide electronic trade confirmations unless an account exemption has been given. Please send a message LG-personal_security_trades@americancentury.com to request an account exemption.

American Century Brokerage

American Century Personal Financial Solutions (held at Pershing)

Ameriprise

Charles Schwab

Edward Jones

ETRADE

Fidelity

Interactive Broker

JP Morgan Private Bank

Merrill Lynch

Morgan Stanley

Northern Trust

Northwestern Mutual

Raymond James

RBC

TD Ameritrade

UBS

USAA Brokerage

Vanguard

Wells Fargo

Schedule B updated: March 29, 2019

Schedule C updated: March 29, 2019


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Code of Ethics for JPMAM

Last Revision Date: January 30, 2019

Last Review Date: November 8, 2018

Effective Date: 02/01/2005

TABLE OF CONTENTS



1. Summary		3

2. Amendments to Previous Version Distributed October 10, 2017		4

3. Scope		4

4. Reporting Requirements		4

4.1.	Holdings Reports	4

4.2.	Transaction Reports	5

4.3	Exceptions from Transaction Reporting Requirements	5

5. Personal Trading Requirements		6

5.1	Approved Broker Requirement	6

5.2	Blackout Provisions	6

5.3	Minimum Investment Holding Period and Market Timing Prohibition	6

5.4	Trade Reversals and Disciplinary Action	6

6. Books and Records to be maintained by Investment Advisers		7

7. Privacy		7

8. Anti-Corruption		7

9. Conflicts of Interest		8

9.1	Trading in Securities of Clients	8

9.2	Trading in Securities of Suppliers	8

9.3	Pre-clearance Procedures for Value-Added Investors	8

9.4	Gifts & Entertainment	8

9.5	Political Contributions and Activities	10

9.6	Charitable Contributions	11

9.7	Outside Business Activities	11

10. Training		11

11.1	Violation Prior to Material Violation	11

11.2	Material Violations	12

12. Defined Terms		12


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1. Summary

This Code of Ethics for JPMAM (the “Code”) has been adopted by the registered investment advisers of JPMAM in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 204A-1 requires an investment adviser registered under section 203 of the Advisers Act to establish, maintain and enforce a written Code of Ethics.

This Code establishes our standards for ethical conduct which are premised on fundamental principles of openness, integrity, honesty and trust. JPMAM hereby adopts the message from Jamie Dimon that was included in the JPMC Code of Conduct because it embodies JPMAM’s ethical standards:

“JPMorgan Chase would not be the respected financial institution it is today without our steadfast commitment to integrity, fairness and responsibility. We strive each day to meet our obligations to all our constituents — customers, employees, the Board, shareholders, regulators — and to ourselves.

We recognize that in business, as in every other arena, ethical behavior does not just happen. It needs to be cultivated and repeatedly affirmed throughout the organization. Our Code of Conduct lays out the firm’s expectations for each employee, providing the necessary information and resources to conduct business ethically. Each of us is responsible for understanding — and abiding by — the Code.

… please make it a priority to complete the training and affirm that you are in compliance. We require you to do this each year so the firm can continue to operate with the highest levels of transparency and accountability.

A company is only as good as its people — and our people are the best. Thank you for your attention to this year’s training and for continuing to make JPMorgan Chase a company of which we can all be proud . ”

Additionally, it is the duty of all Supervised Persons to act in the best interests of their clients, place the interests of JPMAM Clients before their own personal interests at all times and to avoid any actual or potential conflicts of interest. Supervised Persons are the officers, directors (or other persons occupying a similar status or performing similar functions) or employees of JPMAM (including those authorized to act in an official capacity on behalf of JPMAM entities, sometimes referred to as dual hatted employees) or any other person who provides investment advice on JPMAM’s behalf and is subject to JPMAM’s supervision or control.

Supervised Persons must comply with applicable Federal Securities Laws and promptly report any known or suspected violations of the Code promptly to the Code of Conduct Reporting Hotline, the Compliance Department, which shall report any such violation promptly to the Chief Compliance Officer (“CCO”), or through the various reporting channels as provided in the How To Report A Violation page of the Code of Conduct intranet site . Your reporting obligations do not prevent you from reporting to the government or regulators conduct that you believe to be in violation of law and it does not require you notifying JPMAM prior to reporting to the government or regulators. JPMAM strictly prohibits intimidation or retaliation against anyone who makes a good faith report about a known or suspected violation of the Code, or any law or regulation.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment. The rules, procedures, reporting and recordkeeping requirements set forth in the Code are hereby adopted and certified as reasonably necessary to prevent Supervised Persons from violating the provisions of the Code and applicable Federal Securities Rules.


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The Compliance Department provides a link to this Code and any amendments to all Supervised Person s in their Access Persons Report and requires their attestation of compliance with this Code at least annually. These records are maintained by the Compliance Department as part of its Books and Records as required by the Advisers Act.

Annually, the CCO of each registered investment adviser must review that the Code adequately reflects the adviser’s fiduciary obligations and those of its supervised persons.

2. Amendments to Previous Version Distributed October 10, 2017

•

Updated Summary to include Jamie Dimon’s 2018 message

•

Updated Section 5.1 to the Link for JPMC Approved Brokers

•

Updated Section 11.2 to align with current HR practices

•

Updated Section 12 to include JF Asset Management Limited under Defined Term for JPMAM

3. Scope

This Code applies to all Supervised Persons of JPMAM.

In the event that a difference exists between any of the standards identified in JPMC Code of Conduct and the JPMAM Code of Ethics, the more restrictive provision shall apply.

4. Reporting Requirements

4.1. Holdings Reports

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

Content of Holdings Reports

Each holdings report must contain, at a minimum:

Account Details

The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.).

Account Statements

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership.

Submission Date

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


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Submission of Holdings Reports

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

Initial Report

Must be submitted no later than 10 days after the person becomes an Access Person and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person .

Annual Report

Must be submitted at least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted, unless notified by Compliance that this is no longer required due to electronic position reporting received from Approved Brokers.

4.2. Transaction Reports

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

Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

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

The price of the security at which the transaction was effected;

The name of the broker, dealer or bank with or through which the transaction was effected; and

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

Timing of Transaction Reports

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

4.3 Exceptions from Transaction Reporting Requirements

An Access Person need not submit:

Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

A transaction report with respect to transactions effected pursuant to an Automatic Investment Plan ;


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Transaction Reports are not required for accounts maintained at Approved or Preferred Brokers or for accounts which are approved for statement tracking

Any report with respect to transactions in Reportable Funds .

5. Personal Trading Requirements

Supervised Persons must obtain approval from the Compliance Department before directly or indirectly acquiring Beneficial Ownership in any Reportable Security , including initial public offerings and limited offerings. Given the potential access to Proprietary and Client information that Supervised Persons may have, JPMAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading. JPMAM’s policies are designed to help prevent and detect violations of securities laws and industry conduct standards and to minimize actual or perceived conflicts of interest that could arise due to personal investing activities.

5.1 Approved Broker Requirement

All self-directed Associated Account s must be maintained with a JPMC Approved Broker. Please see list of Approved Brokers by Region.

5.2 Blackout Provisions

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny due to the fiduciary nature of the business. Specifically, JPMAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm’s investment activities on behalf of Clients. Accordingly, certain Supervised Persons are restricted from conducting personal investment transactions during certain periods (called “Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions. Additionally, the Compliance Department may restrict the personal trading activity of any Supervised Person if it is determined that such activity has the appearance of a possible conflict of interest.

These Blackout Periods applies varying levels of restrictions appropriate for different categories of Supervised Persons based upon their level of access to non-public Client or Proprietary information.

5.3 Minimum Investment Holding Period and Market Timing Prohibition

Supervised Persons are subject to a minimum holding period, generally 60 days, for all transactions in Reportable Securities and Reportable Funds .

Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security or Reportable Fund . Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

5.4 Trade Reversals and Disciplinary Action

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the firm policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of blackout period requirements.


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Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMAM guidelines governing disciplinary action and escalation. All violations and disciplinary actions will be reported promptly by the Compliance Department to the employee’s group head and senior management. Violations will be reported quarterly to the affected Fund’s Board of Directors.

Violations by Supervised Persons of the Code, the JPMC Code of Conduct or any laws or regulations that relate to JPMAM’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal including termination of regulatory registration where applicable.

6. Books and Records to be maintained by Investment Advisers

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

A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that is in effect or has been in effect at any time within the past five years;

A record of any violation of the Code, and any action taken as a result of that violation;

A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

A record of each report made by Access Persons required under the Reporting Requirements;

A record of the names of persons who are currently, or within the past five years were, Access Persons ;

A record of any decision, and the reasons supporting the decision, to approve the acquisition or sale of securities by Supervised Persons under section 6 . Pre-approval records of certain investments will be maintained for at least five years after the end of the fiscal year in which the approval is granted; and

Any other such record as may be required under the Code.

7. Privacy

Supervised Persons have a responsibility to protect the confidentiality of information related to Clients . This responsibility may be imposed by law, may arise out of agreements with Clients , or may be based on policies or practices adopted by the firm. Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers. Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The restriction on disclosing confidential information is not intended to prevent Supervised Persons from reporting to the government or a regulator any conduct Supervised Persons believe to be in violation of the law, or from responding truthfully to questions or requests from the government, a regulator or in a court of law.

8. Anti-Corruption

It is the policy of JPMC to comply with the anti-corruption laws that apply to the firm’s Operations (and investments where the firm is deemed to have control), which includes the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act of


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2010 (UKBA), as well as anti-corruption laws and regulations of other countries in which the firm conducts business. We must never compromise our reputation by engaging in, or appearing to engage in, bribery or any form of corruption. Bribery and corruption are crimes with potentially severe penalties to JPMC and its employees and directors. The firm has zero tolerance for such activity.

9. Conflicts of Interest

The following is a summary of commonly identified employee conflicts of interest:

9.1 Trading in Securities of Clients

Supervised Persons shall not transact in any securities of a Client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMAM if such investment could be perceived as effected based on confidential information, including material non-public information.

9.2 Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

Disclose this fact to your department head and the Compliance Department; and

Obtain prior approval from the Compliance Department before selling such securities.

9.3 Pre-clearance Procedures for Value-Added Investors

Prior to any telephone calls, video, and in-person meetings between a Portfolio Manager, or employee arranging the meeting, and a Value-Added Investor who is meeting to discuss his/her personal investment (or prospective investment) in the JPMAM Private Investment Fund managed by the Portfolio Manager, the Portfolio Manager must obtain pre-clearance from Compliance. In order to obtain pre-clearance approval, the following information must be provided to Compliance prior to the meeting:

Date and place of meeting;

Name of Value-Added Investor , their employer, and job title;

Name of private fund the Value-Added Investor is invested in (or may invest in);

Names of all J.P. Morgan employees in attendance at the meeting and job titles;

Purpose of the meeting.

Compliance will review the pre-clearance request and respond via email and will ensure that appropriate controls are instituted.

9.4 Gifts & Entertainment

Supervised Persons must avoid circumstances that may cause, or create the appearance of, a conflict of interest between JPMAM and its clients or other business/commercial contacts. Supervised Persons may not give or receive anything of value, directly or indirectly, to influence improper action or obtain an improper


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advantage. Furthermore, the giving and receiving of gifts, including entertainment and hospitality, to or from persons who do or seek to do business with JPMAM have the potential to create actual conflicts or the appearance of conflicts, and may negatively impact JPMAM.

Gifts and entertainment can take many forms, including but not limited to: goods or services for which employees are not required to pay the retail or usual and customary cost; meals or refreshments; tickets to entertainment or sporting events; the use of a residence, vacation home or other accommodation; travel expenses; or charitable contributions or organization sponsorships. In addition to gifts and entertainment, JPMAM Supervised Persons may not make, direct or solicit any other person to make, any political contribution or provide anything else of value to anyone for the purpose of influencing or inducing the awarding or retention of investment advisory services business.

Gifts

Supervised Persons are only permitted to give gifts valued up to 100 USD to a client or business counterparty on occasions when gifts are customary, such as life events and major holidays. AM employees must pre-clear giving any gifts to a client or business counterparty that exceeds 100 USD.

When giving gifts to clients or business counterparties, AM employees are strongly encouraged to give items with a JPMorgan Chase logo or books from the JPMorgan Chase Reading list whenever appropriate. Gifting books from the JPMorgan Chase Reading List are limited to one book per campaign. Repetitive gifting to a client or business counterparty of Firm logo items in a calendar year is not permitted.

AM employees who are FINRA Registered Representatives have a 100 USD annual maximum limit for gifts provided to clients or business counterparties.

Entertainment

Entertainment includes business-related activities at which a host and guest are both present (e.g., meals, refreshments, golf games, sporting events, or other leisure and entertainment). Entertainment is considered a prohibited gift unless both the employee and business contact are present and the employee’s participation is related to his or her position and duties within JPMAM. Spouses, family members and personal acquaintances should not participate in entertainment activities unless such participation is customary under the circumstances.

Supervised Persons may act as a host for business entertainment to clients and prospects that are business related, is not prohibited by law, and whose cost is reasonable and customary. Frequent and/or lavish business entertainment is prohibited.

Supervised Persons are limited to accepting $250 in meals and entertainment from a client or counterparty per calendar year, with limited exceptions. Once the $250 limit is reached, employees are required to pay for their own expenses. In addition, Supervised Persons are prohibited from accepting invitations to ticketed events; limited exceptions may be granted with pre-approval from senior management and Compliance.


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All gifts and entertainment provided to U.S. Government Officials must be pre-cleared by Compliance to ensure that they comply with jurisdictional restrictions.

Supervised Persons are required to log all entertainment subject to reporting into Reliance’s Gift and Entertainment Module for approval. Violations are subject to the Escalation Guidelines.

Sponsorships and Events

Both sponsoring distributor events and JPMAM hosting educational events for financial advisors who sell our funds require review by Compliance and regional governance committees or designees to meet criteria below.

Events

•

Events are 30 people or more to build relationships, train/educate attendees on products or services etc.

•

Requires an Event Coordinator

•

Requires 80% training content in an event

•

Requires client correspondence from distributor home office when per person benefits exceeds $1000

•

Preclearance thresholds for Compliance vs. recordkeeping

Sponsorship

•

Requires a Sponsorship Coordinator

•

Risk based approach to preclearing Sponsorships regionally

9.5 Political Contributions and Activities

In accordance with Advisers Act Rule 206(4)-5, Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities.

To ensure compliance with this federal pay-to-play rule and various state and local laws, JPMAM Supervised Persons must receive pre-clearance before they or any members of their household make or solicit political contributions or engage in political activities in connection with any election in the United States or the Republic of Colombia. Contributions to JPMC Political Action Committees are excluded from pre-clearance and reporting requirements. New hires must also disclose their history of making and soliciting political contributions.

An employee cannot be reimbursed or otherwise compensated by JPMC for any political contribution. JPMC policies prohibit contributions of corporate funds to candidates, political party committees and political action committees. Supervised Persons are strictly prohibited from using JPMC resources to conduct personal political activities.

Violations of these requirements are subject to the Escalation Guidelines.


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9.6 Charitable Contributions

Charitable contributions made on behalf of JPMC must adhere to the requirements of the AM Expense Procedures and be precleared with Compliance.

9.7 Outside Business Activities

A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its Clients . Supervised Persons must be aware of potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or indirectly:

Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual’s position with the firm.

Take for oneself a business opportunity belonging to the firm.

Engage in a business opportunity that competes with any of the firm’s businesses.

More specific guidelines are set forth under the JPMC Code of Conduct. Procedures for pre-clearance of Outside Activities and Second Jobs are available on the JPMC Code of Conduct intranet site . Employees are reminded of their responsibility to obtain preclearance of their Outside Business Activities periodically in their Access Persons Report. If any material change in relevant circumstances occurs, Supervised Persons must seek clearance for a previously approved activity. A material change may arise from a change in your job or association with JPMAM or in your role with respect to that activity or organization. JPMAM employees are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to their manager and Compliance. Employees must also notify Compliance when any approved outside activity terminates.

Regardless of whether an activity is specifically addressed under JPMAM policies or the JPMC Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

10. Training

All employees of the firm are required to take several mandatory training courses given each year by Compliance (e.g., Code of Conduct).

11. Escalation Guidelines

JPMC’s Violation and Escalation Guidelines is an internal Compliance document and is used to notify Group Heads, Managers and/or Human Resources (HR) of employee violations of Compliance Policies along with the assigned severity of the applicable violations.

11.1 Violation Prior to Material Violation

While the Group Head is notified of all violations, he/she is required to have a meeting with the employee when the Supervised Persons’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.


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11.2 Material Violations

All material violations require the Group Head (MD level) and Compliance to have a meeting with the employee and document in writing that the employee acknowledges the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by the employee and Group Head, will be stored in Compliance’s Violations records. Additionally, HR is notified of all material violations and follows their established guidelines for disciplining the employee and recording that event in the employee’s personnel file.

There will be a mandated suspension of personal trading privileges for six months for all material violations of the personal trading or access persons requirements. Compliance and the Group Head may allow transactions for hardship reasons, but require documentation for pre-clearance.

An employee’s receipt of a material violation is considered when determining the employee’s annual compensation and eligibility for promotion.

12. Defined Terms



Access Persons		Access Persons of AM include: 1) Employees of any legal entities that fall under the JPMIM business in the Americas. 2) Certain persons of other affiliated entities that have access to Proprietary information of AM and persons that have been identified by Compliance as having access to AM Proprietary information 3) All persons of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of the JPMAM Registered Investment, sometimes referred to as “dual-hatted” employees 4) Certain consultants, agents, and temporary workers who are involved in the investment management process or have access to Proprietary information regarding Client recommendations or transactions on a pre-trade or same-day basis.

Associated Account		Is an account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.

Automatic Investment Plan		Is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.


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Beneficial ownership		Is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. Please note: Any report required under section 5. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

Client		Is any entity (e.g. person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.

Federal Securities Laws		Are the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

Fund		Is an investment company registered under the Investment Company Act of 1940.

Initial Public Offering		Is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

JPMAM		Is the abbreviation for JPMorgan Asset Management, a marketing name for the Asset Management subsidiaries of JPMorgan Chase & Co. Within the context of this document, JPMAM refers to the following U.S. registered investment advisers of JPMorgan Asset Management: • J.P. Morgan Alternative Asset Management, Inc. • JPMorgan Asset Management (UK) Ltd. • J.P. Morgan Investment Management Inc. • Security Capital Research & Management Inc. • Bear Stearns Asset Management Inc. • JF International Management, Inc. • JPMorgan Funds Limited • JF Asset Management Limited

Limited Offering		Is an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 there under.

Proprietary		Within the context of this Code of Ethics is: 1) any research conducted by AM or its affiliates 2) any non-public information pertaining to AM or its affiliates 3) all JPM managed and sub-advised mutual funds

Reportable Fund		Is any JPMorgan Proprietary Fund, including sub-advised funds


Reportable Security		Is a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest


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		in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Excluded from this definition are: 1) Direct obligations of the Government of the United States; 2) Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; 3) Shares issued by money market funds; and 4) Shares issued by open-end funds other than reportable funds

Supervised Persons		1) Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM; 2) All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as “dual hatted” employees; 3) Certain consultants, as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM’s supervision and control; and 4) All Access Persons

Value–Added Investor		Is an executive level officer (i.e., president, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Partner) or director of a company, who, due to the nature of his/her position, may obtain material, non-public information.


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SCOUT CODE OF ETHICS

Scout Investments

Reams Asset Management Division

June 2018

I. GENERAL PROVISIONS

This Code of Ethics has been adopted by Scout Investments (“SI”), including its Reams Asset Management Division (“Reams”), with the objectives of deterring wrongdoing and (1) providing standards of honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (2) promoting full, fair, accurate, timely and understandable disclosure in reports and documents which the Firm files with the Securities and Exchange Commission and in other public communications made by Scout, (3) promoting compliance with applicable governmental laws, rules and regulations, (4) facilitating prompt internal reporting of violations of this Code of Ethics, and (5) providing accountability for adherence to this Code of Ethics.

This Code of Ethics applies to all Supervised Persons . A Supervised Persons means any Scout partner, officer, director (or other person occupying a similar status or performing functions similar to any of those persons), or employee, or any other persons who provide advice on behalf of Scout and who are subject to Scout’s supervision and control.

All Supervised Persons have a duty and requirement to:

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Place the clients’ interests first;

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Conduct all personal transactions in accordance with this Code of Ethics and in compliance with applicable laws and regulations;

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Avoid actual or potential conflicts of interest (or when this is not possible, fully disclose them to the client) or any abuse of their position of trust and responsibility and not take inappropriate advantage of their position;

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Maintain the confidentiality of the identity of security holdings and financial circumstances of clients;

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Maintain their independence in the investment decision-making process applicable to the degree they participate in the investment decision-making process;

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Comply with applicable federal securities laws; and

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Report any violations of this code to the Chief Compliance Officer.

Implementation and interpretation of this Code are the primary responsibilities of the Chief Compliance Officer. In administering these responsibilities, the Chief Compliance Officer may consult with Scout management as appropriate regarding violations of the Code and in applying penalties as identified on Appendix A – Schedule of Sanctions. Any alleged violations of this Code must be reported to the Chief Compliance Officer. Scout may take disciplinary action and/or impose sanctions including, but not limited to, termination of employment, suspension, revocation of personal trading privileges and/or disgorgement of profits resulting from the violation. Financial penalties for noncompliance will be contributed to a charitable foundation or to a charity. Additional consequences for noncompliance and actions are not limited to the penalties listed depending upon the circumstances of noncompliance. Furthermore, violations of the Code of Ethics may also be violations of the law and may result in civil and/or criminal penalties.

The Chief Compliance Officer will take reasonable means to protect the privacy of personal information collected in implementing the Code of Ethics. If a violation occurs or a matter is in need of resolution, only the minimum information as determined by the Chief Compliance Officer will be disclosed as needed to communicate or facilitate consideration with appropriate individuals of any matter under this Code of Ethics. Information may also be disclosed to the extent necessary to implement and enforce the provisions of this Code of Ethics or to respond to appropriate requests.

II. STANDARDS OF BUSINESS CONDUCT

Conflicts of Interest

All Supervised Persons have an affirmative duty of care, loyalty, honesty, and good faith, and to act in the best interests of their clients. Compliance with this duty is best served by avoiding conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. A “conflict of interest” occurs when an individual’s personal interests interfere or appear to interfere with client interests. A conflict may arise when a person takes actions or has interests that make it difficult to perform his or her duties with respect to the client objectively and effectively. Conflicts of interest may also arise when a person receives improper benefits, or members of his or her family receive improper personal benefits resulting from his or her position.

Supervised Persons must avoid conduct or activities that may appear to be a conflict or impropriety. Any Supervised Person that feels a need to disclose a potential conflict should first discuss the potential conflict with his/her supervisor and/or the Chief Compliance Officer.

Conflicts Among Client Interests

Supervised Persons should not favor the interests of one client over another client. Inappropriate favoritism of one client over another client constitutes a breach of fiduciary duty.

Competing with Client Trades

Supervised Persons are prohibited from competing with client securities transactions by profiting personally, directly or indirectly, from personal securities trades by using knowledge about pending or potential securities transactions of clients.

Disclosure of Personal Interest

Supervised Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in an issuer or its affiliates, to the Chief Compliance Officer. For purposes of this paragraph, material beneficial ownership is an investment in an amount that could potentially alter judgment regarding the security and, at a minimum, is defined as the Covered Person having beneficial ownership of 1% or more of any class of common equity securities of the subject company. If the beneficial ownership is concluded to present a material conflict, the Supervised Person may not participate in any decision-making process regarding the securities of that issuer. Research analysts with a material personal interest in an issuer are precluded from covering that issuer. If the Supervised Person has any doubts as to whether a material interest, beneficial ownership or relationship could

potentially impair their judgment, then the Supervised Person should contact the Chief Compliance Officer to discuss details of the holding, relationship or activity. The Chief Compliance Officer will consult with the appropriate portfolio manager as necessary or legal counsel in rendering a decision and notify appropriate parties of the material personal interests identified.

Vendors and Suppliers

Supervised Persons must disclose personal investments or other interests in vendors or suppliers with respect to which the Supervised Person negotiates or makes decisions regarding the selection of that vendor or supplier for services provided to clients. The Supervised Person must disclose this interest to the Chief Compliance Officer. If the Chief Compliance Officer determines the beneficial ownership presents a material conflict, the Supervised Person may not participate in any decision-making process regarding procurement of the services of that vendor or supplier for clients.

Transactions with Clients

Supervised Persons are prohibited from knowingly purchasing from or selling to a client any security or other property, except securities issued by the client.

III. INSIDER TRADING

Insider trading involves the purchase or sale of securities of a company or other entity while in possession of material, nonpublic information (also called “inside information”) about the company or entity. Any Supervised Person who purchases or sells securities while in possession of material inside information or who communicates or “tips” such inside information to anyone else who trades securities on such information, violates this Code of Ethics and may violate United States securities laws. Federal law imposes obligations on employers to ensure that their employees do not improperly trade securities using inside information. Any Supervised Person who becomes aware of material nonpublic information should not, without first discussing the information with the Chief Compliance Officer:

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Trade in the securities of such company for a personal or client’s account;

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Recommend transactions in the security; or

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Disclose (tip) the information to others.

Scout’s Insider Trading Policies and Procedures (Insider Trading Policy) is included for detailed policies and procedures governing insider trading. The Insider Trading Policy is incorporated as part of this Code of Ethics and for purposes of applying this Code’s provisions.

IV. GIFTS AND ENTERTAINMENT

Giving or Receiving Gifts or Entertainment

Supervised Persons should exercise good judgment in providing or accepting anything of value. Supervised Persons shall not offer, provide or solicit for themselves, or any third party, anything of value from anyone in return for any business, service, or confidential or proprietary information. Furthermore, Supervised Persons are prohibited from providing or accepting anything of value from anyone as a condition of obtaining the business of Scout or any of their subsidiary or affiliated companies, either before or after the transaction is discussed or

consummated. Gifts or entertainment should never be provided or accepted in circumstances in which it appears to others that business judgment has been compromised. This does not prohibit associates and officers from providing or accepting something of nominal value from a customer or supplier doing or seeking to do business with Scout without the risk of corruption or breach of trust. Cash and checks, however, should not be accepted regardless of amount. The following examples help explain what is permissible under the policy:

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The provision or acceptance of gifts, gratuities, amenities, or favors based on obvious family or personal relationships where the circumstances make it clear that those relationships are the motivating factor;

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The provision or acceptance of meals, refreshments, entertainment or transportation to local events, all of reasonable value and in the course of business at which the giver is present. (Acceptance of accommodations or non-local travel arrangements should not be accepted). Examples include an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety. The acceptance of advertising or promotional material of reasonable value such as pens, pencils, notepads, key chains, calendars and similar items;

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The acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers; or

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The provision or acceptance of gifts of reasonable value (a real or perceived value of $100 or less) where the gift is neither so frequent nor so extensive as to raise any question of propriety. Entertainment where the giver is not present is considered a gift.

Investment Related Gifts or Entertainment

Scout trading employees are prohibited from receiving gifts or entertainment from entities that receive anything of value from the investment of client’s assets (Investment Related Entities). This includes broker-dealers that execute client transactions, companies selected as an investment for client assets and any vendor or research provider that is compensated either directly or indirectly for soft dollar services. This prohibition will not apply to gifts or entertainment of insubstantial value (such as promotional items or meals, provided it does not exceed $10 in value.) The Chief Compliance Officer may approve gifts or entertainment over $10 under specific circumstances (e.g., broker-dealer provides lunch for multiple employees during a meeting), provided the gifts or entertainment are reported as described below. For non-trading employees, the receipt of gifts from any one Investment Related Entity cannot exceed $100 per year (on an individual employee basis). In addition, for non-trading employees, the receipt of entertainment from any one Investment Related Entity cannot exceed $100 per event and $250 per year (on an individual basis).

Reporting Gifts or Entertainment

Employees are required to report gifts or entertainment that are given in the course of soliciting existing or potential clients and any investment related gifts or entertainment received as described above. This reporting obligation will not apply to gifts or entertainment of insubstantial value (such as promotional items or meals, provided it does not exceed $10 in value.) Gifts must be values at the higher of cost or market value exclusive of tax and delivery charges. Each employee will be required to certify every quarter that he or she has reported all gifts or entertainment given and/or received in accordance with this Code of Ethics. Employees who are registered representatives of Carillon Fund Distributors will be required to maintain and report gifts and/or entertainment provided in accordance with policies and procedures adopted by Carillon Fund Distributors.

Donations

Donations from SI at the request of existing or potential clients are permissible, but cannot exceed $2,000 per year per recipient. Any donation over $250 must be approved by the CEO of SI.

V. OTHER PROVISIONS

Initial Public Offerings

All Supervised Persons shall not purchase any equity securities in an initial public offering. ¹

Market Timing

Supervised Persons are prohibited from engaging in any trading activities potentially injurious to any mutual funds sub-advised by SI as such activity is defined by the funds. This includes patterns of frequent trading or market timing when discouraged or prohibited by SI’s fund clients.

Service as a Director

Supervised Persons are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization from the CEO of SI.

Disclosure of Holdings or Transaction Information

Supervised Persons are prohibited from disclosing holdings or transaction information of the Carillon Funds, fiduciary accounts or advisory clients other than to the client or others legally entitled to the information. Disclosures related to the holdings or transactions in the Carillon Funds are subject to the fund’s policy on Disclosure of Portfolio Holdings expressed in the Carillon Funds’ Compliance Manual. Any questions regarding the disclosure of holdings or transaction information should be posed to the Chief Compliance Officer.

Participation in Investment Clubs

Access Persons (as defined in the Personal Trading Annex below) are prohibited from participating in or contributing to Investment Clubs without notifying the Chief Compliance Officer. The Chief Compliance Officer may prohibit your participation in or contribution to an Investment Club. Transactions in Covered Securities are subject to the same preclearance, blackout, and reporting requirements as the Access Persons’ other accounts.

¹	“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

Disciplinary Disclosures

All Supervised Persons are required to certify annually that they are not subject to any of the disciplinary events listed in Item 11 in the current Form ADV, Part 1 or disclose matters for which need to be reflected in the Form ADV.

CFA Institute Asset Manager Code of Professional Conduct.

The Code of Ethics, as well as other compliance policies and procedures, have been adopted by SI to meet the required elements of the CFA Institute Asset Manager Code of Professional Conduct. SI will make the following statement whenever SI claims compliance with the Asset Manager Code of Professional Conduct:

“Scout Investments, Inc. claims compliance with the CFA Institute Asset Manager Code of Professional Conduct. This claim has not been verified by CFA Institute.”

VI. CERTIFICATION

Each newly hired Supervised Person will be provided a copy of the Code of Ethics and must certify in writing initially and annually thereafter that they have received a copy of the Code of Ethics, read and understand all provisions of the Code of Ethics, and agree to comply with the applicable terms of the Code of Ethics. Scout will provide its Supervised Persons with any amendments to the Code of Ethics and will require all Supervised Persons to certify in writing that they have received, read and understand the amendments.

Scout Code of Ethics-Personal Trading Annex

Scout Investments

Reams Asset Management Division

June 2018

This Scout Personal Trading Annex (“Policy”) is meant to supplement the Scout Code of Ethics. Scout Investments (“SI”), including its Reams Asset Management Division (“Reams”) has adopted this Policy with the objective of supplementing Scout’s Code of Ethics and addressing potential conflicts of interest with regard to employee trading consistent with Scout’s fiduciary standard of ethics as well as applicable law and regulation. Together, Scout’s Code of Ethics and Personal Trading Annex are hereby referred to as the Code of Ethics and are intended to constitute Scout’s written code of ethics as required by Rule 17j-1 under the Investment Company Act of 1940 and Scout’s written code of ethics required Rule 204A-1 under the Investment Advisers Act of 1940.

Scope of Policy

This Policy applies to all Supervised Persons . A Supervised Persons means any Scout partner, officer, director (or other person occupying a similar status or performing functions similar to any of those persons), or employee, or any other persons who provide advice on behalf of Scout and who are subject to Scout’s supervision and control.

In addition, certain Supervised Persons have additional responsibilities relating to their personal security trading. These employees are referred to as Access Persons . An Access Person includes any: (i) Supervised Person that has access to nonpublic information regarding any Clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Carillon Fund (or other Reportable Fund); (ii) Supervised Person that is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; or (iii) officer, director or partner of Scout.

All Access Persons are further classified into one of the five following categories at the discretion of Scout’s Chief Compliance Officer using the following general definitions:

Board Access Person means any Access Person that is a Scout director and in connection with his or her regular duties: (i) is not involved in making securities recommendations to Clients; and (ii) does not normally have access to nonpublic information regarding Clients’ purchase or sale of securities or nonpublic information regarding Client portfolio holdings.

Scout Investment Access Person means any Scout Access Person that in connection with his or her regular duties makes or participates in making recommendations or placing orders for the purchase or sale of securities for any Client.

Reams Investment Access Person means any Reams Access Person that in connection with his or her regular duties makes or participates in making recommendations or placing orders for the purchase or sale of securities for any Client.

Reams General Access Person means any associate of Reams in connection with his or her regular duties does not make or participate in making recommendations or placing orders for Clients.

Scout General Access Person means any other Access Person not mentioned above.

Limits on Trading

All Access Persons are subject to certain pre-clearance requirements and/or designated restrictions relating to transactions in Covered Securities (as defined under the Section “Definitions”.) Except for those transactions listed below, all Access Persons must obtain pre-clearance for all purchase or sales in Covered Securities. Scout may authorize or deny any pre-clearance request based upon the obligations contained in this Policy and the overall Code of Ethics.

Pre-clearance requests must be submitted via an electronic system (Schwab Compliance Technologies) or, in limited circumstances (e.g. Limited Offerings or in the event of a system malfunction) through a form as directed by the Chief Compliance Officer. If the request is approved, the authorization is valid until the end of the next business day following the approval or in the case of a Limited Offering as directed by SI’s Chief Compliance Officer. Any personal trade subject to these pre-clearance requirements that is placed as a “limit order” must also be placed as a “day order.” The following purchases or sales in Covered Securities are exempt from the above pre-clearance requirements:

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Purchases or sales by a Board Access Person that does not involve a Limited Offering;

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Purchases or sales in an account which an Access Person has no direct or indirect influence or control;

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Purchase or sales of securities which are non-voluntary on the part of the Access Person, including mergers, recapitalizations or similar transactions;

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Purchases or sales pursuant to an Automatic Investment Plan ;

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Purchases that are part of an issuer’s automatic dividend reinvestment plan;

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

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Purchases or sales in exchange traded funds and notes; or

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Purchases or sales in open-end investment company shares.

Access Persons desiring to invest in a Limited Offering must receive prior authorization from SI’s Chief Compliance Officer, or their designee. The Chief Compliance Officer, or their designee, will consider certain factors, including without limitation, applicable federal securities laws, the likelihood of a Client buying the Limited Offering, whether the Limited Offering is appropriate for a Client or any circumstances surrounding the Access Person’s opportunity to acquire the Limited Offering.

Restricted Trades

Scout prohibits the following transactions of a Covered Security in which a Scout General Access Person or Scout Investment Access Person has Beneficial Ownership:

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The sale of a Covered Security on the Restricted List within thirty (30) days of purchase at a price greater than any purchase within the thirty (30) day period, provided the Scout General Access Person or Scout Investment Access Person may still sell the Security and disgorge any difference in the sale and purchase price;

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The writing of an option to purchase or sell a Covered Security on the Restricted List.

In addition, Scout prohibits the following purchases or sales of a Covered Security in which a Scout Investment Access Person has Beneficial Ownership:

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The purchase or sale of a Covered Security on the Restricted List, unless: (i) the issuer of the Security has a market capitalization greater than $5 billion; and (ii) the proposed transaction involves less than $100,000 of the issuer’s Securities. Trades on sequential business days are aggregated in calculating the $100,000 limit.

A Covered Security will be placed on the Restricted List if the Covered Security is held in an SI Client discretionary account, provided that the Restricted List will not include shares of an Investment Company.

Scout also prohibits the following purchases or sales of a Covered Security in which a Reams General Access Person or a Reams Investment Access Person has beneficial ownership:

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The purchase or sale of a Covered Security on the same day in which any Reams Access Person knows that a Client Account has a pending “buy” or “sell” order in that same Covered Security.

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The sale of a Covered Security of a type permitted to be held by a Fixed Income Client (“Reams Permitted Client Security”) within sixty (60) days of purchase at a price greater than any purchase within the sixty (60) day period, provided the Reams General Access Person or Reams Investment Access Person may still sell the Security and disgorge any difference in the sale and purchase price.

In addition, Scout prohibits the following purchases or sales of a Covered Security in which a Reams Investment Access Person has beneficial ownership:

•

The purchase or sale of a Covered Security that is a Reams Permitted Client Security if the Reams Investment Access Person is aware that a Client account has either executed a trade within seven (7) days or intends to execute a trade within seven (7) days, unless the Reams Investment Access Person: (i) places the same transaction type as the Client’s transaction, (e.g., buy or sell); (ii) places the order after the execution of the Client’s transaction; and (iii) receives a price that is not better than the price received by the Client.

The Chief Compliance Officer may waive any of the above limitations for any Access Person provided the Access Person did not foresee the circumstances relating to the sale at the time of the purchase or the limitations on the transaction would otherwise cause great hardship to the Access Person. The Chief Compliance Officer must maintain a record of any exemptions made pursuant to this paragraph.

Prohibited Trades

All Supervised Persons are prohibited from trading based upon material non-public information, in accordance with Scout’s Policy on Insider Trading. All Supervised Persons are subject to blackout restrictions pertaining to transactions in a Covered Security that he or she has Beneficial Ownership. A Blackout List will be maintained by a designated Compliance Officer and a Covered Security will be placed on the Blackout List if the Compliance Officer, in consultation with the Chief Compliance Officer and/or other appropriate personnel, determines that a Supervised Person has Material Non-Public Information (as defined in Scout’s Policy on Insider Trading.) Access Persons are prohibited from purchasing or selling a Covered Security on the Blackout List.

Reporting Requirements for Access Persons

Access Persons

Except as described below, all Access Persons are required to:

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File a Brokerage Accounts Report no later than 10 days after being designated as an Access Person.

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File an Initial Holdings Report no later than 10 days after being designated as an Access Person.

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File an Annual Holdings Report by January 30 ^th each year for the previous twelve months beginning January 1 ^st and ending December 31 ^st .

•

File a Quarterly Transactions Report no later than 30 days after the end of each calendar quarter.

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Notify each firm that maintains a brokerage account for them, or a Family Member, of their association with Scout and the requirement to receive duplicate copies of confirmations and periodic statements.

Brokerage Accounts Report

Every Access Person must submit a Brokerage Accounts Report no later than 10 days after the individual is designated as an Access Person. Each Access Person must disclose in this record each brokerage account in which they have any Beneficial Ownership (including the broker firm’s name and the account number.) The statement also must include the brokerage account(s) for any Family Member of the Access Person. It is the responsibility of each Access Person to notify each firm through which they or a Family Member maintains an account of their affiliation with Scout. This record must be updated if new outside brokerage accounts are opened or closed at any time after the initial record is submitted and confirmed.

Upon submission of this statement a designated Compliance Officer will send a request to receive duplicate confirmation and periodic statements. It is the Access Person’s responsibility to ensure that the Compliance Department’s request is honored.

Initial Holdings Report

Every Access Person must submit an Initial Holdings Report no later 10 days after the individual is designated as an Access Person. Information contained in the report must be current as of a date not more than 45 days prior to the date the individual becomes an Access Person. The Initial Holdings Report must contain the following information for each Covered Security in which the Access Person or Family Member has any direct or indirect Beneficial Ownership:

•

The title and type of each Covered Security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount;

•

The name of any broker, dealer or bank with whom the Scout Access Person maintained an account in which any Securities were held for the direct or indirect benefit of the Scout Access Person;

•

The date the report is submitted by the Scout Access Person.

Quarterly Transaction Reports

Every Access Person must submit a Quarterly Transaction Report, no later than 30 days after the end of each calendar quarter with the following information for transactions in any Covered Security in which the Access Person or Family Member has any direct or indirect Beneficial Ownership:

•

The date of each transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares, and the principal amount;

•

The nature of the transaction that is, a purchase, sale or other type of acquisition or disposition;

•

The price at which the transaction was effected;

•

The name of each broker, dealer, bank, or other financial institution maintaining a brokerage or other account for the Scout Access Person or Family Member and the account number assigned to it; and

•

The date the report is submitted.

The Access Person will not have to submit a Quarterly Transaction Report if duplicate trade confirmations or accounts statements are received by Scout within 30 days after the end of the applicable calendar quarter and contain the necessary information listed above. The Access Person will be responsible for confirming that the duplicate confirmations or account statements meets these requirements within 30 days after the end of the applicable calendar quarter.

Annual Holdings Report

Every Access Person must submit an Annual Holdings Report by January 30 ^th of each year. Information contained in the report must be current as of a date not more than 45 days prior to the date the Access Person submits the report.

The Initial Holdings Report and Annual Holdings Report must contain the following information for each Covered Security in which the Access Person or Family Member has any direct or indirect Beneficial Ownership:

•

The title and type of each Covered Security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount;

•

The name of any broker, dealer or bank with whom the Scout Access Person maintained an account in which any Securities were held for the direct or indirect benefit of the Scout Access Person; and

•

The date the report is submitted by the Access Person.

Reporting Exemptions

Access Persons are not required to report:

•

Transactions in accounts or Securities held in accounts over which the Access Person has no direct influence or control (e.g., third-party fully discretionary managed account); and

•

Transactions effected pursuant to an Automatic Investment Plan.

Review of Access Person Reports

A designated Compliance Officer within the Compliance Group will assess Access Person trading activities and compare these activities to trading activity with certain accounts managed by SI, Reams, or other affiliates of Scout as appropriate. Any violations of the Code of Ethics shall be reported promptly to the Scout Chief Compliance Officer. Factors that will be considered in assessing personal trading activity include one or more of the following, but may not necessarily be limited to:

•

The nature of the Access Person’s role relative to Client accounts;

•

The Access Person’s access to nonpublic information regarding Client holdings;

•

The timing of the Access Person’s receipt of information that contributes to that person being an Access Person (e.g., knowledge of trade activity before or shortly after trade placed by a Client account reflects different risk profile than receipt of a recommended list once a quarter);

•

Impact of SI, or affiliates of Scout trading volume in a particular security in comparison to market trading volume;

•

Proximity of the Access Person trade in relation to a Client trade and whether the trade took place before or after the trade within the Client account;

•

Potential that an Access Person’s trading activity represents conduct prohibited by a Reportable Fund;

•

Patterns of trading activity within the Access Person’s account, and within a Client account if the Access Person has a vital role supporting the investment decisions in the Client’s account.

Certifications

Each Supervised Person will be provided a copy of the Code of Ethics and must certify in writing no later than 30 days after receipt that they have received the Code Ethics, read and understand the Code of Ethics and agree to comply with the applicable terms of the Code of Ethics. Scout will provide any amendments to the Code of Ethics and will require all Supervised Persons to certify in writing that they have received, read and understand the amendments. Each year the Chief Compliance Officer or compliance officer designated by the Chief Compliance Officer will conduct an annual meeting with all Supervised Persons to review the Code of Ethics and will require all Supervised Persons to annually certify that they have read, understood and complied with the Code of Ethics, that they have made all of the reports required by the Code of Ethics and have not engaged in any prohibited conduct.

Reporting Violations

All Supervised Persons are required to promptly report any actual, apparent or suspected violations of the Policy to the Chief Compliance Officer. If the Chief Compliance Officer or another compliance officer is not available the individual should report the violation to their immediate supervisor who is then responsible for reporting it to the Chief Compliance Officer. All reports will be treated confidentially to the extent permitted by law and investigated promptly.

Reporting to SI Board of Directors

At least annually, the Chief Compliance Officer of SI shall provide to the Scout Investments Board, a written report to: (i) describe any issues arising under the Code of Ethics or procedures since the last report to the board of trustees, including but not limited to, information about material violations of the Code of Ethics and sanctions imposed in response to the material violation; (ii) identify any recommended change to existing restrictions or procedures based upon the experience under the Code of Ethics, evolving industry practices and developments in applicable laws and regulations; and (iii) certify that SI has adopted policies and procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

Amendments to the Code of Ethics

The board of directors of SI must approve any material amendment to the Code of Ethics no later than six months following the amendment.

Sanctions

Upon discovering a violation of this Policy, Scout and or Raymond James Financial may impose such sanctions as it deems appropriate, including, but not limited to, a letter of censure, discouragement of profits, suspension or termination of the violator’s employment. For more information, please see the attached Exhibit A.

Records

Scout will be responsible for maintaining the following records:

A copy of the Code of Ethics;

A record of each Access Person;

A record of any violation of the Code of Ethics and of any actions taken as a result of the violation;

A copy of each written acknowledgement as described in the Section entitled “Certifications”;

A copy of each report made by an Access Person as required under the Code of Ethics, including any information provided in lieu of reports in the form of duplicate trade confirmations or account statements;

A record of any decisions, and the reasons supporting the decision, to approve the acquisition of securities in a Limited Offering by an Access Person; and

A complete description of Scout’s recordkeeping responsibility under this Code of Ethics is contained in the Books and Records Policy.

Definitions

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

“Beneficial Ownership” shall be interpreted in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934.

“Client” means an investment client of SI.

“Control” or “Controlled” shall be interpreted in accordance with Section 2(a)(9) of the Investment Company Act of 1940.

“Covered Security” means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940 and Section 2(a)(36) of the Investment Company Act, except that it does not include: (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificate of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by money-market funds; (iv) shares issued by open-end registered investment companies other than a Reportable Fund; (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies other than a Reportable Fund.

“Family Member” means any individual who is a member of a Supervised Person’s immediate family who lives in the Supervised Person’s household.

“Fixed Income Client” means any Client of SI that is managed by a portfolio manager within the Reams Asset Management division.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“Investment Company” means a company registered as such under the Investment Company Act of 1940, including but not limited to, open-end mutual funds, close-end mutual funds, and unit investment trusts, but does not include a money market mutual fund.

“Limited Offering” means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505 or Rule 506 adopted thereunder.

“Purchase or sale of a Covered Security” means the purchase or sale of a Covered Security, including the writing of an option to purchase or sell a Covered Security, in which the Access Person or their Family Member has Beneficial Ownership.

“Reportable Fund” means any Investment Company for which SI acts as subadviser or investment adviser as defined in Section 2(a)(20) of the Investment Company Act of 1940 or any Investment Company whose investment adviser or principal underwriter Controls Scout, is Controlled by Scout or is under common Control with Scout.

“Security” or “Securities” means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940 and Section 2(a)(36) of the Investment Company Act of 1940.

APPENDIX A – SCHEDULE OF SANCTIONS

This Schedule is intended to provide guidance in response to specific violations of the Code of Ethics, including the Personal Trading Policy. Any other violations of the Code of Ethics or Personal Trading Policy (e.g., improper frequent trading, use of material non-public information) will be handled on a case-by-case basis and can result in any of the penalties listed below. Depending on the nature of a violation, the penalty (e.g., suspension of trading privileges) may be imposed regardless of the timing or number of occurrences. Nothing in this Appendix should be viewed as limiting the ability of Scout or Raymond James to impose additional employment sanctions up to and including suspension or termination of employment for failing to abide by the Code of Ethics or Personal Trading Policy.


Pre-Clear Violation*
1 ^st		Informal Warning

2 ^nd		Written Warning

3 ^rd		Suspension of Trading Privileges

*	If an employee fails to obtain prior authorization and the trade would have been prohibited under the Policy, in addition to the penalties list above, the employee will be required to disgorge any profits resulting from the personal trade.


Late Reporting
1 ^st		Informal Warning

2 ^nd		Written Warning

3 ^rd		Suspension of Trading Privileges


Inaccurate or Failure to Report
1 ^st		Informal Warning

2 ^nd		Written Warning

3 ^rd		Suspension of Trading Privileges

For this schedule, accumulation of violations will be based on a rolling 12 month period. However, an accumulation of 3 or more warnings during the course of an employees’ employment with Scout can result in the suspension of that employees’ trading privileges.

CODE OF ETHICS

WILLIAM BLAIR FUNDS

WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC

The objective of William Blair Investment Management, LLC (“William Blair”) as the investment adviser to clients, including the William Blair Funds, and as a sub-adviser to other registered investment companies (together with the William Blair Funds, individually, a “Fund” and collectively, the “Funds”), is to provide the highest level of professional conduct and service to these clients and Funds. One of the most important requirements that William Blair’s goal of professional service imposes is that all transactions for the Funds and other clients of William Blair have priority over the personal transactions of those individuals involved with the Funds and their operations and with other clients of William Blair.

William Blair recognizes that, as a fiduciary to its clients, it owes a duty to all of its clients to avoid conflicts of interest and to act solely in the best interests of its clients. Accordingly, each partner (or other person occupying a similar status or performing similar functions) and employee ¹ of William Blair, and any other person who provides investment advice on behalf of William Blair and is subject to William Blair’s supervision and control (each, a “supervised person”), ² is required to comply with all applicable federal securities laws.

Consequently, it is imperative that any information that any person obtains regarding the Funds’ and other clients’ investment plans be held in strictest confidence, and never be used to the advantage of anyone but the Funds and the other clients, respectively. This obligation to avoid personal advantage from such information extends to all of the Funds’ officers and trustees, as well as to all of William Blair’s partners and employees. In carrying out their obligation to monitor the Funds’ pursuit of their respective investment objectives, the Funds’ respective trustees may, on occasion, acquire “inside” information regarding the Funds’ portfolio transactions. Any such knowledge would impose upon the Funds’ trustees the obligation to avoid personal use of such information.

This Code of Ethics is applicable to William Blair Funds and to William Blair with regard to its activities for all of its investment management clients, including the Funds. This Code of Ethics is also applicable to persons associated with William Blair & Company, L.L.C. ³ who meet the definition of “Access Person” below. William Blair will identify each supervised person and Access Person (defined below) and provide each with a copy of this Code of Ethics and any amendments thereto. Each supervised person and Access Person will provide a written acknowledgement of their receipt and review of the Code of Ethics and their obligations thereunder, and any amendments thereto, to William Blair’s Chief Compliance Officer (the “CCO”). Each supervised person and Access Person will promptly report any known or suspected violations of the Code of Ethics to the CCO.

¹	For purposes of this Code of Ethics, ‘employee’ also shall mean any employee of an affiliate of William Blair who, in connection with his or her regular duties, performs functions for William Blair.

²	Temporary workers, consultants, and independent contractors whose tenure with William Blair is expected to exceed 90 days also are considered ‘supervised persons’, unless granted an exception by William Blair’s CCO.

³	References to William Blair & Company, L.L.C. in this Code of Ethics are limited to William Blair & Company, L.L.C.’s status as principal underwriter for the William Blair Funds.

1. Definitions.

a. The “President” is the Principal Executive Officer of the William Blair Funds.

b. An “Access Person” means:

Each partner of William Blair who, in connection with his or her regular duties, performs functions for William Blair (or other person occupying a similar status or performing similar functions);

ii.

Any supervised person of William Blair who (i) has access to nonpublic information regarding any client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Fund, or (ii) is involved in securities recommendations to clients or who has access to nonpublic recommendations; ⁴

iii.

An officer or trustee of the William Blair Funds who is an “interested person” of the William Blair Funds as defined in Section 2(a)(19) of the Investment Company Act of 1940;

iv.

A partner, an officer (or other person occupying a similar status or performing similar functions), or employee of the William Blair Funds or William Blair (including William Blair & Company, L.L.C.), or of any company in a control relationship to the William Blair Funds or William Blair (including William Blair & Company, L.L.C.), but excluding Independent Trustees, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

A natural person in a control relationship to the William Blair Funds, William Blair, or William Blair & Company, L.L.C. (other than an Independent Trustee) who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities (defined below) by a Fund.

⁴

Any temporary worker, consultant, or independent contractor who has access to nonpublic information regarding any clients’ purchase or sale of securities, nonpublic information regarding the portfolio holdings of any Fund, or nonpublic securities recommendations for clients is deemed an Access Person, regardless of his or her expected tenure, and is subject to disclosure and reporting requirements under the Code of Ethics, unless otherwise granted an exception by the CCO.

For purposes of this Code of Ethics, an account which is managed by William Blair or any of its affiliates, which is not a registered investment company and in which Access Persons or other partners of William Blair hold interests (“Private Fund Account”) will not be deemed an Access Person hereunder if the aggregate beneficial ownership of all Access Persons and partners of William Blair in such Private Fund Account represents less than 10% of the total interests in the Private Fund Account.

c. “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

d. An “Independent Trustee” is any trustee of William Blair Funds who is not an “interested person” of the Fund as defined in Section 2(a) (19) of the Investment Company Act of 1940.

e. A person does not become an Access Person simply by virtue of the following:

assisting in the preparation of public reports, or receiving public reports in the normal course of his or her duties (this exception does not include receiving information about nonpublic recommendations or trading); or

ii.

a single instance of obtaining knowledge of nonpublic recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge.

f. A Covered Security is “being purchased or sold” by a Fund from the time when the person or persons with the authority to make investment decisions for the Fund decides to purchase or sell a specified amount of the Covered Security within a specified price range until the earlier of the time when the sale or purchase has been completed or the time when the price range is first exceeded.

g. A Covered Security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

h. The “beneficial ownership” of a Covered Security shall be determined hereunder in the same manner as under Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which the person has or acquires. Specifically, a person will be regarded as having beneficial ownership of (i) any Covered Security, title to which can vest or revest in that person, (ii) any Covered Security held in another’s name, if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains therefrom benefits substantially equivalent to those of ownership, and (iii) any Covered Security owned by (A) the person’s spouse or minor children, (B) a trust of which the person, or the person’s spouse or minor children, is or are named (individually or by class) as beneficiaries and have a present beneficial interest, or (C) immediate family ⁵ of the person who share the person’s home.

⁵	The term ‘immediate family’ shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

i. “Control” shall have the same meaning as that set forth in Section 2(a) (9) of the Investment Company Act of 1940.

j. The term “purchase or sale of a Covered Security” includes, inter alia, the buying or writing of an option to purchase or sell a Covered Security and any security convertible into or exchangeable for such Covered Security.

k. The term “Covered Security” shall mean a “security” as that term is defined in Section 2(a)(36) of the Investment Company Act of 1940, as well as futures and commodities, except that it does not include direct obligations of the Government of the United States, bankers’ acceptances, bank and savings and loan association accounts, high quality short-term debt instruments (including repurchase agreements), certificates of deposit, commercial paper, or shares of registered open-end investment companies. However, for Access Persons the term “Covered Security” shall also mean shares of a Fund.

l. A “Securities Account” is any account that holds or can hold a Covered Security.

m. A person will “indirectly” effect a transaction if, but only if, the person knowingly causes or influences another person to effect the transaction.

n. The “Supervisory Committee” shall consist of the President, any other trustee of the William Blair Funds who is an “interested person” of the William Blair Funds, the CCO, and such other persons as are designated by the Supervisory Committee.

o. “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

p. “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to rule 504, rule 505 or rule 506 thereunder.

q. “Portfolio management team” includes the portfolio manager(s) with investment management responsibilities for specific clients, as well as any dedicated analyst(s) and portfolio assistant(s) who support such portfolio manager(s).

r. “Compliance Department” means William Blair Investment Management, LLC’s Compliance Department.

2.	Exempted Transactions.

The prohibitions and reporting requirements of Sections 3, 4 and 5 of this Code of Ethics do not apply to the following items:

a. Transactions effected or securities held in any account over which a person has no direct or indirect influence or control.

b. Transactions effected pursuant to an Automatic Investment Plan. ⁶

3.	Prohibitions.

a. Except as provided in Section 2 of this Code of Ethics, no Access Person may purchase or sell, directly or indirectly, a Covered Security in which such Access Person has, or by reason of such transaction acquires or sells, any beneficial ownership, if the Access Person knew or reasonably should have known at the time of such purchase or sale that the security was being purchased or sold by a Fund or other client, ⁷ or was being considered for such purchase or sale.

b. No Access Person may disclose to any person any non-public information regarding transactions in any Covered Security being purchased or sold by a Fund or other client, or being considered for such purchase or sale. This prohibition does not apply to disclosures among such Access Persons in connection with their performance of duties for a Fund or other client.

c. The purchase and sale, or the sale and purchase, by an Access Person of the same Covered Security (other than a Fund) within thirty (30) calendar days and at a net profit is prohibited. This prohibition applies without regard to tax lot considerations. ⁸ Involuntary calls of an option written by an Access Person are excluded; however, purchases and sales of options occurring within 30 days resulting in profits are prohibited. Profits from trading within any 30-day period will require disgorgement. For purposes of counting the 30 days, multiple transactions in the same Covered Security will be counted in such a manner as to produce the shortest time period between transactions. This prohibition includes short sales. Sales at original purchase price or at a loss are not prohibited. All other exceptions require advance written approval from the CCO (or designee). Access Persons are responsible for ensuring that the 30-day rule is observed when preclearance requests are made.

d. Purchases of the Funds are required to be held by Access Persons for at least sixty (60) calendar days. ⁹ This prohibition applies without regard to tax lot considerations and without regard to profitability. Profits from any sale before the 60-day period expires will require disgorgement. Any applicable redemption fees will also apply. Any exceptions require advance written approval from the CCO (or designee).

⁶	However, any transaction that overrides the pre-set schedule or allocations of the Automatic Investment Plan is not exempt (i.e., it must be pre-cleared and reported).

⁷	The definition of “client” shall not include participants in a wrap fee program or manager selection program for the purposes of the prohibitions set forth in Sections 3.a, 3.e and 3.g of this Code of Ethics.

⁸	Multiple purchases (or short sales) within the preceding 30 days will be averaged to determine if there is a profit.

⁹	Purchases of the Funds made pursuant to an Automatic Investment Plan are also exempt.

e. No Access Person may trade in a Covered Security (other than a Fund) if a client order for that security is open, except where an open client limit order is away from the current market price at the time the Access Person’s order is received.

f. No Access Person may trade a Covered Security (other than a Fund) for two (2) business days from the time William Blair initiates coverage or changes a rating of a Covered Security, or otherwise has a Covered Security under review. If the announcement of the initiation of coverage, rating change or other review of a Covered Security occurs after the opening of the market on a given day, the security will be restricted for the remainder of that trading day plus the following 2 business days.

g. No Access Person who is a member of a portfolio management team may trade in a Covered Security within 7 calendar days prior to any of the advisory or discretionary clients of that portfolio management team that are trading in that same security. Further, no member of that portfolio management team may trade a Covered Security in the opposite direction of a client within two (2) business days after any of the clients of that portfolio management team. However, unless restricted by other sections of this Code of Ethics, a trade by the portfolio management team may immediately follow the client trade so long as the portfolio management team trade is consistent with the client trade (i.e., the trades for both the client and the member of the portfolio management team are both buys or both sells).

h. No Access Person may accept or give any gift or other thing of more than de minimis value from or to any person or entity that does business with or on behalf of a Fund or other client. For purposes of this Code of Ethics, de minimis is defined as reasonable and customary business entertainment, such as lunch, dinner or tickets to sporting or cultural events, but does not include trips or similar activities. Any solicitation of gifts or entertainment is unprofessional and is strictly prohibited.

i. No Access Person may personally or beneficially acquire for his or her account any security in an Initial Public Offering.

j. No Access Person may personally or beneficially acquire any security described by an underwriter as a “hot issue” public offering or “new issue.”

k. No Access Person may purchase any security offered in a Limited Offering without prior approval from the Compliance Department. Consideration will take into account whether or not the investment opportunity should be reserved for a Fund.

l. No Access Person may serve on Boards of Directors of publicly traded companies without prior authorization from the Supervisory Committee, which would base its determination upon whether the board service would be consistent with the interests of William Blair or the Funds.

m. Notwithstanding the prohibitions set forth above in Sections 3.e, 3.f and 3.g, preclearance requests for transactions in individual securities contained in the Standard & Poor’s 500 Index , not to exceed 500 shares, will be approved unless they conflict with the 30-day short-term profit restriction in Section 3.c.

4.	Reporting.

a. Except as provided in Section 2 of the Code of Ethics, each Access Person must report to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) the information described in Section 4.c of this Code of Ethics with respect to any transaction in which the Access Person has, had, or by reason of such transaction acquired any direct or indirect beneficial ownership in Covered Securities.

b. Except as provided in Section 2 of this Code of Ethics, each Independent Trustee must report to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) the information described in Section 4.c of this Code of Ethics with respect to any transaction of which the Independent Trustee is aware in a Covered Security in which the Independent Trustee has, or by reason of such transaction acquires, any beneficial ownership if such Independent Trustee at the time of the transaction knew, or in the ordinary course of fulfilling the Independent Trustee’s official duties as a trustee of the Fund should have known, that, during the fifteen-day period immediately preceding or after the date of the transaction, the security was purchased or sold by a Fund, or was being considered for such purchase or sale.

c. Every such required report must be made no later than thirty days after the end of the calendar quarter in which the transaction with respect to which the report relates is effected and must contain the following information:

the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date and number of shares, and the principal amount of each Covered Security involved;

ii.

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

iii.

the price at which the transaction was effected;

iv.

the name of the broker, dealer, bank or other party with or through whom the transaction was effected; and

the date of the report.

d. Each Access Person shall arrange to have duplicate brokerage statements and confirmations for each account in which the Access Person has beneficial ownership sent directly to William Blair’s Investment Management Compliance Department and such other person or persons as may be designated by the Supervisory Committee from time to time. If a confirmation for the reporting Access Person’s transaction includes the required information, the form of report under Section 4.c may be a copy of the confirmation involved.

e. Each Access Person will, no later than 30 days after the end of a calendar quarter, provide to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) a report with respect to accounts established with any broker during the quarter in which the Access Person has beneficial ownership. Such report will contain the name in which the account is maintained, the name of the broker, dealer or bank where the account was established, the date the account was established and the date the report is submitted.

f. Access Persons who have obtained prior authorization to acquire securities in a Limited Offering, or who otherwise hold securities previously acquired in a Limited Offering, are required to disclose that investment in any subsequent consideration by a Fund of an investment in the private placement issuer.

g. Each Access Person shall provide the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) with a schedule of all personal securities holdings upon commencement of employment (or upon becoming an Access Person) and annually thereafter. The initial report shall be made within 10 calendar days after commencement of employment (or upon becoming an Access Person) and shall include the following information (which information must be current as of a date no more than 45 days before the date the person becomes an Access Person). Annually thereafter, the report shall include the following information as of a date no more than 45 days prior to the date the report was submitted.

the title and, as applicable, the exchange ticker symbol or CUSIP numbers, number of shares and principal amount of each Covered Security in which such Access Person has any direct or indirect beneficial ownership;

ii.

the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of such Access Person, the name in which the account is maintained and the number of the account (or if no such account is maintained, a statement to that effect); and

iii.

the date the report is submitted by the Access Person.

Annual reports shall be submitted within 30 calendar days after the last day of each calendar year. Unless otherwise required by the Supervisory Committee, this obligation may be fulfilled by providing the Supervisory Committee with a copy of such Access Person’s brokerage account statements, provided that (1) such statements contain in the aggregate all of the information called for above and (2) such Access Person indicates that he or she has reviewed the statements for accuracy and completeness by signing the copy of each statement submitted to the Supervisory Committee.

h. Any report made pursuant to this Section 4 may contain a statement that the report may not be construed as an admission by the Access Person making the report that the Access Person has any beneficial ownership interest in the Covered Security to which the report relates.

i. The CCO shall establish procedures to enforce this Code of Ethics and shall designate one or more persons who shall be responsible for reviewing the transaction and holding reports made pursuant to this Section 4. No member of the Compliance Department shall review his own reports, and such reports shall be reviewed by a compliance or management person who is senior to such person.

5.	Maintenance of Securities Accounts and Preclearance of Personal Securities Transactions.

a. All Securities Accounts in which an Access Person has beneficial ownership must be maintained at a brokerage firm approved by the Compliance Department. Under limited circumstances, the Compliance Department may grant exceptions to this requirement upon written request from the Access Person. Any such request must be in writing and shall set forth in reasonable detail the facts and circumstances to support the request.

b. All Access Persons must ‘preclear’ their personal purchases or sales of Covered Securities (other than the Funds) prior to their execution with the person or persons designated by the Supervisory Committee to perform the preclearance function. ¹⁰ All preclearance requests must be made between 9:00 a.m. (Central time) and the close of regular trading hours of the New York Stock Exchange (which is generally 3:00 p.m. Central time) on each day when the exchange is open. If authorization is granted, it is effective until the earlier of: (1) its revocation; or (2) the close of business of the same trading day that the authorization is granted. If the order for the transaction is not executed within that period, a new advance authorization must be obtained before the transaction is placed.

c. Access Persons shall execute all transactions in Covered Securities subject to the reporting requirements of Section 4.a for an account in which the person has beneficial ownership through a brokerage firm approved by the Compliance Department, unless an exemption is obtained from the Compliance Department.

d. Access Persons may engage in short sales and margin transactions and may purchase or sell options, provided they receive preclearance and meet all other applicable requirements under this Code of Ethics.

6.	Violations.

Upon discovering a violation of this Code of Ethics, the Supervisory Committee shall impose the penalties described below upon supervised persons and Access Persons. William Blair shall inform the Funds’ Board of Trustees (the “Board”) of any discovered violations by a supervised person, an Access Person or members of the Board, and the Board shall have the authority and power to discipline its members for such violations.

Penalties will be assessed according to the following penalty chart.

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Minor Offenses

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First minor offense – Verbal warning;

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Second minor offense – Written notice;

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The Supervisory Committee currently has designated the CCO and the other members of the Compliance Department to pre-approve all transactions by Access Persons. Access persons are currently required to submit their preclearance requests, as well as the reports described in Section 4, via the Schwab Compliance Technologies (“SCT”) automated compliance monitoring system. The CCO, the other members of the Compliance Department and such other persons as may be designated by the CCO shall be responsible for administering the SCT system.

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Third minor offense – $1,000 fine to be donated to charity. ¹¹

Minor offenses include (but are not limited to) the following: failure or late submissions of quarterly transaction reports and other certifications, and conflicting pre-clearance request dates versus actual trade dates.

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Substantive Offenses

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First substantive offense – Written notice (in addition to disgorgement of profits);

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Second substantive offense – $1,000 fine (in addition to disgorgement of profits) to be donated to charity;

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Third substantive offense – $2,500 fine (in addition to disgorgement of profits) to be donated to charity.

Substantive offenses include (but are not limited to) the following: violations of the prohibitions described in Section 3 above, including but not limited to the unauthorized purchase/sale of restricted investments, material violations of trading blackouts, failure to request trade pre-clearance, and violations of the short-term trading prohibitions.

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Serious Offenses

Trading with insider information and/or “front running” a client is considered a “serious offense.” The Supervisory Committee will take appropriate steps, which may include suspension or termination of employment. The Board will be informed immediately of any serious offense.

If a Minor or Substantive Offense occurs two or more years after a prior such offense, it will be considered a first offense unless determined otherwise by the Supervisory Committee. The Supervisory Committee may deviate from the penalties listed above where it determines that a more or less severe penalty is appropriate based on the specific circumstances of that situation. For instance, repeated minor or substantive offenses may result in suspension or termination of employment.

7.	Miscellaneous.

a. No knowledge or information regarding a Fund’s portfolio transactions will be imputed to an Independent Trustee by reason of a meeting of the Board if the trustee did not attend the portion of the meeting at which the information was discussed.

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All fines will be made payable to the violating person’s charity of choice (reasonably acceptable to the Supervisory Committee and either turned over to the Supervisory Committee, which in turn will mail the donation check on behalf of the violating person, or the violating person will provide evidence of payment satisfactory to the Supervisory Committee that the payment has been made.

b. No report is required under Section 4.c of this Code of Ethics to the extent that the information therein would duplicate information recorded under subsections 12 or 13 of Rule 204-2(a) under the Investment Advisers Act of 1940, provided that such information shall be provided automatically to the Supervisory Committee.

c. Covered Securities, and transactions in Covered Securities, may be exempted (individually or by class) from Section 3.a hereof by the Supervisory Committee on a finding that the purchase or sale involved is only remotely potentially harmful to the Fund or other client because, e.g., the purchase or sale would be very unlikely to affect a highly institutional market. The Supervisory Committee may also exempt the sale of a Covered Security by an Access Person under unusual circumstances, such as a personal financial emergency, which shall be reported to the Board as part of the annual report on the Code of Ethics.

d. The fact that a Covered Security has been the subject of a formal or informal research report shall not, in and of itself, indicate that the Covered Security is under consideration for purchase or sale. For purposes hereof, it shall not be considered that any Access Person knew, or should have known, that a Covered Security was under consideration for purchase or sale, or that the Covered Security had been purchased or sold, solely on the basis of receipt of a research report thereon.

e. No Covered Security purchase or sale by an Access Person will prevent the President (or other person controlling investments) from purchasing or selling the Covered Security for a Fund or other client.

f. William Blair and the Funds shall submit this Code to the Board of Trustees of the Funds for approval within the time frames required by Rule 17j- 1 of the Investment Company Act of 1940. Any material changes to this Code shall be submitted to such Board within six months of such change.

g. On an annual basis, William Blair and the Funds shall provide a written report that: summarizes existing procedures concerning personal investing and any additional procedures adopted during the year; describes any material issues arising under the Code of Ethics or such procedures since the last report, including but not limited to any material violations of the Code of Ethics or such procedures, and any sanctions imposed in response thereto; identifies material conflicts that arose during the year; and identifies any recommended changes in restrictions or procedures based upon William Blair’s or the Funds’ experience under this Code of Ethics, evolving industry practices, or developments in applicable law or regulations. Such report must include any certification required by Rule 17j-l.

h. William Blair shall maintain all records required to be kept under Rule 17j-1 and Rule 204-2 on its own behalf and on behalf of the Funds.

AMENDED: May 9, 2007, February 18, 2010, April 29, 2014, July 1, 2015, and July 31, 2018