As filed with the Securities and Exchange Commission on April 1, 2021.
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. 76
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 77
(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 all series of the Registrant.
EXPLANATORY NOTE
This Post-Effective Amendment No. 76 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. 76 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. 76 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. 76 shall become effective upon filing with the SEC.



PART C. OTHER INFORMATION
Item 28. Exhibits
Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(a)(1) Amendment No. 1 to the Agreement and Declaration of Trust effective September 11, 2007 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Registration Statement on Form N-1A (a)(1) 9/28/2007
(a)(2) Amendment No. 2 to the Agreement and Declaration of Trust effective April 9, 2008 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #2 on Form N-1A (a)(2) 4/21/2008
(a)(3) Amendment No. 3 to the Agreement and Declaration of Trust effective January 8, 2009 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #5 on Form N-1A (a)(3) 4/29/2009
(a)(4) Amendment No. 4 to the Agreement and Declaration of Trust effective January 14, 2010 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #8 on Form N-1A (a)(4) 4/14/2010
(a)(5) Amendment No. 5 to the Agreement and Declaration of Trust effective April 6, 2010 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #9 on Form N-1A (a)(5) 4/30/2010
(a)(6) Amendment No. 6 to the Agreement and Declaration of Trust effective November 11, 2010 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #15 on Form N-1A (a)(6) 4/29/2011
(a)(7) Amendment No. 7 to the Agreement and Declaration of Trust effective January 13, 2011 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #15 on Form N-1A (a)(7) 4/29/2011
(a)(8) Amendment No. 8 to the Agreement and Declaration of Trust effective September 15, 2011 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #20 on Form N-1A (a)(8) 3/2/2012
(a)(9) Amendment No. 9 to the Agreement and Declaration of Trust effective January 12, 2012 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #20 on Form N-1A (a)(9) 3/2/2012
(a)(10) Amendment No. 10 to the Agreement and Declaration of Trust effective June 14, 2012 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #31 on Form N-1A (a)(10) 4/26/2013
(a)(11) Amendment No. 11 to the Agreement and Declaration of Trust effective September 13, 2012 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #31 on Form N-1A (a)(11) 4/26/2013
(a)(12) Amendment No. 12 to the Agreement and Declaration of Trust effective January 16, 2013 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #31 on Form N-1A (a)(12) 4/26/2013
(a)(13) Amendment No. 13 to the Agreement and Declaration of Trust effective April 17, 2013 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #31 on Form N-1A (a)(13) 4/26/2013
(a)(14) Amendment No. 14 to the Agreement and Declaration of Trust effective April 11, 2014 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #38 on Form N-1A (a)(14) 4/29/2014
(a)(15) Amendment No. 15 to the Agreement and Declaration of Trust effective April 14, 2015 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #46 on Form N-1A (a)(15) 5/15/2015
(a)(16) Amendment No. 16 to the Agreement and Declaration of Trust effective April 19, 2016 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (a)(16) 4/28/2016

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(a)(17) Amendment No. 17 to the Agreement and Declaration of Trust effective November 14, 2016 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #54 on Form N-1A (a)(17) 2/17/2017
(a)(18) Amendment No. 18 to the Agreement and Declaration of Trust effective April 21, 2017 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #55 on Form N-1A (a)(18) 4/27/2017
(a)(19) Amendment No. 19 to the Agreement and Declaration of Trust effective November 14, 2017 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (a)(19) 12/19/2017
(a)(20) Amendment No. 20 to the Agreement and Declaration of Trust effective December 19, 2017 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #61 on Form N-1A (a)(20) 2/21/2018
(a)(21) Amendment No. 21 to the Agreement and Declaration of Trust effective May 1, 2018 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (a)(21) 12/7/2018
(a)(22) Amendment No. 22 to the Agreement and Declaration of Trust effective September 13, 2018 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (a)(22) 12/7/2018
(a)(23) Amendment No. 23 to the Agreement and Declaration of Trust effective January 31, 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #68 on Form N-1A (a)(23) 4/26/2019
(a)(24) Amendment No. 24 to the Agreement and Declaration of Trust effective June 19, 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (a)(24) 4/28/2020
(a)(25) Amendment No. 25 to the Agreement and Declaration of Trust effective October 9, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (a)(25) 4/1/2021
(b) By-laws, effective September 6, 2007, most recently amended October 2, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (b) 4/1/2021
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(1) 4/28/2016
(d)(1)(i) Schedule A and Schedule B, effective July 8, 2020, 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 Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #192 on Form N-1A (d)(1)(i) 7/28/2020
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (d)(2) 12/19/2017

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(d)(2)(i) Schedule A and Schedule B, effective July 1, 2020, to the Management Agreement, dated November 15, 2017, between Columbia Management Investment Advisers, LLC, the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #215 on Form N-1A (d)(2)(i) 9/25/2020
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(3) 4/28/2016
(d)(4) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(4) 5/15/2014
(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (d)(4)(i) 12/19/2017
(d)(4)(ii) Amendment No. 2, as of December 16, 2020, to the Subadvisory Agreement, dated April 8, 2010, amended September 20, 2017, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (d)(4)(ii) 4/1/2021
(d)(5) Subadvisory Agreement, dated March 13, 2018, between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (d)(5) 4/27/2018
(d)(6)(i) Amended and Restated Subadvisory Agreement, dated April 26, 2018, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (d)(6)(i) 4/27/2018
(d)(6)(ii) Sub-Subadvisory Agreement, dated April 26, 2018, between BlackRock Financial Management, Inc. and BlackRock International Limited Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (d)(6)(ii) 4/27/2018
(d)(7) Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and BMO Asset Management Corp. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #55 on Form N-1A (d)(6) 4/27/2017
(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(7)(i) 12/7/2018

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(d)(8) Subadvisory Agreement, dated January 2, 2018, between Columbia Management Investment Advisers, LLC and CenterSquare Investment Management LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #61 on Form N-1A (d)(7) 2/21/2018
(d)(9) Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013 (Amendment No. 1), between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors LP Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(9) 5/15/2014
(d)(9)(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 LP Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #41 on Form N-1A (d)(10) 8/20/2014
(d)(9)(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 LP Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #68 on Form N-1A (d)(10)(ii) 4/26/2019
(d)(9)(iii) Amendment No. 4, as of November 20, 2019, to the Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013, June 5, 2014 and January 30, 2019, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors LP Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #206 on Form N-1A (d)(10)(ii) 12/20/2019
(d)(10) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(14) 5/15/2014
(d)(10)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #42 on Form N-1A (d)(16) 8/20/2014
(d)(10)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #57 on Form N-1A (d)(15) 9/18/2017
(d)(10)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(11)(iii) 12/7/2018

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(d)(10)(iv) Amendment No. 4, as of January 26, 2021, to the Subadvisory Agreement, dated April 8, 2010, as amended June 17, 2014, April 21, 2017 and June 28, 2018, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (d)(10)(iv) 4/1/2021
(d)(11) Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Jacobs Levy Equity Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #55 on Form N-1A (d)(16) 4/27/2017
(d)(11)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(12)(i) 12/7/2018
(d)(11)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (d)(12)(ii) 05/20/2019
(d)(12) Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(16) 5/15/2014
(d)(12)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(17) 4/28/2016
(d)(12)(ii) Amendment No. 2, as of October 21, 2019, to the Subadvisory Agreement, dated January 15, 2014, as amended November 19, 2015, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (d)(12)(ii) 4/28/2020
(d)(12)(iii) Amendment No. 3, as of February 5, 2020, to the Subadvisory Agreement, dated January 15, 2014, as amended November 19, 2015 and October 21, 2019 between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (d)(12)(iii) 4/28/2020
(d)(13) Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #55 on Form N-1A (d)(21) 4/27/2017

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(d)(13)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(15)(i) 12/7/2018
(d)(13)(ii) Amendment No. 2, as of November 20, 2019, to the Subadvisory Agreement, dated February 15, 2017, as amended May 31, 2018, between Columbia Management Investment Advisers, LLC and Los Angeles Capital Management and Equity Research, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (d)(13)(ii) 4/28/2020
(d)(14) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(18) 5/15/2014
(d)(14)(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(20) 4/28/2016
(d)(14)(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (d)(17)(ii) 12/19/2017
(d)(15) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(20) 5/15/2014
(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 Morgan Stanley Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(22) 4/28/2016
(d)(15)(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(17)(ii) 12/7/2018
(d)(16) Subadvisory Agreement, dated February 15, 2017, between Columbia Management Investment Advisers, LLC and Nuveen Asset Management, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #55 on Form N-1A (d)(26) 4/27/2017

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(d)(16)(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(18)(i) 12/7/2018
(d)(17)(i) Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Schroder Investment Management North America Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #72 on Form N-1A (d)(17)(i) 5/12/2020
(d)(17)(ii) Sub-Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC, Schroder Investment Management North America Inc. and Schroder Investment Management North America Ltd Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #72 on Form N-1A (d)(17)(ii) 5/12/2020
(d)(17)(iii) Amendment No. 1, dated January 26, 2021, to the Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Schroder Investment Management North America Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (d)(17)(iii) 4/1/2021
(d)(18) Subadvisory Agreement, dated April 18, 2019, between Columbia Management Investment Advisers, LLC and Scout Investments, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (d)(18) 5/20/2019
(d)(19) Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Segall Bryant & Hamill, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #41 on Form N-1A (d)(27) 8/20/2014
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(21)(i) 12/7/2018
(d)(20) Subadvisory Agreement, dated September 14, 2016, between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #53 on Form N-1A (d)(29) 11/14/2016
(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(22)(i) 12/7/2018
(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(22)(ii) 12/7/2018
(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (d)(22)(iii) 5/20/2019

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(d)(21) Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(26) 5/15/2014
(d)(21)(i) Amendment No. 1, as of November 1, 2019, to the Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC (formerly TCW Investment Management Company) Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (d)(20)(i) 4/28/2020
(d)(22) Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Thompson, Siegel & Walmsley LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #74 on Form N-1A (d)(22) 5/18/2020
(d)(23) Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(27) 5/15/2014
(d)(23)(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(24)(i) 12/7/2018
(d)(24) Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(29) 5/15/2014
(d)(24)(i) Amendment No. 1, as of May 13, 2019, to Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (d)(22)(i) 4/28/2020
(d)(25) Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Walter Scott & Partners Limited Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #73 on Form N-1A (d)(24) 5/15/2020
(d)(26) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(30) 5/15/2014
(d)(26)(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #42 on Form N-1A (d)(34) 10/15/2014

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(d)(26)(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #57 on Form N-1A (d)(35) 9/18/2017
(d)(26)(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(26)(iii) 12/7/2018
(d)(26)(iv) Amendment No. 4, as of December 16, 2020, to the Subadvisory Agreement, dated April 8, 2010, as amended July 18, 2014, April 21, 2017 and June 25, 2018, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (d)(26)(iv) 4/1/2021
(d)(27) Subadvisory Agreement, dated June 21, 2017, between Columbia Management Investment Advisers, LLC and Westfield Capital Management Company, L.P. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #57 on Form N-1A (d)(36) 9/18/2017
(d)(28) Subadvisory Agreement, dated March 19, 2019, between Columbia Management Investment Advisers, LLC and William Blair Investment Management, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (d)(26) 5/20/2019
(e)(1) Amended and Restated Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (e)(1) 4/28/2016
(e)(1)(i) Schedule I, effective July 17, 2020, 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. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (e)(1)(i) 4/1/2021
(f) Deferred Compensation Plan, adopted as of December 31, 2020 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #218 on Form N-1A (f) 2/25/2021
(g)(1) Second Amended and Restated Master Global Custody Agreement with JPMorgan Chase Bank, N.A., dated March 7, 2011 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (g)(1) 5/15/2014

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(g)(2) Addendum (related to Columbia Variable Portfolio – Emerging Markets Bond Fund and Columbia Variable Portfolio – Managed Volatility Fund, now known as 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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (g)(2) 5/15/2014
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (g)(3) 4/27/2018
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (g)(4) 12/19/2017
(h)(1) Shareholder Services Agreement by and between the Registrant and Columbia Management Investment Services Corp., dated July 1, 2017 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #57 on Form N-1A (h)(1) 9/18/2017
(h)(1)(i) Schedule A, effective July 1, 2020 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 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (h)(1)(i) 4/1/2021
(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 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #145 on Form N-1A (h)(5) 6/27/2016

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(h)(2)(i) Schedule A, as of June 17, 2020, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective June 17, 2020, 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 Variable Series Trust II Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #192 on Form N-1A (h)(2)(i) 7/28/2020
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #2 on Form N-1A (h)(5) 4/21/2008
(h)(4) Agreement and Plan of Reorganization, dated December 20, 2010 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #15 on Form N-1A (h)(9) 4/29/2011
(h)(5) Agreement and Plan of Redomiciling, dated December 20, 2010 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #15 on Form N-1A (h)(10) 4/29/2011
(h)(6) Agreement and Plan of Reorganization, dated October 9, 2012 Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #117 on Form N-1A (h)(9) 5/30/2013
(h)(7) Agreement and Plan of Reorganization, dated December 17, 2015 Incorporated by Reference Columbia Funds Series Trust 333-208706 Registration Statement on Form N-14 (4) 12/22/2015
(h)(8) Amended and Restated Credit Agreement, as of December 1, 2020 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #217 on Form N-1A (h)(8) 12/23/2020
(h)(9) Master Inter-Fund Lending Agreement, dated May 1, 2018 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Registration Statement on Form N-1A (h)(11) 5/25/2018
(h)(9)(i) Schedule A and Schedule B, effective June 17, 2020, to the Master Inter-Fund Lending Agreement dated May 1, 2018 Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #192 on Form N-1A (h)(8)(i) 7/28/2020
(i)(1) Opinion and consent of counsel as to the legality of the securities being registered Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #38 on Form N-1A (i) 4/29/2014
(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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (i)(2) 12/19/2017

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(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. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #38 on Form N-1A (m)(1) 4/29/2014
(m)(1)(i) Schedule A, effective June 17, 2020, 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. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (m)(1)(i) 4/1/2021
(n) Rule 18f – 3(d) Plan, amended and restated June 17, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (n) 4/1/2021
(o) Reserved.            
(p)(1) Code of Ethics adopted under Rule 17j-1 for Registrant, effective March 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #68 on Form N-1A (p)(1) 4/26/2019
(p)(2) Columbia Threadneedle Investments Global Personal Account Dealing and Code of Ethics, effective December 2020 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #218 on Form N-1A (p)(2) 2/25/2021
(p)(3) American Century Investment Management, Inc. Code of Ethics, updated April 2, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(3) 4/1/2021
(p)(4) AQR Capital Management, LLC Code of Ethics, as amended April 2019 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #349 on Form N-1A (p)(3) 4/25/2019
(p)(5) BlackRock Financial Management, Inc. Code of Ethics, effective April 30, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(5) 4/1/2021
(p)(6) BNY Mellon Code of Conduct (for Walter Scott & Partners Limited) effective November 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #73 on Form N-1A (p)(6) 5/15/2020
(p)(7) BMO Asset Management Corp. Code of Ethics, dated October 30, 2019 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #374 on Form N-1A (p)(9) 4/27/2020
(p)(8) CenterSquare Investment Management LLC Code of Ethics, effective December 5, 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (p)(7) 4/28/2020
(p)(9) Dimensional Fund Advisors LP Code of Ethics, effective January, 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (p)(8) 4/28/2020
(p)(10) J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised December 18, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(10) 4/1/2021

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(p)(11) Jacobs Levy Equity Management, Inc. Code of Ethics, dated January 1, 2016 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (p)(12) 4/27/2017
(p)(12) Loomis, Sayles & Company, L.P. Code of Ethics, effective January 14, 2000, as amended December 16, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(12) 4/1/2021
(p)(13) Los Angeles Capital Management and Equity Research, Inc. Code of Ethics, dated January 7, 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (p)(12) 4/28/2020
(p)(14) Massachusetts Financial Services Company Code of Ethics, effective December 16, 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (p)(13) 4/28/2020
(p)(15) Morgan Stanley Investment Management Inc. Code of Ethics, effective December 11, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(15) 4/1/2021
(p)(16) Nuveen Asset Management, LLC Code of Ethics, dated August 13, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(16) 4/1/2021
(p)(17) Schroder Investment Management North America Inc. Code of Ethics, effective May 1, 2017, revised May 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #72 on Form N-1A (p)(16) 5/12/2020
(p)(18) Scout Investments, Inc. Code of Ethics, effective August 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(18) 4/1/2021
(p)(19) Segall Bryant & Hamill, LLC Code of Ethics, dated October 1, 2018 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #68 on Form N-1A (p)(18) 4/26/2019
(p)(20) T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics, as of December 1, 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (p)(18) 4/28/2020
(p)(21) TCW Investment Management Company LLC Code of Ethics, dated October 27, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(21) 4/1/2021
(p)(22) Thompson, Siegel & Walmsley LLC Code of Ethics, effective September 28, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(22) 4/1/2021
(p)(23) Victory Capital Management Inc. Code of Ethics, effective January 1, 2021 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(23) 4/1/2021
(p)(24) Wells Capital Management Incorporated Code of Ethics, effective July 22, 2020 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #383 on Form N-1A (p)(11) 12/23/2020
(p)(25) Westfield Capital Management Company, L.P. Code of Ethics, as of August 23, 2020 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(25) 4/1/2021
(p)(26) William Blair Investment Management, LLC Code of Ethics, as of July 31, 2018 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (p)(24) 5/20/2019
(q)(1) Trustees’ Power of Attorney to sign Amendments to this Registration Statement, dated January 1, 2021 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (q)(1) 4/1/2021
(q)(2) Power of Attorney for Michael G. Clarke, dated February 1, 2021 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (q)(2) 4/1/2021

 

Exhibit
Number
Exhibit Description Filed Herewith or
Incorporated by Reference
Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing
File No.
of Such
Registrant
Type of
Filing
Exhibit of
Document
in that
Filing
Filing
Date
(q)(3) Power of Attorney for Christopher O. Petersen, dated February 2, 2021 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (q)(3) 4/1/2021
(q)(4) Power of Attorney for Joseph Beranek, dated January 3, 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (q)(4) 4/28/2020
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 information 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 information 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 information 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 information 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 information 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 information 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 information is incorporated herein by reference.
(8) Dimensional Fund Advisors LP 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 information is incorporated herein by reference.
(9) 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 information is incorporated herein by reference.
(10) 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 information is incorporated herein by reference.
(11) 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 information is incorporated herein by reference.
(12) 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 information is incorporated herein by reference.
(13) 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 information is incorporated herein by reference.
(14) 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 information is incorporated herein by reference.
(15) 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 information is incorporated herein by reference.
(16) Schroder Investment Management North America Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Schroder Investment Management North America Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Schroder Investment Management North America Inc. and is incorporated herein by reference. Information about the business of Schroder Investment Management North America Inc. and the directors and principal executive officers of Schroder Investment Management North America Inc. is also included in the Form ADV filed by Schroder Investment Management North America Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15834), which information is incorporated herein by reference.
(17) Schroder Investment Management North America Ltd performs investment management services for the Registrant and certain other clients. Information regarding the business of Schroder Investment Management North America Ltd is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Schroder Investment Management North America Ltd and is incorporated herein by reference. Information about the business of Schroder Investment Management North America Ltd and the directors and principal executive officers of Schroder Investment Management North America Ltd is also included in the Form ADV filed by Schroder Investment Management North America Ltd with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-37163), which information is incorporated herein by reference.
(18) 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 information is incorporated herein by reference.
(19) 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 information is incorporated herein by reference.
(20) 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 information is incorporated herein by reference.
(21) 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 information is incorporated herein by reference.
(22) Thompson, Siegel & Walmsley LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Thompson, Siegel & Walmsley LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Thompson, Siegel & Walmsley LLC and is incorporated herein by reference. Information about the business of Thompson, Siegel & Walmsley LLC and the directors and principal executive officers of Thompson, Siegel & Walmsley LLC is also included in the Form ADV filed by Thompson, Siegel & Walmsley LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-6273), which information is incorporated herein by reference.
(23) 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 information is incorporated herein by reference.
(24) 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 information is incorporated herein by reference.
(25) Walter Scott & Partners Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Walter Scott & Partners Limited is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Walter Scott & Partners Limited and is incorporated herein by reference. Information about the business of Walter Scott & Partners Limited and the directors and principal executive officers of Walter Scott & Partners Limited is also included in the Form ADV filed by Walter Scott & Partners Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-19420), which information is incorporated herein by reference.
(26) Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated is set forth in the 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 information is incorporated herein by reference.
(27) 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 information is incorporated herein by reference.

 

(28) 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 information 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 and Director   Board Member, Senior Vice President
Scott E. Couto   President and Director   None
Michael S. Mattox   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 North America Marketing   None
Daniel J. Beckman   Vice President and Head of North America Product and Director   None
Marc Zeitoun   Chief Operating Officer, North American Distribution   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
Shweta J. Jhanji   Vice President and Treasurer   None
Michael Tempesta   Anti-Money Laundering Officer and Identity Theft Prevention Officer   None
Kevin Wasp   Ombudsman   None
Kristin Weisser   Conflicts Officer   None
* The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston, MA 02110.
(c) Not Applicable.
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:
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 52nd 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, Dimensional Fund Advisors LP, 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, 2nd 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, Schroder Investment Management North America Inc., 7 Bryant Park, New York, NY 10018-3706;
Registrant’s sub-subadviser, Schroder Investment Management North America Ltd, 1 London Wall Place, London EC2Y 5AU, UK;
Registrant’s subadviser, Scout Investments, Inc., 1201 Walnut Street, 21st Floor, 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, Thompson, Siegel & Walmsley LLC, 6641 West Broad Street, Suite 600, Richmond, VA 23230;
Registrant’s subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, UK;
Registrant’s subadviser, Victory Capital Management Inc., 15935 La Cantera Parkway, San Antonio, TX 78256;
Registrant’s subadviser, Walter Scott & Partners Limited, One Charlotte Square, Edinburgh EH2 4DR, UK;
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, Columbia Wanger Asset Management, LLC, 71 S. Wacker Drive, Chicago, IL 60606;
Former subadviser, Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31st Floor, Dallas, TX 75201-2761;
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 57th Street, 22nd Floor, New York, NY 10019;
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, St. Louis, MO 63141;
Former subadviser, The London Company of Virginia, 1800 Bayberry Court, Suite 301, Richmond, VA 23226;
Former subadviser, Marsico Capital Management, LLC, 1200 17th Street, Suite 1600, Denver, CO 80202;
Former subadviser, Mondrian Investment Partners Limited, 10 Gresham Street, 5th Floor, London EC2V7JD, UK;
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., 1605 Carmody Court, Suite 300, 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, 1st Floor, Berwyn, PA 19312-2414);
Former subadviser, Winslow Capital Management, LLC, 4400 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402;
Allianz Global Investors U.S. LLC (a successor for former subadviser NFJ Investment Group LLC), 1633 Broadway, 43rd Floor, New York, NY 10019;
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 02169; 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 filings on Form N-CEN filed with the Securities and Exchange Commission on March 12, 2021.
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 1st day of April, 2021.
COLUMBIA FUNDS VARIABLE SERIES TRUST II
By: /s/ Christopher O. Petersen
  Christopher O. Petersen
Trustee and 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 1st day of April, 2021.
Signature Capacity Signature Capacity
/s/ Christopher O. Petersen Trustee and President
(Principal Executive Officer)
/s/ Olive M. Darragh* Trustee
Christopher O. Petersen Olive M. Darragh
/s/ Michael G. Clarke* Chief Financial Officer,
Principal Financial Officer
and Senior Vice President
/s/ Patricia M. Flynn* Trustee
Michael G. Clarke Patricia M. Flynn
/s/ Joseph Beranek* Treasurer, Chief
Accounting Officer
(Principal Accounting Officer) and Principal Financial Officer
/s/ Brian J. Gallagher* Trustee
Joseph Beranek Brian J. Gallagher
/s/ Catherine James Paglia* Co-Chair of the Board /s/ Nancy T. Lukitsh* Trustee
Catherine James Paglia Nancy T. Lukitsh
/s/ Douglas A. Hacker* Co-Chair of the Board /s/ David M. Moffett* Trustee
Douglas A. Hacker David M. Moffett
/s/ George S. Batejan* Trustee /s/ Anthony M. Santomero* Trustee
George S. Batejan Anthony M. Santomero
/s/ Kathleen A. Blatz* Trustee /s/ Minor M. Shaw* Trustee
Kathleen A. Blatz Minor M. Shaw
/s/ Pamela G. Carlton* Trustee /s/ Natalie A. Trunow* Trustee
Pamela G. Carlton Natalie A. Trunow
/s/ Janet Langford Carrig* Trustee /s/ Sandra Yeager* Trustee
Janet Langford Carrig Sandra Yeager
/s/ J. Kevin Connaughton* Trustee    
J. Kevin Connaughton
    
* By:
Name:
/s/ Joseph D’Alessandro  
Joseph D’Alessandro**
Attorney-in-fact
 
** Executed by Joseph D’Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated February 1, 2021, filed herewith as Exhibit (q)(2) to Post-Effective Amendment No. 76 to Registration Statement No. 333-146374 of the Registrant on Form N-1A, on behalf of Joseph Beranek pursuant to a Power of Attorney, dated January 3, 2020, and incorporated by reference to Post-Effective Amendment No. 71 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (q)(4)), filed with the Commission on April 28, 2020, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 1, 2021, filed herewith as Exhibit (q)(1) to Post-Effective Amendment No. 76 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.

 

Exhibit Index
(a)(25) Amendment No. 25 to the Agreement and Declaration of Trust effective October 9, 2020
(b) By-laws, effective September 6, 2007, most recently amended October 2, 2020
(d)(4)(ii) Amendment No. 2, as of December 16, 2020, to the Subadvisory Agreement, dated April 8, 2010, amended September 20, 2017, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc.
(d)(10)(iv) Amendment No. 4, as of January 26, 2021, to the Subadvisory Agreement, dated April 8, 2010, as amended June 17, 2014, April 21, 2017 and June 28, 2018, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc.
(d)(17)(iii) Amendment No. 1, dated January 26, 2021, to the Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Schroder Investment Management North America Inc.
(d)(26)(iv) Amendment No. 4, as of December 16, 2020, to the Subadvisory Agreement, dated April 8, 2010, as amended July 18, 2014, April 21, 2017 and June 25, 2018, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Incorporated
(e)(1)(i) Schedule I, effective July 17, 2020, 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.
(h)(1)(i) Schedule A, effective July 1, 2020 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
(m)(1)(i) Schedule A, effective June 17, 2020, 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.
(n) Rule 18f – 3(d) Plan, amended and restated June 17, 2020
(p)(3) American Century Investment Management, Inc. Code of Ethics, updated April 2, 2020
(p)(5) BlackRock Financial Management, Inc. Code of Ethics, effective April 30, 2020
(p)(10) J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised December 18, 2020
(p)(12) Loomis, Sayles & Company, L.P. Code of Ethics, effective January 14, 2000, as amended December 16, 2020
(p)(15) Morgan Stanley Investment Management Inc. Code of Ethics, effective December 11, 2020
(p)(16) Nuveen Asset Management, LLC Code of Ethics, dated August 13, 2020
(p)(18) Scout Investments, Inc. Code of Ethics, effective August 2020
(p)(21) TCW Investment Management Company LLC Code of Ethics, dated October 27, 2020
(p)(22) Thompson, Siegel & Walmsley LLC Code of Ethics, effective September 28, 2020
(p)(23) Victory Capital Management Inc. Code of Ethics, effective January 1, 2021
(p)(25) Westfield Capital Management Company, L.P. Code of Ethics, as of August 23, 2020
(q)(1) Trustees’ Power of Attorney to sign Amendments to this Registration Statement, dated January 1, 2021
(q)(2) Power of Attorney for Michael G. Clarke, dated February 1, 2021
(q)(3) Power of Attorney for Christopher O. Petersen, dated February 2, 2021

COLUMBIA FUNDS VARIABLE SERIES TRUST II

AMENDMENT NO. 25 TO THE

AGREEMENT AND DECLARATION OF TRUST

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

WHEREAS, Section 8 of Article VIII of the Declaration of Trust authorizes the Trustees of the Trust to amend the Declaration of Trust at any time by an instrument in writing signed by a majority of the then Trustees, provided notice of such amendment (other than certain ministerial or clerical amendments) is transmitted promptly to Shareholders of record at the close of business on the effective date of such amendment; and

NOW, THEREFORE, The undersigned, being at least a majority of the Trustees of the Trust, do hereby certify that we have authorized the renaming of CTIVP - AQR International Core Equity Fund to Variable Portfolio - Partners International Core Equity Fund, CTIVP - William Blair International Leaders Fund to Variable Portfolio - Partners International Growth Fund and CTIVP - DFA International Value Fund to Variable Portfolio - Partners International Value Fund and the liquidation of Columbia Variable Portfolio - U.S. Equities Fund and Variable Portfolio - Columbia Wanger International Equities Fund, and have authorized the amendment to said Declaration of Trust as set forth below, effective October 9, 2020:

1. The Declaration of Trust is hereby amended by adding the following article at the end of the Declaration of Trust:

Article IX

Supplemental Governance Provisions

Notwithstanding any provision to the contrary in this Declaration of Trust or in the Bylaws,

 

  (a)

Through December 31, 2021, unless this Declaration of Trust or applicable law requires a higher percentage vote, the affirmative vote of at least 66 2/3% of the Trustees then in office shall be required for appointment or removal of the chair or any co-chair of any committee of the Trustees;

 

  (b)

Through December 1, 2022, unless this Declaration of Trust or applicable law requires a higher percentage vote, the affirmative vote of at least 66 2/3% of the Trustees then in office shall be required for:

 

  (1)

Creation or elimination of any committee of the Trustees;

 

  (2)

Adoption, rescission or any material modification of the charter of any committee of the Trustees; or

 

  (3)

Appointment or removal of any member of any committee of the Trustees.

 

  (c)

Provided that both Catherine James Paglia and Douglas A. Hacker are then Trustees, from January 1, 2021 through December 31, 2022, Catherine James Paglia and Douglas A. Hacker shall serve as the two co-chairs of the Trustees, provided that, (A) if at any time Hacker shall cease to serve as co-chair, his successor as co-chair shall be designated by vote of a majority of the Trustees then in office who were serving as trustees of Columbia Funds Variable Insurance Trust on August 1, 2020, and (B) if at any time Paglia shall cease to serve as co-chair, her successor as co-chair shall be designated by vote of a majority of the Trustees then in office who were serving as Trustees of Columbia Funds Series Trust on August 1, 2020; and

 

  (d)

Unless this Declaration of Trust or applicable law requires a higher percentage, the provisions of this Article IX may be amended only by the affirmative vote of at least 66 2/3% of the Trustees then in office.


2. Section 1 of Article IV is hereby amended by replacing the text therein with the following:

The number of Trustees constituting the Board shall be as fixed from time to time by a written instrument signed, or by resolution approved at a duly constituted meeting, by at least 66 2/3% of the Trustees. Subject to any retirement policy adopted by the Trustees, each Trustee shall hold office until his or her successor is elected or the Trust terminates, except that (a) any Trustee may resign by delivering to the other Trustees or to any Trust officer a written resignation effective upon delivery or a later date specified therein; (b) any Trustee may be removed with or without cause at any time by a written instrument signed by at least 66 2/3% of the other Trustees, specifying the effective date of removal; and (c) if required by Section 16(c) of the 1940 Act, any Trustee may be removed at any meeting of the Shareholders by a vote of at least 66 2/3% of the outstanding Shares. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. Notwithstanding any provision to the contrary contained in this Declaration of Trust, this Section 1 may not be amended to reduce the percentage vote required to change the number of Trustees or to remove a Trustee without the approval of at least 66 2/3% of the Trustees.

3. Section 2 of Article V is hereby amended by replacing the third sentence thereof with the following:

A meeting of Shareholders may be held at any place (or virtually by telephonic or any electronic means) designated by the Trustees.

4. Section 6 of Article III is hereby amended by replacing the text preceding paragraph (a) with the following:

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

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Disciplined Core Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Strategic Income Fund

Columbia Variable Portfolio – Government Money Market Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Overseas Core Fund

Columbia Variable Portfolio – Select Large Cap Equity Fund

Columbia Variable Portfolio – Select Large Cap Value Fund

Columbia Variable Portfolio – Select Mid Cap Value Fund

Columbia Variable Portfolio – Select Small Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

CTIVP – American Century Diversified Bond Fund

CTIVP – BlackRock Global Inflation-Protected Securities Fund

CTIVP – CenterSquare Real Estate Fund

CTIVP – Loomis Sayles Growth Fund

CTIVP – Los Angeles Capital Large Cap Growth Fund

CTIVP – MFS® Value Fund

CTIVP – Morgan Stanley Advantage Fund

CTIVP – T. Rowe Price Large Cap Value Fund


CTIVP – TCW Core Plus Bond Fund

CTIVP – Victory Sycamore Established Value Fund

CTIVP – Wells Fargo Short Duration Government Fund

CTIVP – Westfield Mid Cap Growth Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – Conservative Portfolio

Variable Portfolio – Managed Volatility Moderate Growth Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Partners Core Bond Fund

Variable Portfolio – Partners Core Equity Fund

Variable Portfolio – Partners International Core Equity Fund

Variable Portfolio – Partners International Growth Fund

Variable Portfolio – Partners International Value Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

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

The rest of the Declaration of Trust remains unchanged.

The foregoing amendment is effective as of October 9, 2020.

[The remainder of this page intentionally left blank.]


IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 25 to the Declaration of Trust.

 

/s/ George S. Batejan

    

/s/

George S. Batejan      Catherine James Paglia
Date: October 20, 2020      Date:                                                                              

/s/ Kathleen A. Blatz

    

/s/ Anthony M. Santomero

Kathleen A. Blatz      Anthony M. Santomero
Date: October 4, 2020      Date: October 3, 2020

/s/ Pamela G. Carlton

    

/s/ Minor M. Shaw

Pamela G. Carlton      Minor M. Shaw
Date: October 2, 2020      Date: October 5, 2020

/s/ Patricia M. Flynn

    

/s/ William F. Truscott

Patricia M. Flynn      William F. Truscott
Date: October 5, 2020      Date:                                                                              

/s/ Brian J. Gallagher

    

/s/ Sandra Yeager

Brian J. Gallagher      Sandra Yeager
Date: October 4, 2020      Date: October 5, 2020

 

Registered Agent:    Corporation Service Company
   84 State Street
   Boston, MA 02109
Effective:    September 6, 2007

Amended:

2020

   April 25, 2011 (Trust Name Change); November 17, 2015, February 10, 2016, October 2,

BYLAWS

OF

COLUMBIA FUNDS VARIABLE SERIES TRUST II

ARTICLE 1

Principal Office

1.1 Principal Office of the Trust. Until changed by the Trustees, the principal office of the Trust shall be located in the city of Boston, County of Suffolk.

ARTICLE 2

Meetings of Trustees

2.1 Regular Meetings. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees.

2.2 Special Meetings. Special meetings of the Trustees may be held, at any time and at any place designated in the call of the meeting, when called by the Chairman of the Board, if any, the President, the Treasurer, any Vice President, the Secretary or the Assistant Secretary or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.

2.3 Notice. It shall be sufficient notice to a Trustee of a special meeting to send notice by mail or courier at least forty-eight hours or by telegram, facsimile or other electronic means at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her by overnight mail, telegram, facsimile or other electronic means or delivered personally or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Except as required by law, neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice to any Trustee who was present at the time of such adjournment; notice of the time and place of any adjourned session of such meeting shall, however, be given in the manner provided in Section 2.3 of these Bylaws to each Trustee who was not present at the time of such adjournment.


2.5 Action by Vote. When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these Bylaws.

2.6 Action by Writing. Except as required by law, any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if a majority of the Trustees (or such larger proportion thereof as shall be required by any express provision of the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of the Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

2.7 Presence through Communications Equipment. Except as required by law, the Trustees may participate in a meeting of Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

ARTICLE 3

Officers

3.1 Enumeration; Qualification. The officers of the Trust shall be a President, a Treasurer, a Secretary and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Board shall be a Trustee and may but need not be a Shareholder; and any officer of the Trust may be but not need be a Trustee or Shareholder. Any two or more offices may be held by the same person.

3.2 Election and Tenure. The President, the Treasurer, the Secretary, the Chairman of the Board (if any) and such other officers, if any, as the Trustees may in their discretion from time to time elect shall each be elected by the Trustees to serve until his or her successor is elected or qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each officer, and the Chairman of the Board, if any, shall hold office and each agent shall retain authority at the pleasure of the Trustees.

3.3 Powers. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.

 

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3.4 President and Vice Presidents. The President shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as may be determined by the Trustees.

Any Vice Presidents shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as shall be designated from time to time by the Trustees.

3.5 Chief Executive Officer. The Chief Executive Officer of the Trust shall be the Chairman of the Board, the President or such other officer as is designated by the Trustees and shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust and, except as the Trustees shall otherwise determine or such Chief Executive Officer shall designate, preside at all meetings of the Shareholders and of the Trustees. If no such designation is made, the President shall be the Chief Executive Officer.

3.6 Chairman of the Board. The Board of Trustees shall elect one member who is not an “interested person” of the Trust (as defined in Section 2(a)(19) of the 1940 Act) to serve as Chair of the Board whose duties shall include serving as the lead independent Trustee and who shall preside at each meeting of the Trustees as chairman of the meeting. As the Chair of the Board, he or she shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as may be determined by the Trustees.

3.7 Treasurer; Assistant Treasurer. The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, administrator or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President.

Any Assistant Treasurer shall have the duties and powers specified in these Bylaws and may perform such duties of the Treasurer as the Treasurer or the Trustees may assign, and, in the absence of the Treasurer, an Assistant Treasurer may perform all of the duties of the Treasurer.

3.8 Secretary; Assistant Secretary. The Secretary or an Assistant Secretary shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary and any Assistant Secretary from any meeting of the Shareholders or Trustees, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books.

Any Assistant Secretary shall have the duties and powers specified in these Bylaws and may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, an Assistant Secretary may perform all the duties of the Secretary.

3.9 Resignations and Removals. Any officer may resign at any time by written instrument signed by him or her and delivered to the President or the Secretary or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

 

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ARTICLE 4

Committees

4.1 Quorum; Voting. Except as provided below or as otherwise specifically provided in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings or in the charter of such committee adopted by the Trustees, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Except as specifically provided in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings or in the charter of such committee adopted by the Trustees, Article 2, Section 2.3 of these Bylaws relating to special meetings of the Trustees shall govern the notice requirements for Committee meetings, provided, however, that such notice need be given only to the Trustees who are members of such Committee.

ARTICLE 5

Indemnification

5.1 Trustees, Officers, etc. Each of the Trust’s Trustees and officers (including persons who serve at the Trust’s request as directors, officers or Trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to the Trust or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to the Trust or any affiliated person thereof, and each of its other Trustees and officers (including persons who serve at the Trust’s request as directors, officers or Trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to the Trust or any affiliated person thereof) the indemnification of whom shall have been approved by the Trustees (hereinafter referred to as a “Covered Person”) shall be indemnified and held harmless by the Trust to the fullest extent authorized by applicable law, as the same may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Trust to provide broader indemnification rights than the law permitted the Trust to provide prior to such amendment) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, any expenses of

 

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establishing a right to indemnification under this Article, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any pending, threatened, or contemplated action, suit or other proceeding, whether civil, criminal or administrative proceedings, formal or informal regulatory investigations or inquiries, or other proceedings, including appeals, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise (including, without limitation, as a witness) or with which such Covered Person may be or may have been threatened, while in office or thereafter, 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 except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust 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. To the maximum extent permitted by applicable law, expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be ultimately found entitled to indemnification under this Article. For purposes of the determination or opinion referred to in clause (c), the majority of disinterested Trustees acting on the matter or independent legal counsel, as the case may be, shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

5.2 Compromise Payment. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Covered Person has not acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust or is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that such Covered Person has acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and is not liable to the Trust or its Shareholders 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 (b) there has been obtained an

 

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opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and that such indemnification would not protect such Covered Person against any liability to the Trust to which such Covered Person 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.    Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust or to have been liable to the Trust 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.

5.3 Indemnification Not Exclusive. The right of indemnification and to the payment of expenses prior to any final determination hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article 5, the term “Covered Person” shall include such person’s heirs, executors and administrators; and a “disinterested Trustee” is a Trustee who is not an “interested person” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940 (or exempted from being an “interested person” by any rule, regulation or order of the Securities and Exchange Commission) and against whom none of the actions, suits or other proceedings in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

ARTICLE 6

Reports

6.1 General. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees.

ARTICLE 7

Seal

7.1 General. The seal of the Trust shall consist of a flat-faced die with the word “Massachusetts,” together with the name of the Trust and the year of its organization cut or engraved thereon, but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

 

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ARTICLE 8

Execution of Papers

8.1 General. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all checks, notes, drafts and other obligations and all registration statements and amendments thereto and all applications and amendments thereto to the Securities and Exchange Commission shall be signed by the Chairman of the Board, if any, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any of such other officers or agents as shall be designated for that purpose by a vote of the Trustees.

ARTICLE 9

Provisions Relating to the Conduct of the Trust’s Business

9.1 Determination of Net Income and Net Asset Value Per Share. The Trustees or any officer or officers or agent or agents of the Trust designated from time to time for this purpose by the Trustees shall determine at least once daily the net income and the value of all the assets attributable to any class or series of shares of the Trust on each day on which the New York Stock Exchange is open for unrestricted trading and at such other times as the Trustees shall designate. The net income and net asset value per share of each class and each series of shares of the Trust shall be determined in accordance with the Investment Company Act of 1940 and the rules and regulations thereunder and any related procedures and/or policies of the Trust, or an officer or officers or agent or agents, as aforesaid, as adopted or authorized by the Trustees from time to time.

9.2 Voting Power. Each whole share (or fractional share) outstanding on the record date shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in U. S. dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes).

9.3 Forum Selection. The state and federal courts sitting within the Commonwealth of Massachusetts shall be the sole and exclusive forums for any shareholder (including a beneficial owner of shares) to bring (i) any action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim for breach of a fiduciary duty owed by any Trustee, officer or employee, if any, of the Trust to the Trust or the Trust’s shareholders, (iii) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, arising pursuant to any provision of the Massachusetts Business Corporation Act, the Massachusetts Uniform Trust Code, or any federal or state securities law, in each case as amended from time to time, or the Trust’s Trust Instrument or bylaw; or (iv) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, governed by the internal affairs doctrine. If any provision or provisions of this Section shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section (including, without limitation, each portion of any sentence of this Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable), and the application of such provision to other persons or entities and circumstances, shall not in any way be affected or impaired thereby.

 

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9.4 Claims.

 

  a.

Direct Claims. As used herein, a “direct” shareholder claim shall refer to (i) a claim based upon alleged violations of a shareholder’s individual rights independent of any harm to the Trust, including a shareholder’s voting rights under Article III of the Trust’s Agreement and Declaration of Trust, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the shareholder and independent of any harm to the Trust; and (ii) a claim for which an action is provided under the federal securities laws or by state statute. Any other claim asserted by a shareholder, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a “derivative” claim as used herein. No shareholder shall have the right to bring or maintain a court action or other proceeding asserting a direct claim against the Trust, the Trustees or officers, if it is a derivative claim per this paragraph a.

 

  b.

Derivative Claims. No shareholder shall have the right to bring or maintain any court action or other proceeding asserting a derivative claim or any claim asserted on behalf of the Trust or involving any alleged harm to the Trust without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the shareholder makes a specific showing that irreparable nonmonetary injury to the Trust would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 90 days of its receipt by the Trust or inform claimants within such time that further review and consideration is required, in which case the Trustees shall have an additional 120 days to respond. In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of shareholders, shall be binding upon the shareholders.

ARTICLE 10

Amendments to the Bylaws

10.1 General. These Bylaws may be amended or repealed, in whole or in part, or new Bylaws may be adopted, by a majority of the Trustees then in office at any meeting of the Trustees, or by written consent in lieu thereof. The Trustees shall in no event adopt Bylaws which are in conflict with the Agreement and Declaration of Trust, as from time to time in effect, of the Trust, and any apparent inconsistency shall be construed in favor of the related provisions in the Agreement and Declaration of Trust.

 

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ARTICLE 11

Miscellaneous

11.1 Proxy Instructions Transmitted by Telephonic or Electronic Means. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder.

 

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AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

This Amendment No. 2 (the “Amendment”), made and entered into as of December 16, 2020, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and American Century Investment Management, Inc., a Delaware corporation (“Subadviser”), dated April 8, 2010, and amended September 20, 2017 (the “Agreement”).

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto.

WHEREAS, the effective date of this Amendment is December 1, 2020.

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

 

  1.

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

[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     American Century Investment Management, Inc.
By:  

/s/ David Weiss

    By:  

/s/ Margie Morrison

  Signature       Signature
Name:  

David Weiss

    Name:  

Margie Morrison

  Printed       Printed
Title:  

Assistant Secretary

    Title:  

Senior Vice President


AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

AMENDMENT NO. 4

TO THE SUBADVISORY AGREEMENT

This Amendment No. 4 (the “Amendment”), made and entered into as of January 26, 2021, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and J.P. Morgan Investment Management Inc., a Delaware corporation (“Subadviser”), dated April 8, 2010, as amended June 28, 2018, April 21, 2017, and June 17, 2014 (the “Agreement”).

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto.

WHEREAS, the effective date of this Amendment is January 1, 2021.

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

 

  1.

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

[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    

J.P. Morgan Investment Management Inc.

By:

 

/s/ David Weiss

   

By:

 

/s/ Scott Moritz

  Signature       Signature

Name:

 

David Weiss

    Name:  

Scott Moritz

  Printed       Printed

Title:

 

Assistant Secretary

   

Title:

 

Vice President


AMENDMENT NO. 4

TO THE SUBADVISORY AGREEMENT

SCHEDULE A AS OF JANUARY 1, 2021

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

This Amendment No. 1 (the “Amendment”), made and entered into as of January 26, 2021, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Schroder Investment Management North America Inc., a Delaware corporation (“Subadviser”), dated March 17, 2020 (the “Agreement”).

WHEREAS, Investment Manager and Subadviser desire to amend Schedule A of the Agreement.

WHEREAS, the effective date of this Amendment is February 1, 2021.

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

 

  1.

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

[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     Schroder Investment Management North America Inc.
By:  

/s/ David Weiss

    By:  

/s/ Mark A. Hemenetz

  Signature       Signature
Name:  

David Weiss

    Name:  

Mark A. Hemenetz

  Printed       Printed
Title:  

Assistant Secretary

    Title:  

Authorized Signatory

      By:  

/s/ Philip Middleton

        Signature
      Name:  

Philip Middleton

        Printed
      Title:  

Authorized Signatory


AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

SCHEDULE A AS OF FEBRUARY 1, 2021

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

AMENDMENT NO. 4

TO THE SUBADVISORY AGREEMENT

This Amendment No. 4 (the “Amendment”), made and entered into as of December 16, 2020, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Wells Capital Management Incorporated, a California corporation (“Subadviser”), dated April 8, 2010, as amended July 18, 2014, April 21, 2017, and June 25, 2018 (the “Agreement”).

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A, effective January 1, 2021.

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

 

  1.

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


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     Wells Capital Management Incorporated
By:  

/s/ David Weiss

    By:  

/s/ Traci McCormack

  Signature       Signature
Name:  

David Weiss

    Name:  

Traci McCormack

  Printed       Printed
Title:  

Assistant Secretary

    Title:  

SVP, Head of Regulatory Operations


AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT

SCHEDULE A AS OF JANUARY 1, 2021

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

Distribution Agreement – Schedules – CFVST II

Schedule I

As of June 17, 2020

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Disciplined Core Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Strategic Income Fund

Columbia Variable Portfolio – Government Money Market Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Overseas Core Fund

Columbia Variable Portfolio – Select Large Cap Equity Fund

Columbia Variable Portfolio – Select Large Cap Value Fund

Columbia Variable Portfolio – Select Mid Cap Value Fund

Columbia Variable Portfolio – Select Small Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

CTIVP® – American Century Diversified Bond Fund

CTIVP® – BlackRock Global Inflation-Protected Securities Fund

CTIVP® – CenterSquare Real Estate Fund

CTIVP® – Loomis Sayles Growth Fund

CTIVP® – Los Angeles Capital Large Cap Growth Fund

CTIVP® – MFS® Value Fund

CTIVP® – Morgan Stanley Advantage Fund

CTIVP® – T. Rowe Price Large Cap Value Fund

CTIVP® – TCW Core Plus Bond Fund

CTIVP® – Victory Sycamore Established Value Fund

CTIVP® – Wells Fargo Short Duration Government Fund

CTIVP® – Westfield Mid Cap Growth Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – Conservative Portfolio

Variable Portfolio – Managed Volatility Moderate Growth Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Partners Core Bond Fund

Variable Portfolio – Partners Core Equity Fund

Variable Portfolio – Partners International Core Equity Fund

Variable Portfolio – Partners International Growth Fund

Variable Portfolio – Partners International Value Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund


Distribution Agreement – Schedules – CFVST II

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule I as of June 17, 2020.

 

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

/s/ Christopher O. Petersen

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

/s/ Daniel J. Beckman

Name:   Daniel J. Beckman
Title:   Vice President and Head of U.S. Retail Product


Distribution Agreement – Schedules – CFVST II

SCHEDULE II

COMPENSATION

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

Approved: Sept. 7, 2010

Schedule – TA Agreement – CFVST II

SCHEDULE A

As of July 1, 2020

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Disciplined Core Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Strategic Income Fund

Columbia Variable Portfolio – Government Money Market Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Overseas Core Fund

Columbia Variable Portfolio – Select Large Cap Equity Fund

Columbia Variable Portfolio – Select Large Cap Value Fund

Columbia Variable Portfolio – Select Mid Cap Value Fund

Columbia Variable Portfolio – Select Small Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

CTIVP® – American Century Diversified Bond Fund

CTIVP® – BlackRock Global Inflation-Protected Securities Fund

CTIVP® – CenterSquare Real Estate Fund

CTIVP® – Loomis Sayles Growth Fund

CTIVP® – Los Angeles Capital Large Cap Growth Fund

CTIVP® – MFS® Value Fund

CTIVP® – Morgan Stanley Advantage Fund

CTIVP® – T. Rowe Price Large Cap Value Fund

CTIVP® – TCW Core Plus Bond Fund

CTIVP® – Victory Sycamore Established Value Fund

CTIVP® – Wells Fargo Short Duration Government Fund

CTIVP® – Westfield Mid Cap Growth Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – Conservative Portfolio

Variable Portfolio – Managed Volatility Moderate Growth Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Partners Core Bond Fund

Variable Portfolio – Partners Core Equity Fund

Variable Portfolio – Partners International Core Equity Fund

Variable Portfolio – Partners International Growth Fund

Variable Portfolio – Partners International Value Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund


SCHEDULE B

Effective July 1, 2017

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

Each Fund will pay a Service Fee equal to the payments made by CMISC to Participating Organizations for services each such Participating Organization provides to its clients, customers and participants investing directly or indirectly in the Funds at an annualized rate of up to 0.20% of the average daily net assets of Fund assets attributable to or held in the name of such Participating Organization.

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

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

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


IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of June 17, 2020.

 

COLUMBIA FUNDS VARIABLE SERIES TRUST II

on behalf of its series listed on Schedule A

 

By:

 

/s/ Christopher O. Petersen

  Name: Christopher O. Petersen
  Title: President

 

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.

 

By:

 

/s/ Lyn Kephart-Strong

  Name: Lyn Kephart-Strong
  Title: President

12b-1 Schedule – CFVST II

Schedule A

Effective June 17, 2020

 

Funds

   Classes  
   Class 2      Class 3      Class 4  

Columbia Funds Variable Series Trust II

        

Columbia Variable Portfolio – Balanced Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Commodity Strategy Fund

     Class 2        —          —    

Columbia Variable Portfolio – Disciplined Core Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Dividend Opportunity Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Emerging Markets Bond Fund

     Class 2        —          —    

Columbia Variable Portfolio – Emerging Markets Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Global Strategic Income Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Government Money Market Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – High Yield Bond Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Income Opportunities Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Intermediate Bond Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Large Cap Growth Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Large Cap Index Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Limited Duration Credit Fund

     Class 2        —          —    

Columbia Variable Portfolio – Mid Cap Growth Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Overseas Core Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Select Large Cap Equity Fund

     Class 2        —          —    

Columbia Variable Portfolio – Select Large Cap Value Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Select Mid Cap Value Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Select Small Cap Value Fund

     Class 2        Class 3        —    

Columbia Variable Portfolio – Seligman Global Technology Fund

     Class 2        —          —    

Columbia Variable Portfolio – U.S. Government Mortgage Fund

     Class 2        Class 3        —    

CTIVP® – American Century Diversified Bond Fund

     Class 2        —          —    

CTIVP® – BlackRock Global Inflation-Protected Securities Fund

     Class 2        Class 3        —    

CTIVP® – CenterSquare Real Estate Fund

     Class 2        —          —    

CTIVP® – Loomis Sayles Growth Fund

     Class 2        —          —    

CTIVP® – Los Angeles Capital Large Cap Growth Fund

     Class 2        —          —    

CTIVP® – MFS® Value Fund

     Class 2        —          —    

CTIVP® – Morgan Stanley Advantage Fund

     Class 2        

CTIVP® – T. Rowe Price Large Cap Value Fund

     Class 2        —          —    

CTIVP® – TCW Core Plus Bond Fund

     Class 2        —          —    

CTIVP® – Victory Sycamore Established Value Fund

     Class 2        Class 3        —    

CTIVP® – Wells Fargo Short Duration Government Fund

     Class 2        —          —    

CTIVP® – Westfield Mid Cap Growth Fund

     Class 2        —          —    

Variable Portfolio – Aggressive Portfolio

     Class 2        —          Class 4  

Variable Portfolio – Conservative Portfolio

     Class 2        —          Class 4  

Variable Portfolio – Managed Volatility Moderate Growth Fund

     Class 2        —          —    

Variable Portfolio – Moderate Portfolio

     Class 2        —          Class 4  

Variable Portfolio – Moderately Aggressive Portfolio

     Class 2        —          Class 4  

Variable Portfolio – Moderately Conservative Portfolio

     Class 2        —          Class 4  

Variable Portfolio – Partners Core Bond Fund

     Class 2        —          —    

Variable Portfolio – Partners Core Equity Fund

     Class 2        

Variable Portfolio – Partners International Core Equity Fund

     Class 2        

Variable Portfolio – Partners International Growth Fund

     Class 2        

Variable Portfolio – Partners International Value Fund

     Class 2        

Variable Portfolio – Partners Small Cap Growth Fund

     Class 2        —          —    

Variable Portfolio – Partners Small Cap Value Fund

     Class 2        Class 3        —    


12b-1 Schedule – CFVST II

Fee Schedule

The maximum fee for services under this Plan and Agreement shall be the lesser of the amount of expenses eligible for reimbursement (including any unreimbursed expenses) or a rate equal on an annual basis to the percentage of the average daily net assets of the Fund attributable to the applicable class as set forth in the table below (the “Lesser of Methodology”). The Lesser of Methodology shall be determined and applied on a quarterly basis by computing the amount of actual fees and expenses accrued during the prior quarter (for each share class of each Fund) that were eligible to be paid under Section 3 of the Plan (i.e., the “expenses eligible for reimbursement”) and comparing that amount to the flat rate for the applicable Class. If the flat rate exceeds the expenses eligible for reimbursement, then, based on the Lesser of Methodology, the maximum 12b-1 fee amount accrued for such Class is applied on a going forward basis to reflect the actual amount of expenses eligible for reimbursement for the prior quarter. This determination and calculation is re-applied each subsequent quarter. The frequency of application of the methodology (currently, quarterly) may be revised by the Distributor at any time, after consultation with the Board.

 

Class

   Fee  

Class 2

     0.25

Class 3

     0.125

Class 4

     0.25

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


12b-1 Schedule – CFVST II

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of June 17, 2020.

 

COLUMBIA FUNDS VARIABLE SERIES TRUST II
By:  

/s/ Christopher O. Petersen

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

/s/ Daniel J. Beckman

Name:   Daniel J. Beckman
Title:   Vice President and Head of U.S. Retail Product

18f-3 Plan – CFVST II

AMENDED AND RESTATED

RULE 18f-3 MULTI-CLASS PLAN

 

I.

Introduction.

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

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

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

 

II.

Allocation of Expenses.

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

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

 

  (i)

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

 

  (ii)

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


  (iii)

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

 

  (iv)

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

 

  (v)

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

 

  (vi)

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

 

  (vii)

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

 

  (viii)

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

 

  (ix)

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

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

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

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

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

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


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

7. Pursuant to the shareholder service agreement, each Share class is subject to service fee up to fee set forth in the agreement. There is no transfer agency service fees for Columbia Variable Portfolio – Core Equity Fund.

8. Pursuant to the shareholder service agreement, each Share class is subject to service fee up to fee set forth in the agreement.

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

 

III.

Class Arrangements.

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

 

  1.

Class 1 Shares

 

  A.

Maximum Initial Sales Charge: None

 

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

Maximum Distribution/Shareholder Servicing Fees: None

 

  D.

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

 

  E.

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


  2.

Class 2 Shares

 

  A.

Initial Sales Charge: None

 

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

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

 

  D.

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

 

  E.

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

 

  3.

Class 3 Shares

 

  A.

Initial Sales Charge: None

 

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

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

 

  D.

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

 

  E.

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


  4.

Class 4 Shares

 

  A.

Initial Sales Charge: None

 

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

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

 

  D.

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

 

  E.

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

 

IV.

Board Review.

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

 

Adopted:   September 7, 2010  
Amended and Restated:   April 17, 2013  
Amended and Restated   April 11, 2014  
Amended and Restated   May 1, 2015  
Amended and Restated   May 1, 2016  
Amended and Restated   May 1, 2017  
Amended and Restated   July 1, 2017  
Amended and Restated   November 15, 2017  
Amended and Restated   May 1, 2018  
Amended and Restated   September 14, 2018  
Amended and Restated   June 19, 2019  
Amended and Restated   June 17, 2020  


Schedule A

Effective June 17, 2020

Funds and Authorized Classes of Shares

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

 

FUNDS WITH CLASSES 1, 2, 3 AND 4

 

Funds

   Classes  
   Class 1      Class 2      Class 3      Class 4  

Columbia Funds Variable Series Trust II

           

Columbia Variable Portfolio – Balanced Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Government Money Market Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Commodity Strategy Fund

     Class 1        Class 2        —          —    

Columbia Variable Portfolio – Disciplined Core Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Dividend Opportunity Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Emerging Markets Bond Fund

     Class 1        Class 2        —          —    

Columbia Variable Portfolio – Emerging Markets Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Global Strategic Income Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – High Yield Bond Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Income Opportunities Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Intermediate Bond Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Large Cap Growth Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Large Cap Index Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Limited Duration Credit Fund

     Class 1        Class 2        —          —    

Columbia Variable Portfolio – Mid Cap Growth Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Overseas Core Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Select Large Cap Equity Fund

     Class 1        Class 2        —          —    

Columbia Variable Portfolio – Select Large Cap Value Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Select Mid Cap Value Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Select Small Cap Value Fund

     Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Seligman Global Technology Fund

     Class 1        Class 2        —          —    

Columbia Variable Portfolio – U.S. Government Mortgage Fund

     Class 1        Class 2        Class 3        —    

CTIVP® – American Century Diversified Bond Fund

     Class 1        Class 2        —          —    

CTIVP® – BlackRock Global Inflation-Protected Securities Fund

     Class 1        Class 2        Class 3        —    

CTIVP® – CenterSquare Real Estate Fund

     Class 1        Class 2        —       

 

A-1


Funds

   Classes  
   Class 1      Class 2      Class 3      Class 4  

CTIVP® – Loomis Sayles Growth Fund

     Class 1        Class 2        —          —    

CTIVP® – Los Angeles Capital Large Cap Growth Fund

     Class 1        Class 2        —          —    

CTIVP® – MFS® Value Fund

     Class 1        Class 2        —          —    

CTIVP® – Morgan Stanley Advantage Fund

     Class 1        Class 2        —          —    

CTIVP® – TCW Core Plus Bond Fund

     Class 1        Class 2        —          —    

CTIVP® – T. Rowe Price Large Cap Value Fund

     Class 1        Class 2        —          —    

CTIVP® – Victory Sycamore Establish Value Fund

     Class 1        Class 2        Class 3        —    

CTIVP® – Wells Fargo Short Duration Government Fund

     Class 1        Class 2        —          —    

CTIVP® – Westfield Mid Cap Growth Fund

     Class 1        Class 2        —          —    

Variable Portfolio – Aggressive Portfolio

     Class 1        Class 2        —          Class 4  

Variable Portfolio – Conservative Portfolio

     Class 1        Class 2        —          Class 4  

Variable Portfolio – Managed Volatility Moderate Growth Fund

     Class 1        Class 2        —          —    

Variable Portfolio – Moderate Portfolio

     Class 1        Class 2        —          Class 4  

Variable Portfolio – Moderately Aggressive Portfolio

     Class 1        Class 2        —          Class 4  

Variable Portfolio – Moderately Conservative Portfolio

     Class 1        Class 2        —          Class 4  

Variable Portfolio – Partners Core Bond Fund

     Class 1        Class 2        —       

Variable Portfolio – Partners Core Equity Fund

     Class 1        Class 2        Class 3        —    

Variable Portfolio – Partners International Core Equity Fund

     Class 1        Class 2        —          —    

Variable Portfolio – Partners International Growth Fund

     Class 1        Class 2        —          —    

Variable Portfolio – Partners International Value Fund

     Class 1        Class 2        —          —    

Variable Portfolio – Partners Small Cap Growth Fund

     Class 1        Class 2        —          —    

Variable Portfolio – Partners Small Cap Value Fund

     Class 1        Class 2        Class 3        —    

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Applicable Entities / Rules

 

  Applicable Entities:    Enterprise wide policy, including American Century Investment Management, Inc., Registered Investment Companies, Schedule A, American Century Investment Services, Inc., American Century Services, LLC
Statutory/Regulatory:    Investment Company Act § 17(j), Rule 17j-1; Investment Advisers Act § 204A, 206, Rule 204A-1 and 204-2(12)
        Effective Date(s):    October 29, 1999, Last Revised April 2, 2020
Policy or Summary:    Policy
  Related Summary:    Code of Ethics Policies and Procedures
  Related Documents:    Business Code of Conduct; Insider Trading Policy

 

Table of Contents   
Snapshot of the Policy      2  
Requirements for All Employees      2  
Requirements for Access Persons, Investment and Portfolio Persons      2  
Trading Prohibitions      2  

I.    Purpose of Code

     3  

II.  Why Do We Have a Code of Ethics?

     3  

III.  Does the Code of Ethics Apply to You?

     4  

IV.  Restrictions on Personal Investing Activities

     6  

V.  Reporting Requirements

     10  

VI.  Can there be any exceptions to the restrictions?

     14  

VII.   Confidential Information

     15  

VIII. Conflicts of Interest

     16  

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

     16  

X.  ACI’s Quarterly Report to Fund Directors/Trustees

     17  
APPENDIX 1: DEFINITIONS      18  
APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?      21  
APPENDIX 3: CODE-EXEMPT SECURITIES      24  
APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS      26  
SCHEDULE A: BOARD APPROVAL DATES      29  
SCHEDULE B: SUBADVISED FUNDS      30  
SCHEDULE C: APPROVED ELECTRONIC BROKERS      32  

 

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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.

 

   

Portfolio Persons that manage a Semi-Transparent Active Exchange Traded Fund (STA ETF) are required to obtain pre-approval prior to trading in shares of the STA ETF. They are also restricted from selling shares of the STA ETF managed by them within 30 days after purchase.

 

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I.

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.

 

II.

Why Do We Have a Code of Ethics?

 

  A.

Investors have placed their trust in ACI

As an investment advisor, 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.

 

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.

 

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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.

 

  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

 

III.

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:

 

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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:

 

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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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 advisor.

 

  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);

 

   

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.

 

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IV.

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.

 

  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.

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.

 

 

3 

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

 

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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.

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

 

  1.

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.

 

4 

See Appendix 2 for an explanation of beneficial ownership.

 

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  2.

Preclear the transaction with Compliance by5 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).

 

  3.

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.

 

  4.

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.

 

 

 

5 

If you are the Chief Investment Officer of an investment advisor, 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:

 

  1.

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

 

  2.

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 ACIs 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.

 

  3.

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.

 

  H.

Trading in Semi-Transparent Active ETFs (STA ETF) that you manage

[Portfolio Persons]

Trading shares of an ACI STA ETF while in possession of information regarding STA ETF security transactions not fully disseminated in the market is prohibited. As a result, you

 

Policy updated: April 2, 2020    9


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are required to obtain preclearance to transact in the STA ETFs for which you have portfolio manager or trade order authority assigned through the order-trade system. You will only be allowed to execute the trade on the day following your approved preclearance. In addition, you are limited from selling shares of the STA ETF for 30 calendar days after your last purchase.

To preclear a transaction in an ACI STA ETF for which you have portfolio manager or trade order authority, please email the broker and account number, the ticker, the number of shares and the transaction (buy/sell) to CE-Code_of_Ethics@americancentury.com.

 

V.

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.

 

  A.

Reporting Requirements Applicable to All Employees

 

  1.

Code Acknowledgement

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.

 

  2.

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.

 

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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.

 

  3.

Reporting of Mutual Fund Accounts

 

  a)

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.

 

  b)

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.

 

  c)

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

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.

 

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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]

 

  1.

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.

 

  2.

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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  a)

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.

 

  b)

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;

 

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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.

 

VI.

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

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

 

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“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 advisor 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 advisor may be requested by Compliance to re-certify the trust arrangement.

 

VII.

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.

 

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VIII.

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.

 

IX.

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 advisor 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:

 

   

Extent of harm to client interests;

 

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Extent of unjust enrichment;

 

   

Tenure and prior record of the violator;

 

   

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:

 

  1.

Non-material violation

a) Warning (notice sent to manager) and/or

b) Attendance at a Code of Ethics training session and/or

c) Suspension of trading privileges.

 

  2.

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

a) Suspension of trading privileges and/or

b) 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.

 

X.

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 advisors, 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 Advisor”

“Investment advisor” includes each investment advisor 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.

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.

 

9.

“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.

 

10.

“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.

 

11.

“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).

 

12.

“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;

 

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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;

 

   

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.

 

13.

“Subadvised Fund”

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

 

14.

“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 advisor, or other person who provides investment advice on behalf of an investment advisor and is subject to the supervision and control of the investment advisor.

 

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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.

 

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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:

 

   

A trustee; or

 

   

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

 

   

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

 

  a)

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 advisor. 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.

 

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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.

 

  b)

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.

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.

c) 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)

 

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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.

*ACI STA ETF transactions require preclearance by the Portfolio Persons who have been granted portfolio manager or trade order access in the order-trade system (See Restrictions on Personal Investing Section H). [Portfolio Persons only]

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

 

   

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

 

   

Is the security issuer’s market capitalization greater than $7.5 billion?

 

   

Will your proposed transaction, together with your other preclearance requests in the security for the current calendar quarter, be less than $50,000?

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

Step 3: Client Trades Test

 

   

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?

 

   

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.

 

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.

 

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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 Advisor

  

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 ETF Trust

   December 20, 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

 

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SCHEDULE B: SUBADVISED FUNDS

(Last updated May 13, 2020)

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

 

American Beacon Funds – American Beacon International Equity Fund

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 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

EQ Advisors Trust / American Century Moderate Growth Allocation Fund

GuideStone Funds: Defensive Market Strategies Fund

GuideStone Funds: Value Equity Fund

Imperial International Equity Pool

Imperial Overseas Equity Pool

Learning Quest 529 Education Savings Program

LGT Select Funds – LGT Select Equity Global

Lincoln Variable Insurance Products Trust – LVIP American Century Select Mid Cap Managed Volatility Fund

MassMutual Select Funds: MassMutual Select Mid-Cap Value Fund

MassMutual Select Funds: MassMutual Select Small Company 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

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

 

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

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 Income Fund

Schwab Capital Trust: Laudus International MarketMasters Fund

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

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

 

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SCHEDULE C: APPROVED ELECTRONIC BROKERS

(Last updated May 13, 2020)

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

LPL

Merrill Lynch

Morgan Stanley

Northern Trust

Northwestern Mutual

Raymond James

RBC

TD Ameritrade

UBS

Vanguard

Wells Fargo

 

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Code of Business Conduct and Ethics

April 30, 2020

 

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Code of Business Conduct and Ethics

Effective Date: April 30, 2020

 

 

 

1.

Introduction

This global Code of Business Conduct and Ethics (“Code”) governs the general commitment by BlackRock, Inc. and its subsidiaries (collectively, “BlackRock”) to conduct its business activities in the highest ethical and professional manner and to put client interests first. BlackRock’s reputation for integrity is one of its most important assets and is instrumental to its business success. While this Code covers a wide range of business activities, practices, and procedures, it does not cover every issue that may arise in the course of BlackRock’s many business activities. Rather, it sets out basic principles designed to guide BlackRock’s employees and directors. Consultants and contingent, contract, or temporary workers are expected to comply with the principles of this Code and policies applicable to their location, function, and status.

Every BlackRock employee and director — whatever his or her position — is responsible for upholding high ethical and professional standards and must seek to avoid even the appearance of improper behavior. Any violation of this Code may result in disciplinary action to the extent permitted by applicable law. Any employee who becomes aware of an actual or potential violation of this Code or other BlackRock policy is required to follow the reporting process described in the Global Policy for Reporting Illegal or Unethical Conduct and in Section 10 below.

 

2.

Compliance with Laws and Regulations

BlackRock’s global business activities are subject to extensive governmental regulation and oversight and it is critical that BlackRock and its employees comply with applicable laws, rules, and regulations, including those relating to insider trading. Employees are expected to refer to the guidance contained in the Compliance Manual and the various policies and procedures contained in the Policy Library in compliance with these laws and regulations and to seek advice from supervisors and Legal & Compliance (“L&C”) as necessary.

 

3.

Conflicts of Interest

Conflicts of interest may arise when a person’s private interest interferes, or appears to interfere, with the interests of BlackRock, or where the interests of an employee or the firm are inconsistent with those of a client or potential client, resulting in the risk of damage to the interests of BlackRock or one or more of its clients. A conflict may arise, for example, if an employee takes an action or has an interest that could appear to make it difficult for the employee to conduct the employee’s responsibilities to BlackRock and/or the client objectively and effectively, or if such employee or any person associated with the employee, including but not limited to members of the employee’s family or household, receives an improper personal benefit, such as money or a loan, as a result of the individual’s position at BlackRock. BlackRock has adopted policies, procedures, and controls designed to manage conflicts of interest, including the Global Conflicts of Interest Policy and the Global Outside Activity Policy. Employees are required to comply with these and other compliance related policies, procedures, and controls and to help mitigate potential conflicts of interest by adhering to the following standard of conduct:

 

   

Act solely in the best interests of clients;

 

   

Uphold BlackRock’s high ethical and professional standards;

 

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Code of Business Conduct and Ethics

April 30, 2020

 

   

Identify, report, and manage actual, apparent, or potential conflicts of interest; and

 

   

Make full and fair disclosure of any conflicts of interests, as may be required.

Conflicts of interest may not always be clear-cut and it is not possible to describe every situation in which a conflict of interest may arise – any question with respect to whether a conflict of interest exists, together with any actual or potential conflict of interest, should be directed to managers and L&C.

 

4.

Insider Trading and Personal Trading

Employees and directors who have access to confidential information about BlackRock, its clients, or issuers in which it invests client assets, are prohibited from using or sharing that information for security trading purposes or for any other purpose except in the proper conduct of our business. All non-public information about BlackRock or any of our clients or issuers should be considered “confidential information.” Use of material, non-public information in connection with any investment decision or recommendation or to “tip” others who might make an investment decision on the basis of this information is unethical and illegal and could result in civil and/or criminal penalties. Under the Global Personal Trading Policy, BlackRock employees are required to pre-clear all transactions in securities (except for certain exempt securities). Please consult the Global Insider Trading Policy for additional information.

 

5.

Gifts and Entertainment

Employees must act in the best interests of our clients and consider the reputation of BlackRock when receiving or providing any gift or entertainment. Employees are prohibited from offering, promising, giving or receiving, or authorizing others to offer, promise, give or receive anything of value, either directly or indirectly, to any party in order to improperly obtain or retain business, or to otherwise gain an improper business advantage.

In addition, strict laws (including criminal laws) govern the provision of gifts and entertainment, including meals, transportation, and lodging, to public officials. Employees are prohibited from providing gifts or anything of value to public officials or their employees or family members in connection with BlackRock’s business for the purpose of obtaining or retaining business or a business advantage. Please consult the Global Gifts and Entertainment Policy for additional information. Regional specific regulatory restrictions also apply.

 

6.

Political Contributions

Employees are required to pre-clear political contributions in accordance with the U.S. Political Contributions Policy - Global.

 

7.

Corporate Opportunities

Employees and directors:

 

   

are prohibited from taking personal opportunities for themselves that are discovered through the use of corporate property, information, or position without the consent of L&C;

 

   

are prohibited from using corporate property, information, or position for improper personal gain;

 

   

may not compete with BlackRock either directly or indirectly; and

 

   

owe a duty to BlackRock to advance its legitimate interests when the opportunity to do so arises.

 

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Code of Business Conduct and Ethics

April 30, 2020

 

8.

Competition and Fair Dealing

BlackRock seeks to outperform its competition fairly and honestly by seeking competitive advantage through superior performance; BlackRock does not engage in illegal or unethical business practices. BlackRock and its employees and directors should endeavor to respect the rights of, and deal fairly with, BlackRock’s clients, vendors, and competitors. Specifically, the following conduct is prohibited:

 

   

misappropriating proprietary information;

 

   

possessing trade secret information obtained without the owner’s consent;

 

   

inducing disclosure of proprietary information or trade secret information by past or present employees of other companies; and

 

   

taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

 

9.

Confidentiality

BlackRock’s employees and directors have an obligation of confidentiality to BlackRock and its clients. Confidential information includes non-public information that might be of use to competitors or that might harm BlackRock or its clients, if disclosed, and non-public information that clients and other parties have entrusted to BlackRock. The obligation to preserve confidential information continues even after employment ends. This obligation does not limit employees from reporting possible violations of law or regulation to a regulator or from making disclosures under whistleblower provisions, as discussed in greater detail in the Global Policy for Reporting Illegal or Unethical Conduct and relevant confidentiality policies and agreements.

 

10.

Reporting Any Illegal or Unethical Behavior

Every employee is required to report any illegal or unethical conduct about which they become aware, including those concerning accounting or auditing matters. Employees may report concerns to L&C by contacting a Managing Director in L&C directly or by contacting the Business Integrity Hotline, contact details for which are available via the intranet homepage. BlackRock will not retaliate or discriminate against any employee because of a good faith report. Employees have the right to report directly to a regulator and may do so anonymously; employees may provide protected disclosures under whistleblower laws and cooperate voluntarily with regulators, in each case without fear of retaliation by BlackRock. Please consult the Global Policy for Reporting Illegal or Unethical Conduct and local compliance manuals for additional detail.

 

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Code of Business Conduct and Ethics

April 30, 2020

 

11.

Protection and Proper Use of BlackRock Assets

Employees and directors should make every effort to protect BlackRock’s assets and use them efficiently. This obligation extends to BlackRock’s proprietary information, including intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, systems, software programs, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of proprietary information constitutes a violation of BlackRock policy and could result in civil and/or criminal penalties. Employees should refer to the Intellectual Property Policy and the Corporate Information Security and Acceptable Use of Technology Policy for additional information on the obligation to protect BlackRock’s property.

 

12.

Bribery and Corruption

BlackRock employees and directors are prohibited from making payments or offering or giving anything of value, directly or indirectly, to public officials of any country, or to persons in the private sector, if the intent is to influence such persons to perform (or reward them for performing) a relevant function or activity improperly or to obtain or retain business or an advantage in the course of business conduct. Employees should refer to the Global Anti-Bribery and Corruption Policy for additional information.

 

13.

Equal Employment Opportunity and Harassment

The diversity of BlackRock’s employees is a tremendous asset. BlackRock is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. In particular, it is BlackRock’s policy to afford equal opportunity to all qualified applicants and existing employees without regard to race, religion, color, national origin, sex (including pregnancy and gender identity/expression), sexual orientation, age, ancestry, physical or mental disability, marital status, political affiliation, citizenship status, genetic information, employment status, or protected veteran status or any other basis that would be in violation of any applicable ordinance or law. In addition, BlackRock will not tolerate harassment, bias, or other inappropriate conduct on the basis of any of the above protected categories. BlackRock’s Equal Employment Opportunity Policy and other employment policies are available in the Policy Library.

 

14.

Recordkeeping

BlackRock requires honest and accurate recording and reporting of information in order to conduct its business and to make responsible business decisions. BlackRock, as a financial services provider and a public company, is subject to extensive regulations regarding maintenance and retention of books and records. BlackRock’s books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect BlackRock’s transactions, and must conform both to applicable legal requirements and to BlackRock’s system of internal controls. Please consult the Global Records Management Policy and other record retention policies, available in the Policy Library, for additional information.

 

15.

Waivers of the Code

Any waiver of this Code for an executive officer or director must be made only by BlackRock’s Board of Directors or a Board committee and must be promptly disclosed as required by law or stock exchange regulation.

 

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Code of Ethics for JPMAM

Last Revision Date: December 18, 2020

Last Review Date: December 18, 2020

Effective Date: 02/01/2005


TABLE OF CONTENTS

 

1.

  Summary      3  

2.

  Amendments to Previous Version Distributed December 13, 2019      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      6  

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      7  
  5.4    Trade Reversals and Disciplinary Action      7  

6.

  Books and Records to be maintained by Investment Advisers      7  

7.

  Privacy      8  

8.

  Anti-Corruption      8  

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      9  
  9.5    Political Contributions and Activities      10  
  9.6    Charitable Contributions      11  
  9.7    Outside Interests      11  

10.

  Training      12  

11.

  Escalation Guidelines      12  
  11.1    Violation Prior to Material Violation      12  
  11.2    Material Violations      12  

12.

  Defined Terms      12  

 

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1.

Summary

This Code of Ethics for JPMorgan Asset Management (“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. In addition to the Code, J.P. Morgan Chase & Co. (“JPMC”) has a firmwide Code of Conduct that applies to all employees globally, including all JPMAM employees. In the event that a difference exists between any of the standards identified in the JPMC Code of Conduct and the Code, the more restrictive provision shall apply.

JPMAM hereby adopts the message from Jamie Dimon that was included in the JPMC Code of Conduct as it embodies JPMAM’s ethical standards:

“J.P. Morgan Chase has earned the respect of our customers, clients and communities across the globe because of our strong ethical culture and dedication to being straightforward and honest in our business dealings. This time-honored commitment defines who we are as a company and has established our firm as one of the world’s most respected financial institutions.

Our Code of Conduct reflects this shared commitment to operate with the highest level of integrity and ethical conduct, at all times and wherever we do business — be it in the office, or remotely. We abide by the letter and spirit of the laws and regulations and have zero tolerance for unethical behavior. And while we always strive do the right thing, we fully understand it’s not always the easiest thing.

We believe that fostering an inclusive workplace — one where all employees are treated fairly and respected for their diverse opinions and perspectives — is vital to our success. We do not tolerate inappropriate conduct by, or against, any colleague, customer, client, vendor or contractor who does business with our firm.

To continually build on our proud heritage, each of us must speak up when we see or experience something that doesn’t look or feel right. If you suspect a possible violation of the Code of Conduct or other improper behavior, know that you can report it without fear of retaliation.

The Code of Conduct is here to guide us as we continue to meet our obligations to our constituents — customers, the Board, shareholders, regulators — and ourselves.

Remember, preserving our culture of integrity depends on each of us doing the right thing.”

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) or any other person who provides investment advice on JPMAM’s behalf and is subject to JPMAM’s supervision or control.

 

 

1 And/or any other applicable non-US securities laws governing their jurisdiction.

 

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Supervised Persons must comply with applicable Federal Securities Laws1 and promptly report any known or suspected violations of the Code promptly to the Compliance Department or Code of Conduct Reporting Hotline, which shall report any such violation promptly to the Chief Compliance Officer (“CCO”) of the applicable legal entity, 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 to notify 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 Laws.

The Compliance Department provides a link to this Code and any amendments to all Supervised Persons 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 December 13, 2019

 

   

Updated Summary to include Jamie Dimon’s 2020 message; and

 

   

Changed section 9.7 from Outside Business Activities to Outside Interests to align with the updated firmwide policy; and

 

   

Updated Section 12 to include Highbridge Capital Management, LLC and JPMorgan Asset Management (Canada) Inc.

 

3.

Scope

This Code applies to all Supervised Persons of JPMAM.

 

4.

Reporting Requirements

 

  4.1.

Holdings Reports

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

 

  a)

Content of Holdings Reports

Each holdings report must contain, at a minimum:

 

  1)

Account Details

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

 

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  2)

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.

 

  3)

Submission Date

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

 

  b)

Submission of Holdings Reports

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

 

  1)

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.

 

  2)

Annual Report

Must be submitted at least once each 12-month period. Thereafter on or before 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:

 

  a)

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:

 

  1)

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;

 

  2)

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

 

  3)

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

 

  4)

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

 

  5)

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

 

  b)

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 must cover, at a minimum, all transactions during the quarter.

 

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4.3

Exceptions from Transaction Reporting Requirements

An Access Person need not submit:

 

  a)

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

 

  b)

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

 

  c)

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

 

  d)

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.

JPMC Transactions: Preclearance is no longer required for JPMC Securities (common stock, bonds, restricted stock units and employee stock options), except for Window List personnel, who are employees that are in possession, or have the potential to come into possession through the nature of their job duties, with material non-public information (MNPI) on JPMC.

 

5.1

Approved Broker Requirement

All self-directed Associated Accounts must be maintained with a JPMC Approved Broker.

 

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 conflict of interest.

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

 

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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. For Reportable Funds, only named Portfolio Managers of such funds are subject to a minimum holding period.

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.

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 licensing where applicable.

 

6.

Books and Records to be maintained by Investment Advisers

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

 

  a)

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;

 

  b)

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

 

  c)

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

 

  d)

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

 

  e)

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

 

  f)

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

 

  g)

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

 

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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 laws include the United States Foreign Corrupt Practices Act (“FCPA”), the United Kingdom Bribery Act of 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 MNPI.

 

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:

 

  a)

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

 

  b)

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

 

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approval, the following information must be provided to Compliance prior to the meeting:

 

  a)

Date and place of meeting;

 

  b)

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

 

  c)

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

 

  d)

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

 

  e)

Purpose of the meeting.

Compliance will review the pre-clearance request, 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 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.

All gifts and entertainment provided to U.S. federal, state and local government officials must be pre-cleared by Compliance to ensure that they comply with jurisdictional restrictions.

Gifts

Supervised Persons are only permitted to give gifts valued up to 100 USD, in the individual and the aggregate, 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. In addition, All gifts provided to U.S. federal, state and local government officials must be pre-cleared by Compliance to ensure that they comply with jurisdictional restrictions.

 

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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 prohibited.

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 if such entertainment is: (1) business related; (2) is not prohibited by law; and (3) in an amount that is reasonable and customary. Frequent and/or lavish business entertainment is prohibited.

Supervised Persons are limited to accepting 250 USD in meals and entertainment from a client or counterparty per calendar year, with limited exceptions. Once the 250 USD 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 LOB Compliance.

Supervised Persons must receive written pre-clearance from Compliance before providing any other type of Entertainment to an ERISA Plan Sponsor or Union Official aside from meals that conform to the AWM Expense Procedure (e.g., golf, sporting events, cultural or social events, concerts, leisure activities, etc.)

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 Global Anti-Corruption Compliance Violation Framework.

Sponsorships and Events

Both the sponsorship of distributor events and JPMAM hosting educational events for financial advisors who sell our funds are subject to internal policy. Sponsorships and events may require review by LOB Compliance and regional governance committees or designees.

Sponsorships and events at (i) the request of or (ii) for the benefit of a federal, state and local government officials require pre-clearance from Global Anti-Corruption Compliance.

 

  9.5

Political Contributions and Activities

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

 

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To ensure compliance with this federal pay-to-play rule and various state and local laws, AM-Affiliated 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 and internal transfers 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 Global Anti-Corruption Violation Framework.

 

9.6

Charitable Contributions

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

 

9.7

Outside Interests

A Supervised Person’s outside interests 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 interest if a potential conflict arises. Supervised Persons may not, directly or indirectly:

 

  a)

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;

 

  b)

Take for oneself a business opportunity belonging to the firm;

 

  c)

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, Outside Interest Policy – Firmwide, and Procedures for preclearance of Outside Interests are available on the JPMC Code of Conduct intranet site. Employees are reminded of their responsibility to obtain preclearance of their Outside Interests 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 interest 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.

 

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10.

Training

Compliance provides in-person and/or online training to Supervised Persons on an ongoing basis. Compliance determines the training topics that will be covered during training sessions based on the work responsibilities of Supervised Persons, applicable regulatory requirements and risk assessments. Compliance may, from time to time, distribute Compliance Bulletins reinforcing or clarifying prior guidance, communicating new regulatory developments or the adoption or amendment of policies, procedures or controls.

 

11.

Escalation Guidelines

JPMC’s Compliance Violation Framework 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 that 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.

 

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 such events 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 JPMAM include:
   1)    Employees of any of the Registered Investment Advisers within JPMAM.
   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;

 

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   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 Advisers, sometimes referred to as “dual-hatted” employees; or
   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.
AM-Affiliated Persons    1)    All employees of AM and members of the AM Operating Committee;
   2)    All employees aligned with or that support the AM business (i.e., AM Audit, AM
   3)    Legal, AM Compliance, AM Risk, AM Finance and AM Technology Operations);
   4)    All directors and officers of the U.S. registered investment advisors of JPMAM; and
   5)    The spouse, domestic partner or dependent child of AM-Affiliated Persons.
Connected Person    Individuals who, based on their relationship with a Supervised Person, are subject to provisions of this Policy including, but not limited to:
     

•  The Supervised Persons’ spouse, domestic partner or minor children (even if financially independent)

     

•  Anyone to whom the Supervised Person provides significant financial support or for which the Supervised Person, or anyone listed above, has or shares the power, directly or indirectly, to make investment decisions

Covered Account    Is an account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.
Automatic Investment Plan    Is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial ownership    Is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. Please note: Any report required under section 5. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.
Client    Is any entity (e.g. person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.
Federal Securities Laws    Are the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes- Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

 

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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.
      JPMorgan Funds Limited
      JPMorgan Asset Management (Asia Pacific) Ltd.
      Highbridge Capital Management, LLC
   JPMAM also includes the following foreign registered, but not SEC registered, adviser:
      JPMorgan Asset Management (Canada) Inc.
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.
LOB Compliance    Line of Business Compliance
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 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

 

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   4) Shares issued by open-end funds other than Reportable Funds
Supervised Persons    1)    Any partner, officer, director or employees of JPMAM (or other person occupying a similar status or performing similar functions).
   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;
   4)    All Access Persons
Value–Added    Is an executive level officer (i.e., president, Chief Executive Officer, Chief Financial
Investor    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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LOOMIS, SAYLES & CO., L.P.

LOOMIS SAYLES INVESTMENTS LIMITED

LOOMIS SAYLES INVESTMENTS ASIA PTE. LTD.

Code of Ethics

Policy on Personal Trading and

Related Activities

by Loomis Sayles Personnel

EFFECTIVE:

January 14, 2000

AS AMENDED:

December 16, 2020

 

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Table of Contents

 

1.  

INTRODUCTION

     3  
2.  

STATEMENT OF GENERAL PRINCIPLES

     3  
3.  

A FEW KEY TERMS

     4  
3.1.  

Covered Security

     4  
3.2.  

Beneficial Ownership

     6  
3.3.  

Investment Control

     7  
3.4.  

Maintaining Personal Accounts

     7  
4.  

SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

     8  
4.1.  

Pre-clearance

     8  
4.2.  

Good Until Canceled and Limit Orders

     10  
4.3.  

Short Term Trading Profits

     10  
4.4.  

Restrictions on Round Trip Transactions in Loomis Advised Funds

     11  
4.5.  

Derivatives

     11  
4.6.  

Short Sales

     12  
4.7.  

Competing with Client Trades

     12  
4.8.  

Large Cap/De Minimis Exemption

     13  
4.9.  

Investment Person Seven-Day Blackout Rule

     13  
4.10.  

Research Recommendations

     14  
4.11.  

Initial Public Offerings

     15  
4.12.  

Private Placement Transactions

     15  
4.13.  

Insider Trading

     16  
4.14.  

Restricted and Concentration List

     17  
4.15.  

Loomis Sayles Hedge Funds

     18  
4.16.  

Exemptions Granted by the Chief Compliance Officer

     18  
5.  

PROHIBITED OR RESTRICTED ACTIVITIES

     18  
5.1.  

Public Company Board Service and Other Affiliations

     18  
5.2.  

Participation in Investment Clubs and Private Pooled Vehicles

     19  
6.  

REPORTING REQUIREMENTS

     19  
6.1.  

Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code

     19  
6.2.  

Brokerage Confirmations and Brokerage Account Statements

     20  
6.3.  

Quarterly Transaction Reporting and Account Disclosure

     21  
6.4.  

Annual Reporting

     22  
6.5.  

Review of Reports by Chief Compliance Officer

     23  
6.6.  

Internal Reporting of Violations to the Chief Compliance Officer

     23  
7.  

SANCTIONS

     24  
8.  

RECORDKEEPING REQUIREMENTS

     25  
9.  

MISCELLANEOUS

     26  
9.1.  

Confidentiality

     26  
9.2.  

Disclosure of Client Trading Knowledge

     26  
9.3.  

Notice to Access Persons, Investment Persons and Research Analysts as to Code Status

     26  
9.4.  

Notice to Personal Trading Compliance of Engagement of Independent Contractors

     27  
9.5.  

Questions and Educational Materials

     27  

 

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Code of Ethics

Policy on Personal Trading and

Related Activities

1. INTRODUCTION

This Code of Ethics (“Code”) has been adopted by Loomis, Sayles & Co., L.P. (“Loomis US”), Loomis Sayles Investments Limited (“Loomis UK”) and Loomis Sayles Investments Asia Pte. Ltd. (“Loomis Asia”) (collectively (“Loomis Sayles”) to govern certain conduct of Loomis Sayles’ Supervised Persons and personal trading in securities and related activities of those individuals who have been deemed Access Persons thereunder, and under certain circumstances, those Access Persons’ family members and others in a similar relationship to them.

The policies in this Code reflect Loomis Sayles’ desire to detect and prevent not only situations involving actual or potential conflicts of interest or unethical conduct, but also those situations involving even the appearance of these.

2. STATEMENT OF GENERAL PRINCIPLES

It is the policy of Loomis Sayles that no Access Person or Supervised Person as such terms are defined under the Code, (please note that Loomis Sayles treats all employees as Access Persons) shall engage in any act, practice or course of conduct that would violate the Code, the fiduciary duty owed by Loomis Sayles and its personnel to Loomis Sayles’ clients, Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the provisions of Section 17(j) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and Rule 17j-1 there under. It is required that all Access Persons must comply with all applicable laws, rules and regulations including, but not limited to the Federal Securities Laws. The Investment Management Association of Singapore’s (“IMAS’”) Code of Ethics & Standards of Professional Conduct provides that Loomis Asia (as a member of IMAS) should have in place appropriate policies and internal controls governing personal dealing and appropriate structures in place to carry out monitoring and to ensure compliance. Therefore, all employees of Loomis Asia must also comply with the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), the Financial Advisers Act, Chapter 110 of Singapore (the “Financial Advisers Act”), and all other applicable Singapore laws, rules and regulations.

Under the requirements of the Financial Conduct Authority (FCA), there are Conduct Rules within the Senior Managers and Certification Regime (SM&CR) with which all employees of Loomis UK must comply. These rules are designed to improve the levels of responsibility and accountability, honesty and integrity, and to act at all times with due care, skill and diligence.

The Code is designed to comply with all of the above regulations.

The fundamental position of Loomis Sayles is, and has been, that it must at all times place the interests of its clients first. Accordingly, your personal financial transactions (and in some cases, those of your family members and others in a similar relationship to you) and related activities must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of your position of trust and responsibility.

 

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Without limiting in any manner the fiduciary duty owed by Loomis Sayles to its clients, it should be noted that Loomis Sayles considers it proper that purchases and sales be made by Access Persons in the marketplace of securities owned by Loomis Sayles’ clients, provided that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in the Code. In making personal investment decisions, however, you must exercise extreme care to ensure that the provisions of the Code are not violated and under no circumstances, may an Access Person use the knowledge of Covered Securities purchased or sold by any client of Loomis Sayles or Covered Securities being considered for purchase or sale by any client of Loomis Sayles to profit personally, directly or indirectly, by the market effect of such transactions.

Improper trading activity can constitute a violation of the Code. The Code can also be violated by an Access Person’s failure to file required reports, by making inaccurate or misleading reports or statements concerning trading activity, or by opening an account with a non-Select Broker without proper approval as set forth in the Code.

It is not intended that these policies will specifically address every situation involving personal trading. These policies will be interpreted and applied, and exceptions and amendments will be made, by Loomis Sayles in a manner considered fair and equitable, but in all cases with the view of placing Loomis Sayles’ clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate you from scrutiny of, and sanctions for, securities transactions which indicate an abuse of Loomis Sayles’ fiduciary duty to any of its clients.

You are encouraged to bring any questions you may have about the Code to Personal Trading Compliance.

Personal Trading Compliance, the Chief Compliance Officer and the Loomis Sayles Ethics Committee will review the terms and provisions of the Code at least annually, and make amendments as necessary. Any amendments to the Code will be provided to you.

3. A FEW KEY TERMS

Boldfaced terms have special meaning in this Code. The application of a particular Code requirement to you may hinge on the elements of the definition of these terms. See the Glossary at the end of this Code for definitions of these terms. In order to have a basic understanding of the Code, however, you must have an understanding of the terms “Covered Security”, “Beneficial Ownership” and “Investment Control” as used in the Code.

3.1. Covered Security

This Code generally relates to transactions in and ownership of an investment that is a Covered Security. Currently, this means any type of equity or debt security (such as common and preferred stocks, and corporate and government bonds or notes), any equivalent (such as ADRs, GDR’s, etc.), any derivative, instrument representing, or any rights relating to, a Covered Security, and any closely related security (such as certificates of participation, depository receipts, collateral– trust certificates, put and call options, warrants, and related convertible or exchangeable securities and securities indices). Shares of closed-end funds, municipal obligations and securities issued by agencies and instrumentalities of the U.S. government (e.g. GNMA obligations) are also considered Covered Securities under the Code.

 

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Additionally, the shares of any investment company registered under the Investment Company Act and the shares of any collective investment vehicle (“CIV”), (e.g. SICAVs, OEICs, UCITs, etc.) that is advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate (“Reportable Funds”) are deemed to be Covered Securities for purposes of certain provisions of the Code. Reportable Funds include open-end and closed-end funds and CIVs that are advised, sub-advised, or distributed by Loomis Sayles, Natixis, or a Natixis affiliate, but exclude money market funds. A current list of Reportable Funds is attached as Exhibit One and will be maintained on the firm’s intranet site under the Legal and Compliance page.

 

Explanatory Note:    While the definition of Reportable Funds encompasses funds or CIVs that are advised, sub-advised and/or distributed by Natixis and its affiliates, only those funds or CIVs advised or sub-advised by Loomis Sayles (“Loomis Advised Fund”) are subject to certain trading restrictions of the Code (specifically, the Short-Term Trading Profit and Round Trip Transaction restrictions). Please refer to Section 4.3 and 4.4 of the Code for further explanation of these trading restrictions. Additionally, Exhibit One distinguishes between those funds and CIVs that are only subject to reporting requirements under the Code (all Reportable Funds), and those that are subject to both the reporting requirements and the aforementioned trading restrictions (Loomis Advised Funds).

Shares of exchange traded funds (“ETFs”) and closed-end funds are deemed to be Covered Securities for the purposes of certain provisions of the Code. Broad based open-ended ETFs with either a market capitalization exceeding U.S. $1 billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the preclearance requirements of the Code, are exempt from certain provisions of the Code (“Exempt ETFs”). A current list of Exempt ETFs is attached as Exhibit Two and will be maintained on the firm’s intranet site under the Legal and Compliance page.

Explanatory Note: Broad based open-ended ETFs are determined by Personal Trading Compliance using Bloomberg data.

All Access Persons are expected to comply with the spirit of the Code, as well as the specific rules contained in the Code. Therefore, while the lists of Reportable Funds and Exempt ETFs are subject to change, it is ultimately the responsibility of all Access Persons to review these lists which can be found in Exhibit(s) One and Two, prior to making an investment in a Reportable Fund or ETF.

It should be noted that private placements, hedge funds and investment pools are deemed to be Covered Securities for purposes of the Code whether or not advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser. Investments in such securities are discussed under sections 4.12 and 5.2.

Please see Exhibit Three for the application of the Code to a specific Covered Security or instrument, including exemptions from pre-clearance.

 

5


3.2. Beneficial Ownership

The Code governs any Covered Security in which an Access Person has any direct or indirect “Beneficial Ownership.” Beneficial Ownership for purposes of the Code means a direct or indirect “pecuniary interest” that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Covered Security. The term “pecuniary interest” in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a Covered Security, whether or not the Covered Security or the relevant account is in your name and regardless of the type of account (i.e. brokerage account, direct account, or retirement plan account). Although this concept is subject to a variety of U.S. Securities and Exchange Commission (“SEC”) rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:

 

   

ownership of a Covered Security by your spouse or minor children;

 

   

ownership of a Covered Security by a live-in partner who shares your household and combines his/her financial resources in a manner similar to that of married persons;

 

   

ownership of a Covered Security by your other family members sharing your household (including an adult child (even if that child is currently living away at a college/university), a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law);

 

   

your share ownership, partnership interest or similar interest in Covered Securities held by a corporation, general or limited partnership or similar entity you control;

 

   

your right to receive dividends or interest from a Covered Security even if that right is separate or separable from the underlying securities;

 

   

your interest in a Covered Security held for the benefit of you alone or for you and others in a trust or similar arrangement (including any present or future right to income or principal); and

 

   

your right to acquire a Covered Security through the exercise or conversion of a “derivative Covered Security.”

In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security, including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.

 

Explanatory Note: 

All accounts that hold or can hold a Covered Security in which an Access Person has Beneficial Ownership are subject to the Code (such accounts include, but are not limited to, personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs, etc.).

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

 

6


3.3. Investment Control

The Code governs any Covered Security in which an Access Person has direct or indirect “Investment Control.” The term Investment Control encompasses any influence (i.e., power to manage, trade, or give instructions concerning the investment disposition of assets in the account or to approve or disapprove transactions in the account), whether sole or shared, direct or indirect, you exercise over the account or Covered Security.

You should know that you are presumed under the Code to have Investment Control as a result of having:

 

   

Investment Control (sole or shared) over your personal brokerage account(s);

 

   

Investment Control (sole or shared) over an account(s) in the name of your spouse or minor children, unless, you have renounced an interest in your spouse’s assets (subject to the approval of the Chief Compliance Officer);

 

   

Investment Control (sole or shared) over an account(s) in the name of any family member, friend or acquaintance;

 

   

Involvement in an Investment Club;

 

   

Trustee power over an account(s); and

 

   

The existence and/or exercise of a power of attorney over an account.

Please see Exhibit Four for specific examples of the types of interests and accounts subject to the Code.

3.4. Maintaining Personal Accounts

All Access Persons that reside within the U.S.(“Loomis US Access Persons”), who have personal accounts that hold or can hold Covered Securities in which they have direct or indirect Investment Control and Beneficial Ownership are required to maintain such accounts at one of the following firms: Ameriprise, Baird, Bank of America/Merrill Lynch, Charles Schwab, Citi Personal Wealth Management, E*TRADE, Fidelity Investments, Interactive Brokers, JP Morgan Chase & Co., Morgan Stanley Smith Barney, TD Ameritrade, UBS, Vanguard, or Wells Fargo (collectively, the “Select Brokers”). In addition, shares of Reportable Funds must be held through either: a Select Broker; directly through the Reportable Fund’s transfer agent, or through one or more of Loomis Sayles’ retirement plans, unless an exception to the Select Broker requirement, as described below, is granted.

Accounts in which the Loomis US Access Person only has either Investment Control or Beneficial Ownership; certain retirement accounts with the Loomis US Access Person’s prior employer; accounts managed by an outside adviser in which the Loomis US Access Person exercises no investment discretion; accounts in which the Loomis US Access Persons spouse is employed by another investment firm and must abide by that firm’s Code of Ethics; and/or the retirement accounts of a Loomis US Access Person’s spouse may be maintained with a firm other than the Select Brokers upon the prior written approval of Personal Trading Compliance or the Chief Compliance Officer. In these cases, Loomis US Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are

 

7


executed in such accounts, and statements on a monthly basis, if available, or at least quarterly for non-Select Brokers. In addition, Personal Trading Compliance or the Chief Compliance Officer may grant exemptions to the Select Broker requirement for accounts not used for general trading purposes such as ESOPs, DRIPs, securities held physically or in book entry form, family of fund accounts or situations in which the Loomis US Access Person has a reasonable hardship for maintaining their accounts with a Select Broker.

Access Persons with a residence outside the U.S., are exempt from maintaining their personal accounts at a Select Broker. However, such Access Persons are responsible for ensuring that Personal Trading Compliance receives duplicate confirms as and when transactions are executed in such accounts, and statements on a monthly basis, if available, or at least quarterly.

All Access Persons must receive pre-clearance approval from Personal Trading Compliance prior to the opening of any new personal accounts that can hold Covered Securities in which the Access Person has direct or indirect Investment Control or Beneficial Ownership. This includes Select Broker accounts. In addition, the opening of all reportable accounts must also be reported to Personal Trading Compliance as set forth in Section 6.2 and Section 6.3 of the Code.

Finally, Access Persons must inform the Select Broker or other financial institution of his/her association with Loomis Sayles during the account opening process.

 

Explanatory Note:    While certain accounts may be granted an exemption from certain provisions of the Code, inclusive of the Select Broker requirement, they are still subject to the reporting requirements of the Code and may be subject to the preclearance requirements of the Code (e.g. joint accounts) as set forth in Section 4.1 of the Code. The terms of a specific exemption will be outlined in an exemption memorandum which is issued to the Access Person by Personal Trading Compliance. An Access Persons failure to abide by the terms and conditions of an account exemption issued by Personal Trading Compliance could result in a violation of the Code.

4. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING

The following are substantive prohibitions and restrictions on Access Persons’ personal trading and related activities. In general, the prohibitions set forth below relating to trading activities apply to accounts holding Covered Securities in which an Access Person has Beneficial Ownership and Investment Control.

4.1. Pre-clearance

Each Access Person must pre-clear through the PTA Pre-Clearance System (“PTA”) all Volitional transactions in Covered Securities (i.e. transactions in which the Access Person has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold) in which he or she has Investment Control and in which he or she has or would acquire Beneficial Ownership. Exceptions to the pre-clearance requirement include, but are not limited to: Open-ended mutual funds, and CIVs meeting the criteria described below, Exempt ETFs listed in Exhibit Two, and US Government Agency bonds (i.e. GNMA, FNMA, FHLMC), as set forth in Exhibit(s) Three and Five.

 

8


Explanatory Note:    A CIV is exempt from pre-clearance under the following conditions: issues shares that shareholders have the right to redeem on demand; calculates an NAV on a daily basis in a manner consistent with the principles of Section 2(a)(41) of the 1940 Act and Rule 2a-4 thereunder; issues and redeems shares at the NAV next determined after receipt of the relevant purchase or redemption order consistent with the “forward pricing” principles of Rule 22c-1 under the 1940 Act; and there is no secondary market for the shares of the CIV.
Explanatory Note:    Futures, options and swap transactions in Covered Securities must be manually pre-cleared by Personal Trading Compliance since PTA cannot handle such transactions. Initial public offerings, private placement transactions, including hedge funds whether or not they are advised, sub-advised, or distributed by Loomis Sayles or a Natixis investment adviser, participation in investment clubs and private pooled vehicles require special pre-clearance as detailed under Sections 4.11, 4.12 and 5.2 of the Code.
Explanatory Note:    Broad based open-ended ETFs with either a market capitalization exceeding $1billion OR an average daily trading volume exceeding 1 million shares (over a 90 day period); options on such ETFs, options on the indices of such ETFs; and ETFs that invest 80% of their assets in securities that are not subject to the pre-clearance requirements of the Code, are exempt from the pre-clearance and trading restrictions set forth in Sections 4.1, 4.3, 4.5, 4.6, 4.7, 4.9, and 4.10 of the Code. A list of the Exempt ETFs is provided in Exhibit Two of the Code. All closed end-funds, closed-end ETFs, sector based/narrowly defined ETFs and broad based open-ended ETFs with a market capitalization below U.S. $1 billion AND an average daily trading volume below 1 million shares (over a 90 day period) are subject to the preclearance and trading restrictions detailed under Section 4 of the Code.
   All closed-end funds and ETFs, including those Exempt ETFs and their associated options as described above, are subject to the reporting requirements detailed in Section 6 of the Code.

Any transaction approved pursuant to the pre-clearance request procedures must be executed by the end of the trading day on which it is approved unless Personal Trading Compliance extends the pre-clearance for an additional trading day. If the Access Person’s trade has not been executed by the end of the same trading day (or the next trading day in the case of an extension), the pre-clearance will lapse and the Access Person may not trade without again seeking and obtaining pre-clearance of the intended trade.

For Access Persons with a U.S. residence, pre-clearance requests can only be submitted through PTA and/or to Personal Trading Compliance Monday – Friday from 9:30am-4:00pm Eastern Standard Time. Access Persons with a residence outside the U.S. will be given separate pre-clearance guidelines instructing them on the availability of PTA and Personal Trading Compliance support hours.

 

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If after pre-clearance is given and before it has lapsed, an Access Person becomes aware that a Covered Security as to which he or she obtained pre-clearance has become the subject of a buy or sell order or is being considered for purchase or sale for a client account, the Access Person who obtained the pre-clearance must consider the pre-clearance revoked and must notify Personal Trading Compliance immediately. If the transaction has already been executed before the Access Person becomes aware of such facts, no violation will be considered to have occurred as a result of the Access Person’s transaction.

If an Access Person has actual knowledge that a requested transaction is nevertheless in violation of this Code or any provision thereof, approval of the request will not protect the Access Person’s transaction from being considered in violation of the Code. The Chief Compliance Officer or Personal Trading Compliance may deny or revoke pre-clearance for any reason that is deemed to be consistent with the spirit of the Code.

4.2. Good Until Canceled and Limit Orders

No Access Person shall place a “good until canceled,” “limit” or equivalent order with his/her broker except that an Access Person may utilize a “day order with a limit” so long as the transaction is consistent with provisions of this Code, including the pre-clearance procedures. All orders must expire at the end of the trading day on which they are pre-cleared unless otherwise extended by Personal Trading Compliance.

4.3. Short Term Trading Profits

No Access Person may profit from the Volitional purchase and sale, or conversely the Volitional sale and purchase, of the same or equivalent Covered Security (including Loomis Advised Funds) within 60 calendar days (unless the sale involved shares of a Covered Security that were acquired more than 60 days prior). Hardship exceptions may be requested (in advance) from Personal Trading Compliance.

An Access Person may sell a Covered Security (including Loomis Advised Funds) or cover an existing short position at a loss within 60 calendar days. Such requests must be submitted through the PTA System and to Personal Trading Compliance for approval because the PTA System does not have the capability to determine whether the Covered Security will be sold at a gain or a loss.

 

Explanatory Note:

   For purposes of calculating the 60 day holding period, the trade date of a given purchase or sale is deemed to be day zero. 60 full days must pass before an Access Person can trade that same Covered Security for a profit and therefore, allowing the Access Person to do so on the 61st day.
Explanatory Note:    The Short Term Trading Profits provision is applicable to transactions that are executed across all of an Access Person’s accounts. For example, if an Access Person sold shares of ABC in his/her Fidelity brokerage account today, that Access Person would not be allowed to buy shares of ABC in his/her Charles Schwab IRA account at a lower price within 60 days following the sale.
Explanatory Note:    Please refer to Exhibit One for a current list of Loomis Advised Funds. Please also note that all closed-end funds are subject to the trading restrictions of Section 4.3 of the Code.

 

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4.4. Restrictions on Round Trip Transactions in Loomis Advised Funds

In addition to the 60 day holding period requirement for purchases and sales of Loomis Advised Funds, an Access Person is prohibited from purchasing, selling and then re-purchasing shares of the same Loomis Advised Fund within a 90 day period (“Round Trip Restriction”). The Round Trip Restriction does not limit the number of times an Access Person can purchase a Loomis Advised Fund or sell a Loomis Advised Fund during a 90 day period. In fact, subject to the holding period requirement described above, an Access Person can purchase a Loomis Advised Fund (through one or multiple transactions) and can liquidate their position in that fund (through one or several transactions) during a 90 day period. However, an Access Person cannot then reacquire a position in the same Loomis Advised Fund previously sold within the same 90 day period.

The Round Trip Restriction will only apply to Volitional transactions in Loomis Advised Funds. Therefore, shares of Loomis Advised Funds acquired through a dividend reinvestment or dollar cost averaging program, and automatic monthly contributions to the firm’s 401K plan will not be considered when applying the Round Trip Restriction.

Finally, all Volitional purchase and sale transactions of Loomis Advised Funds, in any share class and in any employee account (i.e., direct account with the Loomis Advised Fund, Select Broker account, 401K account, etc.) will be matched for purposes of applying the Round Trip Restriction.

 

Explanatory Note:

Only Loomis Advised Funds are subject to Section 4.4 of the Code. Please refer to Exhibit One for a current list of Loomis Advised Funds.

4.5. Derivatives

No Access Person shall use derivatives, including but not limited, to options, futures, swaps or warrants on a Covered Security to evade the restrictions of the Code. In other words, no Access Person may use derivative transactions with respect to a Covered Security if the Code would prohibit the Access Person from taking the same position directly in the underlying Covered Security.

 

Explanatory Note:   When transacting in derivatives, Access Persons must pre-clear the derivative and the underlying security in PTA as well as receive manual approval from Personal Trading Compliance before executing their transaction. Please note that options on Exempt ETFs and the underlying index of the ETF, as well as futures on currencies, commodities, cash instruments (such as loans or deposits), stock indexes and interest rates do not require pre-clearance, but do require reporting. For more detailed information, please see Section 4.1 of the Code.
Explanatory Note:   Futures and Options on virtual currency (e.g., Bitcoin, Ethereum) are exempt from pre-clearance and the Code’s trading restrictions, similar to futures and options on other currencies, but they are subject to the Code’s reporting requirements. Futures and Options on an Initial Coin Offering require preclearance, reporting and are subject to the Code’s trading restrictions.
Explanatory Note:   Entering into Financial Spread Betting or Contract for Difference transactions, the act of taking a bet on the price movement of a security or underlying index is strictly prohibited under the Code.

 

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4.6. Short Sales

No Access Person may purchase a put option, sell a call option, sell a Covered Security short or otherwise take a short position in a Covered Security then being held long in a Loomis Sayles client account, unless, in the cases of the purchase of a put or sale of a call option, the option is on a broad based index.

 

Explanatory Note:    If an Access Person seeks pre-clearance to purchase a put option or sell a call option to hedge an existing long position in the same underlying securities, PTC will compare the value of the underlying long position to the option to determine whether the Access Person’s net position would be long or short. If short, the option transaction will be denied.

4.7. Competing with Client Trades

Loomis Asia is required to give priority to Loomis Sayles’ client orders. Loomis Asia cannot purchase or sell securities that are permitted to be traded on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) or on the securities market of any recognized market operator in Singapore if it were to act as a principal or on behalf of a person associated with or connected to Loomis Asia, where a client of Loomis Sayles who is not associated with or connected to Loomis Asia has instructed Loomis Asia to purchase or sell securities of the same class and Loomis Asia has not complied with the instruction. In addition, Loomis Asia must also accord priority to transactions for the purchase or sale of securities or to investments made on behalf of clients, over those made for the following persons: (i) Loomis Asia; (ii) Loomis Asia’s associated persons; (iii) Loomis Asia’s officers; (iv) Loomis Asia’s employees; (v) Loomis Asia’s representatives; (vi) any person whom Loomis Asia knows to be an associated person of the persons in (iii), (iv) or (v). However, neither Loomis Asia nor its employees will act in a principal capacity.

Except as set forth in Section 4.8, an Access Person may not, directly or indirectly, purchase or sell a Covered Security (Reportable Funds are not subject to this rule.) when the Access Person knows, or reasonably should have known, that such Covered Securities transaction competes in the market with any actual or considered Covered Securities transaction for any client of Loomis Sayles, or otherwise acts to harm any Loomis Sayles client’s Covered Securities transactions.

Generally pre-clearance will be denied if:

 

   

a Covered Security or a closely related Covered Security is the subject of a pending “buy” or “sell” order for a Loomis Sayles client until that buy or sell order is executed or withdrawn.

 

   

the Covered Security is being considered for purchase or sale for a Loomis Sayles client, until that security is no longer under consideration for purchase or sale.

The PTA System has the information necessary to deny pre-clearance if any of these situations apply. Therefore, if you receive an approval in PTA, you may assume the Covered Security is not being considered for purchase or sale for a client account unless you have actual knowledge to the contrary, in which case the pre-clearance you received is null and void. For Covered Securities requiring manual pre-clearance (i.e. futures, options and other derivative transactions in Covered Securities), the applicability of such restrictions will be determined by Personal Trading Compliance upon the receipt of the pre-clearance request.

 

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4.8. Large Cap/De Minimis Exemption

An Access Person who wishes to make a trade in a Covered Security that would otherwise be denied pre-clearance solely because the Covered Security is under consideration or pending execution for a client, as provided in Section 4.7, will nevertheless receive approval when submitted for pre-clearance provided that:

 

   

the issuer of the Covered Security in which the Access Person wishes to transact has a market capitalization exceeding U.S. $5 billion (a “Large Cap Security”); AND

 

   

the aggregate amount of the Access Person’s transactions in that Large Cap Security on that day across all personal accounts does not exceed $10,000 USD.

Such transactions will be subject to all other provisions of the Code.

4.9. Investment Person Seven-Day Blackout Rule

No Investment Person shall, directly or indirectly, purchase or sell any Covered Security (Reportable Funds are not subject to this rule) within a period of seven (7) calendar days (trade date being day zero) before and after the date that a Loomis Sayles client, with respect to which he or she has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity, has purchased or sold such Covered Security or a closely related Covered Security. It is ultimately the Investment Person’s responsibility to understand the rules and restrictions of the Code and to know what Covered Securities are being traded in his/her client(s) account(s) or any account(s) with which he/she is associated.

 

Explanatory Note:   The “seven days before” element of this restriction is based on the premise that an Investment Person who has the ability to influence investment decisions or has prior investment knowledge regarding associated client activity can normally be expected to know, upon execution of his or her personal trade, whether any client as to which he or she is associated, has traded, or will be trading in the same or closely related Covered Security within seven days of his or her personal trade. Furthermore, an Investment Person who has the ability to influence investment decisions has a fiduciary obligation to recommend and/or affect suitable and attractive trades for clients regardless of whether such trades may cause a prior personal trade to be considered an apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in a client account in order to avoid a conflict with this restriction.
  It is understood that there may be particular circumstances (i.e. news on an issuer, a client initiated liquidation, subscription or rebalancing) that may occur after an Investment Person’s personal trade which gives rise to an opportunity or necessity for an associated client to trade in that Covered Security which did not exist or was not anticipated by that person at the time

 

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  of that person’s personal trade. Personal Trading Compliance will review all extenuating circumstances which may warrant the waiving of any remedial actions in a particular situation involving an inadvertent violation of this restriction. In such cases, an exception to the Investment Person Seven-Day Blackout Rule will be granted upon approval by the Chief Compliance Officer.
  The Chief Compliance Officer, or designee thereof, may grant a waiver of the Investment Person Seven-Day Blackout Rule if the Investment Person’s proposed transaction is conflicting with client “cash flow” trading in the same security (i.e., purchases of a broad number of portfolio securities in order to invest a capital addition to the account or sales of a broad number of securities in order to generate proceeds to satisfy a capital withdrawal from the account). Such “cash flow” transactions are deemed to be non-volitional at the security level since they do not change the weighting of the security being purchased or sold in the client’s portfolio.
Explanatory Note:   The trade date of an Investment Person’s purchase or sale is deemed to be day zero. Any associated client trade activity executed, in either that Covered Security or a closely related Covered Security, 7 full calendar days before or after an Access Person’s trade will be considered a violation of the Investment Person Seven-Day Blackout Rule. For example, if a client account purchased shares of company ABC on May 4th, any Access Person who is associated with that client account cannot trade ABC in a personal account until May 12th without causing a potential conflict with the Investment Person Seven-Day Blackout Rule.
Explanatory Note:   While the Investment Person Seven-Day Blackout Rule is designed to address conflicts between Investment Persons and their clients, it is the fiduciary obligation of all Access Persons to not effect trades in their personal account if they have prior knowledge of client trading or pending trading activity in the same or equivalent securities. The personal trade activity of all Access Persons is monitored by Personal Trading Compliance for potential conflicts with client trading activity.

4.10. Research Recommendations

The Loomis Sayles Fixed Income Research Analysts issue “Buy,” “Sell,” and “Hold” recommendations on the fixed income securities that they cover. The Loomis Sayles Equity Research Analysts issue price targets and other types of recommendations on the companies they cover, and certain Equity products have their own research analysts that provide recommendations to their respective investment teams. Collectively the fixed income and equity recommendations and equity price targets are hereinafter referred to as “Recommendations”.

Recommendations are intended to be used for the benefit of the firm’s clients. It is also understood Access Persons may use Recommendations as a factor in the investment decisions they make in their personal and other brokerage accounts that are covered by the Code. The fact that Recommendations may be used by the firm’s investment teams for client purposes and Access Persons may use them for personal reasons creates a potential for conflicts of interests. Therefore, the following rules apply to Recommendations:

 

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During the three (3) business day period before a Research Analyst issues a recommendation on a Covered Security, that the Research Analyst has reason to believe that his/her Recommendation is likely to result in client trading in the Covered Security, the Research Analyst may not purchase or sell said Covered Security for any of his/her personal brokerage accounts or other accounts covered by the Code.

 

Explanatory Note:    It is understood that there may be particular circumstances such as a news release, change of circumstance or similar event that may occur after a Research Analyst’s personal trade which gives rise to a need, or makes it appropriate, for the Research Analyst to issue a Recommendation on said Covered Security. A Research Analyst has an affirmative duty to make unbiased Recommendations and issue reports, both with respect to their timing and substance, without regard to his or her personal interest in the Covered Security. It would constitute a breach of a Research Analyst’s fiduciary duty and a violation of this Code to delay or fail to issue a Recommendation in order to avoid a conflict with this restriction.
   Personal Trading Compliance will review any extenuating circumstances which may warrant the waiving of any remedial sanctions in a particular situation involving an inadvertent violation of this restriction.

 

   

Access Persons are prohibited from using a Recommendation for purposes of transacting in the Covered Security covered by the Recommendation in their personal accounts and other accounts covered by the Code until such time Loomis Sayles’ clients have completed their transactions in said securities in order to give priority to Loomis Sayles’ clients’ best interests.

 

Explanatory Note:    Personal Trading Compliance utilizes various automated reports to monitor Access Persons’ trading in Covered Securities relative to Recommendations and associated client transactions. It also has various tools to determine whether a Recommendation has been reviewed by an Access Person. An Access Person’s trading in a Covered Security following a Recommendation and subsequent client trading in the same security and in the same direction will be deemed a violation of the Code unless Personal Trading Compliance determines otherwise.

4.11. Initial Public Offerings

Investing in Initial Public Offerings of Covered Securities is prohibited unless such opportunities are connected with your prior employment compensation (i.e. options, grants, etc.) or your spouse’s employment compensation. No Access Person may, directly or indirectly, purchase any securities sold in an Initial Public Offering without obtaining prior written approval from the Chief Compliance Officer.

4.12. Private Placement Transactions

No Access Person may, directly or indirectly, purchase any Covered Security offered and sold pursuant to a Private Placement Transaction, including hedge funds and Initial Coin Offerings, without obtaining the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate

 

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member of senior management. In addition to addressing potential conflicts of interest between the Access Person’s Private Placement Transaction and the firm’s clients’ best interests, the preclearance of Private Placements is designed to determine whether the Access Person may come into possession of material non-public information (“MNPI”) on a publically traded company as a result of the Private Placement.

A Private Placement Transaction approval must be obtained by completing an automated Private Placement Pre-clearance Form which can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

 

Explanatory Note:    If you have been authorized to acquire a Covered Security in a Private Placement Transaction, you must disclose to Personal Trading Compliance if you are involved in a client’s subsequent consideration of an investment in the issuer of the Private Placement, even if that investment involves a different type or class of Covered Security. In such circumstances, the decision to purchase securities of the issuer for a client must be independently reviewed by an Investment Person with no personal interest in the issuer.

The purchase of additional shares, (including mandatory capital calls), or the subsequent sale (partial or full) of a previously approved Private Placement, must receive pre-clearance approval from the Chief Compliance Officer. In addition, all transactions in Private Placements must be reported quarterly and annually as detailed in Section 6 of the Code.

 

Explanatory Note:    To submit a pre-clearance request for subsequent trade activity in a Private Placement, Access Persons must complete the automated Private Placement Pre-clearance Form which will be reviewed by Personal Trading Compliance to ensure there are no conflicts with any underlying Code provisions including the Short-Term Trading Rule.

4.13. Insider Trading

At the start of an Access Person’s engagement with Loomis Sayles, and annually thereafter, each Access Person must acknowledge his/her understanding of and compliance with the Loomis Sayles Insider Trading Policies and Procedures. The firm’s policy is to refrain from trading or recommending trading when in the possession of MNPI.

Some examples of MNPI may include:

 

   

Earnings estimates or dividend changes

 

   

Positive or negative forthcoming news about an issuer

 

   

Supplier discontinuances

 

   

Mergers or acquisitions

 

   

Regulatory Actions

If an Access Person receives or believes that he/she may have received MNPI with respect to a company, the Access Person must contact the Chief Compliance Officer or General Counsel immediately, and must not:

 

   

purchase or sell that security in question, including any derivatives of that security;

 

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recommend the purchase or sale of that security, including any derivatives of that security; or

 

   

relate the information to anyone other than the Chief Compliance Officer or General Counsel of Loomis Sayles.

If it has been determined that an Access Person has obtained MNPI on a particular company, its securities will generally be placed on the firm’s Restricted List thereby restricting trading by the firm’s client accounts and Access Persons. The only exception to this policy is with the approval of the Chief Compliance Officer or General Counsel of the firm, and then only in compliance with the firm’s Firewall Procedures.

In addition, under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), Loomis Asia is required under the Notice on Reporting of Misconduct of Representatives by Holders of Capital Markets Services License and Exempt Financial Institutions to report to the Monetary Authority of Singapore (“MAS”) upon discovery of, inter alia, any involvement of its representatives in market misconduct or insider trading.

For Loomis UK, the Market Abuse Regulation (“MAR”) requires that firms and individuals report suspicious transactions and orders (STORs), as defined in Article 16 of MAR, as well as attempted market abuse, to the FCA, without delay. The STOR report should be submitted via the FCA’s Connect system.

Separately, Access Persons must inform Personal Trading Compliance if a spouse, partner and/or immediate family member (“Related Person”) is an officer and/or director of a publicly traded company in order to enable Personal Trading Compliance to implement special preclearance procedures for said Access Persons in order to prevent insider trading in the Related Person’s company’s securities.

Access Persons should refer to the Loomis Sayles Insider Trading Policies and Procedures which are available on the Legal and Compliance homepage of the firm’s Intranet, for complete guidance on dealing with MNPI.

4.14. Restricted and Concentration List

The Loomis Sayles Restricted and Concentration List (“Restricted List”) is designed to restrict Loomis Sayles and/or Access Persons from trading in or recommending, the securities of companies on the Restricted List for client and/or Access Persons personal accounts. Companies may be added to the Restricted List if Loomis Sayles comes into possession of MNPI about a company. A company’s securities can also be added to the Restricted List due to the size of the aggregate position Loomis Sayles’ clients may have in the company. Finally, there may be regulatory and/or client contractual restrictions that may prevent Loomis Sayles from purchasing securities of its affiliates, and as a result, the securities of all publicly traded affiliates of Loomis Sayles will be added to the Restricted List. No conclusion should be drawn from the addition of an issuer to the Restricted List. The Restricted List is confidential, proprietary information which must not be distributed outside of the firm.

At times, an Access Person may have possession of MNPI on a specific company as a result of his/her being behind a firewall. In such cases, Personal Trading Compliance will create a specialized Restricted List in PTA for the Access Person behind the wall in order to prevent trading in the company’s securities until such time as the Chief Compliance Officer has deemed the information in the Access Person’s possession to be in the public domain or no longer material.

 

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If a security is added to either the Loomis Sayles firm-wide Restricted List or an individual or group Access Person Restricted List, Access Persons will be restricted from purchasing or selling all securities related to that issuer until such time as the security is removed from the applicable Restricted List. The PTA System has the information necessary to deny pre-clearance if these situations apply.

4.15. Loomis Sayles Hedge Funds

From time to time Loomis Sayles may manage hedge funds, and Access Persons of Loomis Sayles, including the hedge fund’s investment team and supervisors thereof may make personal investments in such hedge funds. At times, especially during the early stages of a new hedge fund, there may be a limited number of outside investors (i.e., clients and non-employee individual investors) in such funds. In order to mitigate the appearance that investing personally in a hedge fund can potentially be used as a way to benefit from certain trading practices that would otherwise be prohibited by the Code if Access Persons engaged in such trading practices in their personal accounts, investment team members of a hedge fund they manage are individually required to limit their personal investments in such funds to no more than 20% of the hedge funds’ total assets. In addition, the supervisor of a hedge fund investment team must limit his/her personal investment in such hedge fund to no more than 25% of the hedge fund’s total assets.

By limiting the personal interests in the hedge fund by their investment teams and their supervisors in this manner, all of the portfolio trading activity of the Loomis Sayles hedge funds is deemed to be exempt from the pre-clearance and trading restrictions of the Code.

4.16. Exemptions Granted by the Chief Compliance Officer

Subject to applicable law, Personal Trading Compliance or the Chief Compliance Officer may from time to time grant exemptions, other than or in addition to those described in Exhibit Five, from the trading restrictions, pre-clearance requirements or other provisions of the Code with respect to particular individuals such as non-employee directors, consultants, temporary employees, interns or independent contractors, and types of transactions or Covered Securities, where, in the opinion of the Chief Compliance Officer, such an exemption is appropriate in light of all the surrounding circumstances.

5. PROHIBITED OR RESTRICTED ACTIVITIES

5.1. Public Company Board Service and Other Affiliations

To avoid conflicts of interest, MNPI and other compliance and business issues, Loomis Sayles prohibits Access Persons from serving as officers or members of the board of any publicly traded entity. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of Loomis Sayles.

In addition, in order to identify potential conflicts of interests, compliance and business issues, before accepting any service, employment, engagement, connection, association, or affiliation in or within any enterprise, business or otherwise, (herein after, collectively Outside Activity(ies)), an Access Person must obtain the advance written approval of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management.

 

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To pre-approve an Outside Activity the Access Person must complete the Outside Activity Form, that can be found within the ‘Important Links’ section of the PTA Homepage. In determining whether to approve such Outside Activity, Personal Trading Compliance and the Chief Compliance Officer will consider whether such service will involve an actual or perceived conflict of interest with client trading, place impediments on Loomis Sayles’ ability to trade on behalf of clients or otherwise materially interfere with the effective discharge of Loomis Sayles’ or the Access Person’s duties to clients. Loomis Asia Compliance will also be involved in this review process to be alerted on activities that require prompt notifications to MAS.

 

Explanatory Note:    Examples of Outside Activities include, but are not limited to, family businesses, acting as an officer, partner or trustee of an organization or trust, political positions, second jobs, professional associations, etc. Outside Activities that are not covered by the Code are activities that involve a charity or foundation, as long as you do not provide investment or financial advice to the organization. Examples would include: volunteer work, homeowners’ organizations (such as condos or coop boards), or other civic activities.

5.2. Participation in Investment Clubs and Private Pooled Vehicles

No Access Person shall participate in an investment club or invest in a hedge fund, or similar private organized investment pool (but not an SEC registered open-end mutual fund) without the express permission of Personal Trading Compliance, the Chief Compliance Officer and the applicable Access Person’s supervisor or other appropriate member of senior management, whether or not the investment vehicle is advised, sub-advised or distributed by Loomis Sayles or a Natixis investment adviser.

6. REPORTING REQUIREMENTS

6.1. Initial Holdings Reporting, Account Disclosure and Acknowledgement of Code

Within 10 days after becoming an Access Person, each Access Person must file with Personal Trading Compliance, a report of all Covered Securities holdings (including holdings of Reportable Funds) in which such Access Person has Beneficial Ownership or Investment Control. The information contained therein must be current as of a date not more than 45 days prior to the individual becoming an Access Person.

Additionally, within 10 days of becoming an Access Person, such Access Person must report all brokerage or other accounts that hold or can hold Covered Securities in which the Access Person has Beneficial Ownership or Investment Control. The information must be as of the date the person became an Access Person. An Access Person can satisfy these reporting requirements by providing Personal Trading Compliance with a current copy of his or her brokerage account or other account statements, which hold or can hold Covered Securities. An automated Initial Code of Ethics Certification and Disclosure Form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’. This form must be completed and submitted to Personal Trading Compliance by the Access Person within 10 days of becoming an

 

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Access Person. The content of the Initial Holdings information must include, at a minimum, the title and type of security, the ticker symbol or CUSIP or ISIN, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. With the exception of the Access Persons of Loomis Asia and Loomis UK, newly hired Access Persons must close existing non-Select brokerage accounts and transfer the assets to a Select Broker within 30 days of their start date at Loomis Sayles, unless the Access Person receives written approval from Personal Trading Compliance or the Chief Compliance Officer to maintain his/her account(s) at a non-Select Broker.

 

Explanatory Note:    Loomis Sayles treats all of its employees and certain consultants as Access Persons. Therefore, you are deemed to be an Access Person as of the first day you begin working for the firm.
Explanatory Note:    Types of accounts in which Access Persons are required to report include, but are not limited to: personal brokerage accounts, mutual fund accounts, accounts of your spouse, accounts of minor children living in your household, Family of Fund accounts, transfer agent accounts holding mutual funds or book entry shares, IRAs, 401Ks, trusts, DRIPs, ESOPs etc. that either hold or can hold Covered Securities (including Reportable Funds). In addition, physically held shares of Covered Securities must also be reported. An Access Person should contact Personal Trading Compliance if they are unsure as to whether an account or personal investment is subject to reporting under the Code so the account or investment can be properly reviewed.

At the time of the initial disclosure period, each Access Person must also submit information pertaining to:

 

   

His/her participation in any Outside Activity as described in Section 5.1 of the Code;

 

   

His/her participation in an Investment Club as described in Section 5.2 of the Code;

 

   

Holdings in Private Placements including hedge funds; and

 

   

A Related Person that is an officer and/or director of a publicly traded company; if any.

Upon becoming an Access Person, each Access Person will receive a copy of the Code, along with the Loomis Sayles Insider Trading Policies and Procedures and Loomis Sayles Gifts, Business Entertainment and Political Contributions Policies and Procedures. Within the 10 day initial disclosure period and annually thereafter, each Access Person must acknowledge that he or she has received, read and understands the aforementioned policies and recognize that he or she is subject hereto, and certify that he or she will comply with the requirements of each.

6.2. Brokerage Confirmations and Brokerage Account Statements

Each Access Person must notify Personal Trading Compliance immediately upon the opening of an account that holds or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership or Investment Control. In addition, if an account has been granted an exemption to the Select Broker requirement and/or the account is unable to be added to the applicable Select Broker’s daily electronic broker feed, which supplies

 

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PTA with daily executed confirms and positions, Personal Trading Compliance will instruct the broker dealer of the account to provide it with duplicate copies of the account’s confirmations and statements. If the broker dealer cannot provide Personal Trading Compliance with confirms and statements, the Access Person is responsible for providing Personal Trading Compliance with copies of such confirms as and when transactions are executed in the account, and statements on a monthly basis, if available, but no less than quarterly. Upon the opening of an account, an automated Personal Account Reporting Form must be completed and submitted to Personal Trading Compliance. This form can be found on the Legal and Compliance Intranet Homepage under ‘Personal Trading Compliance Forms’.

 

Explanatory Note:    If the opening of an account is not reported immediately to Personal Trading Compliance, but is reported during the corresponding quarterly certification period, and there has not been any trade activity in the account, then the Access Person will be deemed to have not violated its reporting obligations under this Section of the Code.
Explanatory Note:    For those accounts that are maintained at a Select Broker and are eligible for the broker’s daily electronic confirm and position feed, Access Persons do not need to provide duplicate confirms and statements to Personal Trading Compliance. However, it is the Access Person’s responsibility to accurately review and certify their quarterly transactions and annual holdings information in PTA, and to promptly notify Personal Trading Compliance if there are any discrepancies.

6.3. Quarterly Transaction Reporting and Account Disclosure

Utilizing PTA, each Access Person must file a report of all Volitional transactions in Covered Securities (including Volitional transactions in Reportable Funds) made during each calendar quarterly period in which such Access Person has, or by reason of such transaction acquires or disposes of, any Beneficial Ownership of a Covered Security (even if such Access Person has no direct or indirect Investment Control over such Covered Security), or as to which the Access Person has any direct or indirect Investment Control (even if such Access Person has no Beneficial Ownership in such Covered Security). Non-volitional transactions in Covered Securities (including Reportable Funds) such as automatic monthly payroll deductions, changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging programs, and transactions made within the Guided Choice Program are still subject to the Code’s annual reporting requirements. If no transactions in any Covered Securities, required to be reported, were effected during a quarterly period by an Access Person, such Access Person shall nevertheless submit a report through PTA within the time frame specified below stating that no reportable securities transactions were affected. The following information will be available in electronic format for Access Persons to verify on their Quarterly Transaction report:

The date of the transaction, the title of the security, ticker symbol, CUSIP or ISIN, number of shares, and principal amount of each reportable security, nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), the price of the transaction, and the name of the broker, dealer or bank with which the transaction was effected. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

 

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With the exception of those accounts described in Exhibit Four, Access Persons are also required to report each account that may hold or holds Covered Securities (including accounts that hold or may hold Reportable Funds) in which such Access Person has Beneficial Ownership or Investment Control that have been opened or closed during the reporting period. In addition, life events such as marriage, death of a family member (i.e., inheritance), etc. may result in your acquiring Beneficial Ownership and/or Investment Control over accounts previously belonging to others. Therefore, any Covered Security, including Reportable Funds, along with any account that holds or can hold a Covered Security, including Reportable Funds, in which you have a Beneficial Ownership and/or Investment Control, as described in Section 3.2 and Section 3.3 of the Code, resulting from marriage or other life event must be reported to Personal Trading Compliance promptly, and no later than the next applicable quarterly reporting period.

Every quarterly report must be submitted no later than thirty (30) calendar days after the close of each calendar quarter.

6.4. Annual Reporting

On an annual basis, as of a date specified by Personal Trading Compliance, each Access Person must file with Personal Trading Compliance a dated annual certification which identifies all holdings in Covered Securities (including Reportable Funds) in which such Access Person has Beneficial Ownership and/or Investment Control. This reporting requirement also applies to shares of Covered Securities, including shares of Reportable Funds that were acquired during the year in Non-volitional transactions. Additionally, each Access Person must identify all personal accounts which hold or may hold Covered Securities (including Reportable Funds), in which such Access Person has Beneficial Ownership and/or Investment Control. The information in the Annual Package shall reflect holdings in the Access Person’s account(s) that are current as of a date specified by Personal Trading Compliance. The following information will be available in electronic format for Access Persons to verify on the Annual Holdings report:

The title of the security, the ticker symbol, CUSIP or IS IN, number of shares, and principal amount of each Covered Security (including Reportable Funds) and the name of any broker, dealer or bank with which the securities are held. However, the Access Person is responsible for confirming the accuracy of this information and informing Personal Trading Compliance if his or her reporting information is inaccurate or incomplete.

Furthermore, on an annual basis, each Access Person must acknowledge and certify that during the past year he/she has received, read, understood and complied with the Code, Insider Trading Policies and Procedures, and the Policies and Procedures on Gifts, Business Entertainment, and Political Contributions, except as otherwise disclosed in writing to Personal Trading Compliance or the Chief Compliance Officer. Finally, as part of the annual certification, each Access Person must acknowledge and confirm any Outside Activities in which he or she currently participates and any Related Person that is an officer and/or director of a publicly traded company.

All material changes to the Code will be promptly distributed to Access Persons, and also be distributed to Supervised Persons on a quarterly basis. On an annual basis, Supervised Persons will be asked to acknowledge his/her receipt, understanding of and compliance with the Code.

Every annual report must be submitted no later than (45) calendar days after the date specified by Personal Trading Compliance.

 

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6.5. Review of Reports by Chief Compliance Officer

The Chief Compliance Officer shall establish procedures as the Chief Compliance Officer may from time to time determine appropriate for the review of the information required to be compiled under this Code regarding transactions by Access Persons and to report any violations thereof to all necessary parties.

6.6. Internal Reporting of Violations to the Chief Compliance Officer

Prompt internal reporting of any violation of the Code to the Chief Compliance Officer or Personal Trading Compliance is required under Rule 204A-1 and FCA (MAR and COBS) While the daily monitoring process undertaken by Personal Trading Compliance is designed to identify any violations of the Code and handle any such violations promptly, Access Persons and Supervised Persons are required to promptly report any violations they learn of resulting from either their own conduct or those of other Access Persons or Supervised Persons to the Chief Compliance Officer or Personal Trading Compliance. It is incumbent upon Loomis Sayles to create an environment that encourages and protects Access Persons or Supervised Persons who report violations. In doing so, individuals have the right to remain anonymous in reporting violations. Furthermore, any form of retaliation against an individual who reports a violation could constitute a further violation of the Code, as deemed appropriate by the Chief Compliance Officer. All Access Persons and Supervised Persons should therefore feel safe to speak freely in reporting any violations.

6.7. Register of Interests in Securities

Pursuant to regulations 4 and 4A of the Securities and Futures (Licensing and Conduct of Business) Regulations, all employees of Loomis Asia who have been appointed as representatives under the Securities and Futures Act are required to maintain a register of their interests in securities which are listed for quotation, or quoted on the Singapore Exchange Securities Trading Limited or any recognized market operator recognized by the Monetary Authority of Singapore under the Securities and Futures Act. For purposes of the register of interests in securities, “securities” includes any type of equity or debt security, any equivalent, any derivative, instrument representing, or any rights relating to a security, and any closely related security, as well as units in any open-ended funds, closed-end funds and business trusts. In addition, all employees are deemed to have an “interest” in securities if he/she has Beneficial Ownership or Investment Control (whether formal or informal, expressed or implied) over those securities. Section 4 of the SFA also sets out instances under which a person is deemed to have an “interest” in securities (for instance, where a person has an interest in securities through a corporation in which such person has a controlling interest. If you are unsure whether your personal trading activity needs to be entered into your register of interests in securities, please consult Personal Trading Compliance.

Representatives of Loomis Asia must enter into their register of interests in securities, within 7 days after the date that they acquire any interest in securities, particulars of the securities in which they have an interest and particulars of their interests in those securities. Where there is a change in any interest in securities, representatives must enter in their register, within 7 days after the date of the change, particulars of the change (including the date of the change and the circumstances by reason of which the change occurred). Representatives of Loomis Asia maintain records of their holdings and transactions in securities on an Automated System (PTA). Such records must be produced for the MAS’ inspection upon request.

 

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Loomis Asia separately maintains a nil register of interest in securities for the entity which does not hold any such interest.

The register of interests in securities is kept in Loomis Asia’s office (as notified to MAS) and Loomis US. Each entry in the register must be retained in an easily accessible form for a period of not less than 5 years after the date on which the entry was first made.

6.8. Mandatory Notification to the MAS for Loomis Asia’s Directors and Appointed Representatives

Pursuant to the license conditions set out upon being granted the Capital Markets Services License to conduct the regulated activity of Fund Management and Dealing in Capital Markets Products in Singapore, Loomis Asia’s Directors, Chief Executive Officer and Appointed Representatives are required to inform MAS via email or other means directed, of any business interests and substantial shareholdings (i.e., 5% or more ownership of the outstanding voting securities in any entity).

Notification of Substantial Shareholdings

For Loomis Asia’s Appointed Representatives, substantial shareholdings need to be notified via MASNET Form 16 within 14 calendar days from the acquisition date of a 5% position, and thereafter for any 1% change in a 5% position. For Loomis Asia’s Directors and CEO who are not an Appointed Representatives, notification of substantial shareholdings to MAS is usually made via email unless otherwise directed to be made in other means.

Appointed Representatives, the CEO and Directors of Loomis Asia are responsible for immediately notifying Loomis Asia’s Compliance upon acquiring a 5% position and any 1% changes thereto. Loomis Asia Compliance will also rely on ad hoc reviews and quarterly checklists to identify reportable holdings.

Notification of Business interests

Business interests refer to any role with any business entity arising from pre-approved Outside Activities or internal roles within Loomis’s corporate and affiliated entities usually held by senior officers and directors. Loomis Asia’s Appointed Representatives would need to notify MAS via MASNET Form 16 within 14 calendar days from the effective date of any changes to their business interests. Changes in business interests of Loomis Asia’s Directors or CEO would be separately notified to MAS via email or other means directed.

For internal roles within Loomis’s corporate and affiliated entities held by certain Loomis Asia’s directors, Loomis Asia’s Compliance will work with the Legal and Compliance of Loomis US to periodically obtain updates on potential changes to the internal roles for prompt notification to MAS.

7. SANCTIONS

Any violation of the substantive or procedural requirements of this Code will result in the imposition of a sanction as set forth in the firm’s then current Sanctions Policy, or as the Ethics Committee may deem appropriate under the circumstances of the particular violation. These sanctions may include, but are not limited to:

 

   

a letter of caution or warning (i.e. Procedures Notice);

 

24


   

payment of a fine,

 

   

requiring the employee to reverse a trade and realize losses or disgorge any profits;

 

   

restitution to an affected client;

 

   

suspension of personal trading privileges;

 

   

actions affecting employment status, such as suspension of employment without pay, demotion or termination of employment; and

 

   

referral to the SEC, FCA or MAS and other civil authorities or criminal authorities.

Serious violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will result in one or more of the most severe sanctions regardless of the violator’s history of prior compliance.

 

Explanatory Note:

Any violation of the Code, following a “first offense” whether or not for the same type of violation, will be treated as a subsequent offense.

Fines, penalties and disgorged profits will be donated to a charity selected by the Loomis Sayles Charitable Giving Committee.

8. RECORDKEEPING REQUIREMENTS

Loomis Sayles shall maintain and preserve records, in an easily accessible place, relating to the Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Loomis Sayles is required by law to maintain and preserve:

 

   

in an easily accessible place, a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years;

 

   

in an easily accessible place a record of any violation of the Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

 

   

a copy of each report (or information provided in lieu of a report including any manual pre-clearance forms and information relied upon or used for reporting) submitted under the Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place;

 

   

copies of Access Persons’ and Supervised Persons’ written acknowledgment of initial receipt of the Code and his/her annual acknowledgement;

 

   

in an easily accessible place, a record of the names of all Access Persons within the past five years, even if some of them are no longer Access Persons, the holdings and transactions reports made by these Access Persons, and records of all Access Persons’ personal securities reports (and duplicate brokerage confirmations or account statements in lieu of these reports);

 

   

a copy of each report provided to any Investment Company as required by paragraph (c)(2)(ii) of Rule 17j-1 under the 1940 Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and

 

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a written record of any decision and the reasons supporting any decision, to approve the purchase by an Access Person of any Covered Security in an Initial Public Offering or Private Placement Transaction or other limited offering for a period of five years following the end of the fiscal year in which the approval is granted.

 

Explanatory Note:    Under Rule 204-2, the standard retention period required for all documents and records listed above is five years, in easily accessible place, the first two years in an appropriate office of Personal Trading Compliance. Under the IMAS Code of Ethics & Standards of Professional Conduct, Loomis Asia is required to keep records related to its policies and internal controls governing personal dealing, including any violations and the resultant investigations and actions taken where appropriate, for a period of six years. Under MAR, the FCA requires all records be retained for 5 years.

9. MISCELLANEOUS

9.1. Confidentiality

Loomis Sayles will keep information obtained from any Access Person hereunder in strict confidence. Notwithstanding the forgoing, reports of Covered Securities transactions and violations hereunder will be made available to the SEC, FCA, MAS or any other regulatory or self-regulatory organizations to the extent required by law, rule or regulation, and in certain circumstances, may in Loomis Sayles’ discretion be made available to other civil and criminal authorities. In addition, information regarding violations of the Code may be provided to clients or former clients of Loomis Sayles that have been directly or indirectly affected by such violations.

9.2. Disclosure of Client Trading Knowledge

No Access Person may, directly or indirectly, communicate to any person who is not an Access Person or other approved agent of Loomis Sayles (e.g., legal counsel) any non-public information relating to any client of Loomis Sayles or any issuer of any Covered Security owned by any client of Loomis Sayles, including, without limitation, the purchase or sale or considered purchase or sale of a Covered Security on behalf of any client of Loomis Sayles, except to the extent necessary to comply with applicable law or to effectuate traditional asset management/operations activities on behalf of the client of Loomis Sayles.

9.3. Notice to Access Persons, Investment Persons and Research Analysts as to Code Status

Personal Trading Compliance will initially determine an employee’s status as an Access Person, Research Analyst or Investment Person and the client accounts to which Investment Persons should be associated, and will inform such persons of their respective reporting and duties under the Code.

All Access Persons and/or the applicable supervisors thereof, have an obligation to inform Personal Trading Compliance if an Access Person’s responsibilities change during the Access Person’s tenure at Loomis Sayles.

 

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9.4. Notice to Personal Trading Compliance of Engagement of Independent Contractors

Any Access Person that engages as a non-employee service provider (“NESP”), such as a consultant, temporary employee, intern or independent contractor shall notify Personal Trading Compliance of this engagement, and provide to Personal Trading Compliance the information necessary to make a determination as to how the Code shall apply to such NESP, if at all.

NESPs are generally not subject to the pre-clearance, trading restrictions and certain reporting provisions of the Code. However, NESP’s must receive, review and acknowledge a Code of Ethics Compliance Statement that further describes his/her Code requirements and fiduciary duties while engaged with Loomis Sayles.

At times, NESP’s are contracted to various departments at Loomis Sayles where they may be involved or be privy to the investment process for client accounts or the Loomis Sayles recommendation process. Prior to their engagement, the Loomis Sayles Human Resources Department will notify Personal Trading Compliance of these NESP’s and depending on the facts and circumstances, the NESP will be communicated what provisions of the Code will apply to them during their engagement.

9.5. Questions and Educational Materials

Employees are encouraged to bring to Personal Trading Compliance any questions you may have about interpreting or complying with the Code about Covered Securities, accounts that hold or may hold Covered Securities or personal trading activities of you, your family, or household members, your legal and ethical responsibilities, or similar matters that may involve the Code.

Personal Trading Compliance will from time to time circulate educational materials or bulletins or conduct training sessions designed to assist you in understanding and carrying out your duties under the Code. On an annual basis, each Access Person is required to successfully complete the Code of Ethics and Fiduciary Duty Tutorial designed to educate Access Persons on their responsibilities under the Code and other Loomis Sayles policies and procedures that generally apply to all employees.

 

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GLOSSARY OF TERMS

The boldface terms used throughout this policy have the following meanings:

 

  1.

Access Person” means an “access person” as defined from time to time in Rule 17j-1 under the 1940 Act or any applicable successor provision. Currently, this means any director, or officer of Loomis Sayles, or any Advisory Person (as defined below) of Loomis Sayles, but does not include any director who is not an officer or employee of Loomis Sayles or its corporate general partner and who meets all of the following conditions:

 

  a.

He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;

 

  b.

He or she does not have access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; and

 

  c.

He or she is not involved in making securities recommendations to clients, and does not have access to such recommendations that are nonpublic.

Loomis Sayles treats all employees as Access Persons.

 

  2.

Advisory Person” means an “advisory person” and “advisory representative” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act, respectively, or any applicable successor provision. Currently, this means (i) every employee of Loomis Sayles (or of any company in a Control relationship to Loomis Sayles), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by Loomis Sayles on behalf of clients, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) every natural person in a Control relationship to Loomis Sayles who obtains information concerning recommendations made to a client with regard to the purchase or sale of a Covered Security. Advisory Person also includes: (a) any other employee designated by Personal Trading Compliance or the Chief Compliance Officer as an Advisory Person under this Code; (b) any consultant, temporary employee, intern or independent contractor (or similar person) engaged by Loomis Sayles designated as such by Personal Trading Compliance or the Chief Compliance Officer as a result of such person’s access to information about the purchase or sale of Covered Securities by Loomis Sayles on behalf of clients (by being present in Loomis Sayles offices, having access to computer data or otherwise).

 

  3.

Beneficial Ownership” is defined in Section 3.2 of the Code.

 

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  4.

Chief Compliance Officer” refers to the officer or employee of Loomis Sayles designated from time to time by Loomis Sayles to receive and review reports of purchases and sales by Access Persons, and to address issues of personal trading. “Personal Trading Compliance” means the employee or employees of Loomis Sayles designated from time to time by the General Counsel of Loomis Sayles to receive and review reports of purchases and sales, and to address issues of personal trading, by the Chief Compliance Officer, and to act for the Chief Compliance Officer in the absence of the Chief Compliance Officer.

 

  5.

Covered Security” is defined in Section 3.1 of the Code.

 

  6.

“Exempt ETF” is defined in Section 3.1 of the Code and a list of such funds is found in Exhibit Two.

 

  7.

Federal Securities Laws” refers to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the U.S. Department of the Treasury, and any amendments to the above mentioned statutes.

 

  8.

Investment Control” is defined in Section 3.3 of the Code. This means “control” as defined from time to time in Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) under the Advisers Act or any applicable successor provision. Currently, this means the power to directly or indirectly influence, manage, trade, or give instructions concerning the investment disposition of assets in an account or to approve or disapprove transactions in an account.

 

  9.

Initial Public Offering” means an “initial public offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means any offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

  10.

Investment Company” means any Investment Company registered as such under the 1940 Act and for which Loomis Sayles serves as investment adviser or subadviser or which an affiliate of Loomis Sayles serves as an investment adviser.

 

  11.

Investment Person” means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person.

 

  12.

“Loomis Advised Fund” is any Reportable Fund advised or sub-advised by Loomis Sayles. A list of these funds can be found in Exhibit One.

 

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  13.

Non-volitional” transactions are any transaction in which the employee has not determined the timing as to when the purchase or sale will occur and the amount of shares to be purchased or sold, i.e. changes to future contributions within the Loomis Sayles Retirement Plans, dividend reinvestment programs, dollar cost averaging program, automatic monthly payroll deductions, and any transactions made within the Guided Choice Program. Non-volitional transactions are not subject to the preclearance or quarterly reporting requirements under the Code.

 

  14.

Portfolio Manager” means any individual employed by Loomis Sayles who has been designated as a Portfolio Manager by Loomis Sayles. A person is considered a Portfolio Manager only as to those client accounts as to which he or she is designated by the Chief Compliance Officer as such. As to other client accounts, he or she is simply an Access Person.

 

  15.

Private Placement Transaction” means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

 

  16.

Recommendation” means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.

 

  17.

Reportable Fund” is defined in Section 3.1 of the Code, and a list of such funds is found in Exhibit One.

 

  18.

Research Analyst” means any individual employed by Loomis Sayles who has been designated as a Research Analyst or Research Associate by Loomis Sayles. A person is considered a Research Analyst only as to those Covered Securities which he or she is assigned to cover and about which he or she issues research reports to other Investment Persons or otherwise makes recommendations to Investment Persons beyond publishing their research. As to other securities, he or she is simply an Access Person.

 

  19.

Select Broker” is defined in Section 3.4 of the Code.

 

  20.

Supervised Person” is defined in Section 202(a)(25) of the Advisers Act and currently includes any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Loomis Sayles, or other person who provides investment advice on behalf of Loomis Sayles and is subject to the supervision and control of Loomis Sayles.

 

  21.

Volitional” transactions are any transactions in which the employee has determined the timing as to when the purchase or sale transaction will occur and amount of shares to be purchased or sold. Volitional transactions are subject to the pre-clearance and reporting requirements under the Code.

 

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MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC SIDE1

CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

Effective Date: December 11, 2020

 

1 

Excluding Private Side Employees and AIP Private Markets Employees. These employees should consult the IM Private Side Supplement to the Global Employee Trading and Investing Policy and the IM Private Side Code of Ethics.


Table of Contents2

 

I.    INTRODUCTION      3  
   A.    General      3  
   B.    Standards of Business Conduct      3  
   C.    Overview of Code Requirements      3  
   D.    Definitions      4  
   E.    Grounds for Disqualification from Employment      8  
II.    TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS      9  
   A.    Employee Securities Accounts      9  
   B.    Fully Managed Account*      10  
   C.    Other Morgan Stanley Accounts      10  
   E.    Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.      11  
   F.    Mutual Fund Accounts      11  
   G.    Issuer Purchase Plans      11  
   H.    Investment Clubs      11  
   I.    529 Plans      11  
III.    TRADE PRE-CLEARANCE/RESTRICTIONS      12  
   A.    General      12  
   B.    Initiating a Transaction      12  
   C.    Pre-Clearance Valid for One Day Only      12  
   D.    Restrictions and Requirements for Portfolio Managers and Investment Personnel      12  
   E.    Employees Designated to be “Above the Wall”      13  
   F.    Transacting in Morgan Stanley Securities      13  
   G.    Trading Derivatives      14  
   H.    Other Restrictions      14  
   I.    Other Activities Requiring Pre-Clearance      15  
IV.    HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS      15  
   A.    Proprietary and Sub-advised Mutual Funds      15  
   B.    Covered Securities      15  
   C.    Holding Requirements Specific to MSIMJ Employees      16  
   D.    Holding Requirements Specific to HK Type 9 licensed Employees      16  
V.    REPORTING REQUIREMENTS      16  
   A.    Initial Reporting and Certification      16  
   B.    Quarterly Reporting and Certification      16  
   C.    Annual Reporting and Certification      17  
VI.    OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS      18  
   A.    Approval to Engage in an Outside Activity      18  
   B.    Approval to Invest in a Private Investment      19  
   C.    Pre-Clearance Process      19  
VII.    CONSULTANTS AND TEMPORARY WORKERS      19  
VIII.    REVIEW, INTERPRETATIONS AND EXCEPTIONS      20  
IX.    ENFORCEMENT AND SANCTIONS      20  
X.    RELATED POLICIES      20  

 

 

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Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 , August 19, 2010, September 17, 2010, February 15, 2011, March 1, 2011, September 28, 2011, June 29, 2012, September 16, 2013, October 10, 2014, March 26, 2016, December 7, 2017, December 12, 2018, and December 12, 2019.


I.

INTRODUCTION3

A. General

The Morgan Stanley Investment Management (“MSIM”) Public Side Code of Ethics (the “Code”) is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, and annually thereafter.

B. Standards of Business Conduct

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. The Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.

 

   

Fiduciary Duties.    As an MSIM employee, you owe a fiduciary duty to MSIM’s Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.

 

   

Personal Securities Transactions and Relationship to MSIM’s Clients.    MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.

If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance, or your Designated Manager immediately.

C. Overview of Code Requirements

Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:

 

 

3 

This Code is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Company Act”). Note that there is a separate Code of Ethics for the Morgan Stanley mutual fund family.

 

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Activity

  

Code Requirements

  Employee Securities Account(s)    Pre-clearance, Reporting
  Personal Trading Reporting    Pre-clearance, Holding, Reporting
  Participating in an Outside Activity    Pre-clearance, Reporting
  Making a Private Investment    Pre-clearance, Reporting

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.

D. Definitions

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. The definitions are an integral part of the Code and a proper understanding of them is essential. Refer back to these definitions as you read the Code.

Access Persons” (for purposes of transacting in Morgan Stanley securities) is defined in the Global Employee Trading, Investing and Outside Business Activities Policy and means those individuals or divisions that, as part of their job function may receive or have access to Morgan Stanley-related material non-public information that is recurring or cyclical in nature.

Broad-Based Exchange-Traded Funds (“ETFs”)” for purposes of this Code, means exchanged-traded funds with at least US $1 Billion in assets under management that the IM Compliance Department has found to be sufficiently broad-based in the scope of their investment strategy and holdings so as to not to require pre-clearance. See Appendix A for a link to the current list of Broad-Based ETFs.

“Client” means shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

“Compliance” means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).

“Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person.

“Control Group” is a team within Legal and Compliance that is responsible for maintaining the Firm’s Information Barriers (often referred to as “the Wall”). The Control Group serves as a buffer between the Firm’s various business units, controlling and coordinating communications between these areas, as well as conducting global surveillance to ensure that applicable laws and rules are followed.

 

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“Covered Persons” means:

 

   

All MSIM Employees;

 

   

All directors and officers of MSIM;

 

   

Any person (such as certain consultants, leased workers or temporary workers (“Covered Consultants”)) who provides investment advice to clients on behalf of MSIM, is subject to the supervision and control of MSIM or who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic.

 

   

Any person with responsibilities related to MSIM or who supports MSIM as a business and has frequent interaction with Covered Persons or Investment Personnel, as determined by Compliance.

 

   

Any other persons falling within the definition of “Access Person” under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act (such as those supervised persons who have access to nonpublic information regarding the portfolio holdings of a client fund) and such other persons that may be so deemed by Compliance from time to time.

The definition of “Covered Person” may vary by location. Contact Compliance if you have any question as to your status as a Covered Person.

“Covered Securities” includes generally:

 

   

All equity or debt securities, including derivatives of securities (such as options, warrants and American depositary receipts):

 

   

Futures;

 

   

Commodities;

 

   

Securities indices;

 

   

Exchange-traded funds (excluding Broad-Based ETFs);

 

   

Open-end mutual funds for which MSIM acts as adviser or sub-adviser (including those funds that consist of Exempt Securities as listed in Schedule A)(but excluding stable NAV Money Market Funds4);

 

   

Closed-end funds;

 

   

Corporate and municipal bonds, and similar instruments.

Covered Securities does not include “Exempt Securities,” as defined below. Refer to Schedule A for application of the Code to various security types.

 

 

4 

Stable NAV Money Market Funds is defined in the Money Market Funds Policy and Procedures (Rule 2a-7): Morgan Stanley Stable NAV Fund means a Morgan Stanley money market fund that maintains a stable NAV per share by using the Amortized Cost Method of Valuation and/or Penny-Rounding Method.

 

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“Designated Manager” means manager designated by your business unit or department to supervise your personal trading and investing activities.

“Employee” means an MSIM employee as well as his/her spouse or domestic partner, dependents and other persons for whom the employee, employee’s spouse or domestic partner contributes substantial financial support.

Employee Securities Accounts” are any accounts in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, whether or not such capability is utilized. Employee Securities Accounts include:

 

   

Accounts owned by you;

 

   

Accounts owned by your spouse or domestic partner;

 

   

Accounts owned by your children or other relatives of you or your spouse or domestic partner who reside in the same household as you or to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you);

 

   

Accounts where you obtain benefits substantially equivalent to ownership of securities;

 

   

Accounts that you or the persons described above could be expected to influence or control, such as:

 

   

joint accounts;

 

   

family accounts;

 

   

retirement accounts;

 

   

corporate accounts;

 

   

trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;

 

   

arrangements similar to trust accounts that benefit you directly;

 

   

accounts for which you act as custodian; and

 

   

partnership accounts.

“Exempt Securities” are securities that are not subject to the pre-clearance or holding requirements but are subject to reporting requirements of the Code and can be reported via the Reportable Accounts Disclosure System. Examples of Exempt Securities requiring disclosure include:

 

   

Bankers’ acceptances, bank certificates of deposit and commercial paper;

 

   

Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);

 

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Direct obligations of the U.S. Government and equivalent securities issued by non-U.S. governments 5;

 

   

Shares held in money market funds;

 

   

Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser;

 

   

Open-end mutual funds for which MSIM does not act as adviser or sub-adviser; and

 

   

Broad-Based ETFs.

Refer to Schedule A for application of the Code to various security types and additional requirements for Morgan Stanley Asia Limited employees who hold a Hong Kong Type 9 license.

“Firm” means Morgan Stanley, MSIM’s parent company.

“Fully Managed Account” means an account (including fully managed Individual Savings Accounts (“ISAs”) and an account managed on a discretionary basis by a professional financial adviser or investment adviser (e.g., a robo adviser)) for which an MSIM employee has authorized a professional financial advisor or investment manager, in its sole discretion, to acquire and dispose of assets held in the account. The MSIM employee may not make, directly or indirectly, any investment decision, be made aware of any such decisions before transactions are executed by the advisor or manager, or otherwise direct the advisor or manager to effect any transactions in the account. A Fully Managed Account is not considered an Employee Securities Account.

“Hong Kong Type 9 License Holder” means MSIM Public Side Investment Personnel housed in Hong Kong entity Morgan Stanley Asia Limited who holds a Hong Kong Type 9 license.

“Investment Personnel” means (i) MSIM employees and any other Covered Persons who obtain or have access to information concerning investment recommendations made to any Client; and (ii) any persons designated as Investment Personnel by Compliance.

“IPO” means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.

 

 

5 

Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. savings bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments. Non-U.S. government debt securities must be rated AA or higher. Otherwise, they will be subject to pre-clearance and 30-day holding period requirement.

 

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“Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley.

“Morgan Stanley Investment Management” or “MSIM” means the companies and businesses comprising Morgan Stanley’s Investment Management Division, but not including the Private Side. See Schedule B for a list of those legal entities that comprise MSIM for purposes of the Code.

“Morgan Stanley securities” means equity, preferred and debt securities issued by Morgan Stanley, but excludes structured products, such as equity-linked or credit- linked notes.

“Mutual Funds” means (i) all open-end mutual funds; and (ii) similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan. For purposes of the Code, Mutual Fund does not include shares of open-end money market mutual funds (unless otherwise advised by Compliance).

“Outside Activity” means any organized or business activity conducted by a MSIM employee outside of MSIM. This includes, but is not limited to, participation on a board of directors or advisory board, including that of a charitable organization, working part-time outside of MSIM, establishing a holding company for investments, establishing an LLC that invests in rental properties, or forming a limited partnership.

“Portfolio Managers” means MSIM employees who are primarily responsible for the day-to-day management of a Client portfolio.

“Private Investment” means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. It includes investments in hedge funds, private equity funds, limited partnerships, real estate, peer to peer lending clubs and private businesses.

“Proprietary or Sub-advised Mutual Fund means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

“Research Analysts” are MSIM employees who are assigned to make investment recommendations to, or for the benefit of, any Client portfolio.

E. Grounds for Disqualification from Employment

Pursuant to the terms of Section 9 of the Company Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee of MSIM without an exemptive order issued by the U.S. Securities and Exchange Commission, if such director, officer or employee:

 

   

Within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

 

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Is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

You are obligated to immediately report any conviction or injunction described here to Compliance.

In addition to the above, you may also be subject to similar fit & proper/conduct related requirements to the extent you are employed or licensed in non-US jurisdictions. Please reach out to your Compliance coverage if you are unclear about the requirements that apply to you.

 

II.

TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS

A. Employee Securities Accounts

Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker or a Firm-approved third party broker.

Requirements may vary in non-U.S. offices. New MSIM employees or newly designated Covered Persons must disclose their account(s) within 30 calendar days of hire and transfer their Employee Securities Account(s) to a Morgan Stanley Broker/Firm-approved third party broker as applicable in non-US jurisdictions, at their own expense, as soon as practicable (generally within 60 calendar days of becoming a Covered Person). Failure to do so is considered a significant violation of this Code.

Opening a Morgan Stanley Brokerage Account. When opening an account, you must notify the Morgan Stanley Broker that you are an Employee and that your account must be coded as an employee or employee-related account.

 

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B. Fully Managed Account*

You may open a Fully Managed Account if the account meets the standards set forth below. In certain circumstances and with approval from Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.

In order to establish a Fully Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.    To the extent that you become aware of a proposed transaction by the manager in these types of accounts or have personally directed or asked another person to direct trades in these accounts, you are required to pre-clear the transaction prior to execution of the trade by the manager. If the account is managed by a Firm other than Morgan Stanley, you must submit a request in the Outside Business Interests System (the “OBI System”) and arrange for duplicate copies of statements to be sent to Compliance.

Annually, MSIM employees and Covered Consultants will be required to attest that they have not made, directly or indirectly, any individual investment decision related to such managed account(s), nor have they directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

*Pursuant to local regulation, employees of MSIM Private Limited and IM Public Side employees of the Global In-house Centers as listed in Schedule B are prohibited from opening fully managed accounts.

C. Other Morgan Stanley Sponsored Accounts6

You do not have to pre-clear participation in Morgan Stanley Sponsored Accounts with Compliance. However, you must disclose participation in any of these plans as part of the quarterly reporting process upon initial participation, and in annual certifications.

Examples of Morgan Stanley Sponsored Accounts include, but are not limited to, the following:

Employee Stock Purchase Plan (ESPP) (no new contributions)

Employee Stock Ownership Plan (ESOP)

Employee Incentive Compensation Plan (EICP)

Morgan Stanley Compensation Incentive Program (MSCIP)

Morgan Stanley 401(k) (401(k) Plan)

D. Non-Morgan Stanley Accounts

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and require Compliance approval. If your request is approved, you will be required to ensure that duplicate statements are sent to Compliance. Requirements may vary in non-U.S. offices.

 

6 

The definition of Morgan Stanley Sponsored Accounts does not include Employee Securities Accounts

 

10


If you open an outside account without obtaining the required Compliance pre-approval, you must immediately disclose it to Compliance. You may be required to close such account.

Maintaining a non-Morgan Stanley 401(k) plan or similar account that permits you to trade covered securities must be approved by Compliance.

E. Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.

Fully Managed ISAs (i.e., an independent manager makes the investment decisions) and Non-discretionary ISAs (including single company ISAs) where you make investment decisions, may only be established and maintained as long as the account is pre-approved by Compliance via OBI, duplicate statements are supplied to Compliance and applicable reporting requirements are met.

F. Mutual Fund Accounts

You may open an account for the purpose of transacting in open-end Mutual Funds, including Sub-Advised and Proprietary Mutual Funds (i.e., an account directly with a fund transfer agent) without prior approval from Compliance; however, these accounts are subject to reporting requirements of the Code and should be reported via the Reportable Accounts Disclosure System.

G. Issuer Purchase Plans

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by submitting the DRIP Form to your local Compliance group and pre-clearing the initial purchase and any sales. You must also report DRIP holdings to Compliance as part of the annual certification process.

H. Investment Clubs

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.

I. 529 Plans

You do not have to obtain approval from Compliance to participate in a 529 plan; however, these plans should be reported via the Reportable Accounts Disclosure System.

 

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III.

TRADE PRE-CLEARANCE/RESTRICTIONS

A. General

You are required to pre-clear all personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds. Transactions involving Exempt Securities, including Proprietary and Sub-Advised Mutual Funds, do not require pre-clearance. Should an employee be made aware of a proposed transaction in a Fully Managed account or have personally directed, or asked another person to direct a trade in a Fully Managed account, the employee is required to pre-clear that trade prior to execution. See the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is required. In keeping with the general principles and objectives of the Code, Compliance, in its sole discretion, may refuse to grant approval of a personal securities transaction, without specifying a reason for the refusal.

Personal trade requests will be denied if there is an open order for any Client in the same security or related security at the time the personal trade request is submitted. Exceptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.

Any transaction that is prohibited by the Code may be required to be reversed and any profits (or any differential between the sale price of the personal security transaction and the subsequent purchase or sale price by a Client during the relevant period) subject to disgorgement. See “Enforcement and Sanctions” below.

B. Initiating a Transaction

Pre-clearance is obtained by entering your trade request into the Trade Pre-Clearance system (type “IMTPC/” into your intranet browser). Upon completion of the necessary checks, you will receive a system generated email notification advising whether your trade request has been approved or rejected.

C. Pre-Clearance Valid for One Day Only

If your trade request is approved, such approval is valid only for the day on which it is granted.7 Any transaction not completed on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. 8

D. Restrictions and Requirements for Portfolio Managers and Investment Personnel

No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client. A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.

 

 

 

7 

The day that you receive an email informing you that the trade request was approved.

8 

In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

 

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Investment Personnel who have knowledge of a Portfolio Manager’s trading activity are subject to the same seven day blackout period. Investment Personnel must obtain approval from their Designated Manager or his/her designee prior to obtaining pre-clearance by Compliance.

E. Employees Designated to be “Above the Wall”

MSIM employees in the MSIM Legal and Compliance Division, Internal Audit Division, and the Global Risk & Analysis Super Department are designated to be “Above the Wall” (“ATW”) and their personal securities transactions are subject to additional pre-clearance checks with the Control Group. Other employees may also be subject to the ATW checks as deemed necessary by the Control Group.

F. Transacting in Morgan Stanley Securities

Transacting in, including the gifting of, Morgan Stanley securities must take place during designated window periods. Consult MS Today for the window period announcement prior to trading. Except as noted below for Access Persons, if you are transacting in Morgan Stanley securities through a brokerage account, you are not required to pre-clear the transaction with Compliance. Similarly, you do not have to pre-clear transactions in Morgan Stanley securities sold out of your Morgan Stanley Sponsored Accounts. All other holding and reporting requirements for Covered Securities still apply.    

As noted above, transactions in Morgan Stanley securities effected by MSIMJ employees are subject to a six month holding period.

Additional Restrictions for Access Persons Transacting in Morgan Stanley Securities. All transactions in Morgan Stanley securities must occur during the designated 30-day open window period each quarter. Employee Investing and Activities (“EIAC”) Compliance communicates the open and closed window periods applicable to Access Persons each quarter. During an open window period, Access Persons are required to pre-clear transactions in Morgan Stanley securities through the trade preclearance system, IMTPC. This includes transactions made in the Morgan Stanley stock fund of the 401(k) Plan or shares held externally from previous Firm-sponsored plans (e.g., Computershare, Equiniti).

Positions in Morgan Stanley securities must be held for a minimum of 30 calendar days. A six-month holding period applies to the Firm’s Management and Operating Committee members for positions in Morgan Stanley securities. Shares received as part of equity-based compensation are exempt from the holding period requirements. You are prohibited from buying or selling Morgan Stanley securities if you are in possession of material, non-public information regarding Morgan Stanley.

 

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G. Trading Derivatives

You may not trade futures, forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps. You are prohibited from selling (“writing”) a put. The prohibition on commodities trading applies to trades directly on commodities markets rather than holding the physical commodity (e.g., gold bullion). The following is a list of permitted options trading:

Call Options

Listed Call Options. You may purchase a listed call option if the call option has a “period to expiration” of at least 30 calendar days from the date of purchase and you hold the call option for at least 30 calendar days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 calendar days.

Covered Calls. You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding amount) for at least 30 calendar days.

Put Options

Listed Put Options. You may purchase a listed put option if the put option has a “period to expiration” of at least 30 calendar days from the date of purchase and you hold the put option for at least 30 calendar days prior to sale. If you purchase a put option on a security you already own, you may exercise the put once you have held the underlying security for 30 calendar days. If you purchase a put on a security that you do not own, you may not exercise the put; and must sell the option prior to its expiration date.

You must obtain pre-clearance from Compliance to exercise an option or purchase or sell an option.

H. Other Restrictions

Primary and Secondary Public Offerings. You and your Employee Securities Account(s) are generally prohibited from purchasing any equity security in an initial or secondary/follow on public offering. In addition, unless otherwise notified by Compliance, you may not purchase an equity security that is part of a primary or secondary public offering that the Firm is underwriting or selling until the distribution has been completed. This restriction does not apply to rights issuances to which Employee Securities Accounts would be entitled with regard to their existing holdings. Note that this restriction also applies to your immediate family, regardless of whether the securities are purchased into an Employee Securities Account.

Purchases of new issue debt are permitted, provided such purchases are pre-cleared by Compliance and meet other relevant requirements of the Code.

Short Sales. You may not engage in short selling of Covered Securities.

Restricted List. You may not transact in Covered Securities that appear on the Firmwide Restricted List. Please check the Restricted List at the time of submitting a TPC request. Cross Trades: MSIM employees are not allowed to engage in cross trades or pre-arranged trades between MSIM funds or accounts and the MSIM employee’s Security Accounts.

 

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Changes to normal settlement cycles: Hong Kong Type 9 License Holders are not permitted to make changes to normal settlement cycle or delay settlement for any trades in Employee Security Accounts.

I. Other Activities Requiring Pre-Clearance

The following activities also require pre-clearance:

 

   

Outside Activities

 

   

Transactions in Private Investments

 

   

Political Contributions

J. Additional Large Trading Clearance for Employees in Asia Pacific and Japan

Before executing a securities transaction that exceeds USD 500,000 (or its currency equivalent) or where the cumulative value of current transaction and all transactions in the same issuer within a 30 day calendar window exceeds USD 500,000 (or its currency equivalent), all MSIM employees in Asia Pacific and Japan are required obtain additional large trade pre-clearance by completing the form in the policy link provided below and email a copy to “asialargetrades”:

Additional Large Trade Clearance for Employee Trades in Asia Pacific

Additional Large Trade Clearance for Employee Trades in Japan

Please note this approval requirement is in addition to the Trade pre-clearance requirement via the IMTPC system referred to in Section B above.

 

IV.

HOLDING REQUIREMENTS AND REPURCHASE LIMITATIONS

A. Proprietary and Sub-advised Mutual Funds

You may not redeem or exchange Proprietary or Sub-advised Mutual Funds until at least 30 calendar days from the purchase trade date. In addition, when selling a Proprietary or Sub-advised fund, you may not repurchase the same fund for at least 30 calendar days.

B. Covered Securities

You may not sell a Covered Security until you have held it for at least 30 calendar days.    If you sell a Covered Security, you may not repurchase the same security for at least 30 calendar days.

 

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C. Holding Requirements Specific to MSIMJ Employees

When selling equity and equity-linked notes, Covered Persons at MSIMJ must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in Morgan Stanley securities.

D. Holding Requirements Specific to HK Type 9 License Holder Employees

All personal account investments (including Exempt Securities) made by Hong Kong Type 9 License Holders are required to be held for a minimum of 30 calendar days.

 

V.

REPORTING REQUIREMENTS

A. Initial Reporting and Certification

When you commence employment with MSIM or otherwise become a Covered Person, you must provide an Initial Disclosure Form (the “Initial Report”) to Compliance no later than 10 calendar days after you become a Covered Person. The information you provide must not be more than 45 calendar days old from the day you became a Covered Person and must include:

 

   

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

 

   

The name of any broker-dealer, bank or financial institution where you maintain an account in which any securities are held;

 

   

Any Outside Activities; and

 

   

The date you submitted the Initial Report.

All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code, including but not limited to, the disclosure of Outside Accounts, Outside activities and Private Investments that are required to be logged in the Outside Business Interest system within 30 calendar and the transfer or closure of the account within 60 days of hire. If you have any questions, contact your local Compliance group.

B. Quarterly Reporting and Certification

You must submit a Quarterly Transaction Report to Compliance no later than 30 calendar days after the end of each calendar quarter, or in accordance with regulatory requirements applicable to your region. The Quarterly Report must contain the information set forth below.

 

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For transactions in an Employee Security Account during the previous quarter you must provide:

 

   

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

 

   

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

 

   

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

 

   

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

 

   

The date you submitted the Quarterly Report.

You do not have to submit a Quarterly Transaction Report if it would duplicate information provided in broker account statements that Compliance already receives or may access.

 

   

For any new account established by you during the previous quarter in which any securities are held for your direct or indirect benefit, you must provide:

 

   

The name of the broker-dealer, bank or financial institution with which you established the account;

 

   

The date the account was established; and

 

   

The date you submitted the Quarterly Transaction Report.

A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance.

C. Annual Reporting and Certification

You must update, as applicable, and certify to the following information on an annual basis (the “Annual Report”):

 

   

A list of your current Morgan Stanley brokerage account(s);

 

   

A list of all securities and principal amount beneficially owned by you in these account(s);

 

   

A list of all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Investments and Outside Activities;

 

17


   

A list of all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k) accounts and any securities held in certificate form);

 

   

A list of broker-dealers, banks or financial institutions with which you maintain an account in which any securities are held; and

 

   

That you have not made, directly or indirectly, any individual investment decision related to such managed account(s), nor have you directed another person to make such investments without first pre-clearing those transactions in accordance with Section III.

The information in the Annual Report must not be more than 45 calendar days old from the day you submit it to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code.

The link to the Annual Report will be provided to you by Compliance.

Hong Kong Type 9 License Holders are required to submit their holdings annually and semi-annually in October and April each year.

 

VI.

OUTSIDE ACTIVITIES AND PRIVATE INVESTMENTS

A. Approval to Engage in an Outside Activity

You may not engage in any Outside Activity, regardless of whether or not you receive compensation or are asked to engage in such activity by the Firm, without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity or if the nature of the activity changes, materially. In addition, and as part of the Annual Certification of Employees, you are required to review/edit each disclosure for completeness and accuracy.

Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation), setting up a holding company for investments or investing in rental properties. For U.S. registered Employees only, real estate investments that generate rental income require disclosure in the OBI System, unless the property is also used by the Employee as a primary, secondary or vacation residence. Generally, Compliance will not approve any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not in competition with those of the Firm.

 

18


In the case of employees of Morgan Stanley AIP GP LP (“AIP”), where serving on an advisory board for a company in which AIP invests is part of the AIP employee’s roles and responsibilities as an employee of AIP, such service shall not be considered an Outside Activity and approval via the OBI System is not required. The relevant senior business managers are responsible for approving Employees to serve on advisory boards, documenting such approvals, maintaining a list of such Employees, and reviewing the list in consultation with the relevant Compliance officers at least annually.

A request to serve on the board of any company, particularly the board of a public company, will be granted in very limited instances only. If you receive approval, your directorship may be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

B. Approval to Invest in a Private Investment

You may not invest in a Private Investment of any kind without prior approval from Compliance. Private Investments include investments in privately held corporations, limited partnerships, tax shelter programs, hedge funds (including those sponsored by Morgan Stanley or its affiliates), and holding companies (i.e. LLC, LP, S-Corp, C-Corp, etc.).

For SG-licensed employees, it is prohibited to conduct (by way of outside activity or private investment) the following non-financial advisory activities:

 

   

Carrying on moneylending business

 

   

Organising, promoting or conducting any casino marketing arrangement

 

   

Being involved in the real estate agency business

 

   

Marketing any investment that is not an investment product

C. Pre-Clearance Process

You may request pre-clearance of Outside Activities and Private Investments by typing “OBI” into your intranet browser.

 

VII.

CONSULTANTS AND TEMPORARY WORKERS

Consultants and other temporary workers who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM must adhere to the following:

 

   

Initial, quarterly and annual reporting;

 

   

Provision of duplicate account statements to Compliance for transactions in any Covered Security;

 

   

Prohibition against participating in any IPOs;

 

   

Pre-clearance of Outside Activities and Private Investments.

 

19


Certain Consultants or temporary workers may be required to pre-clear all personal securities transactions in Covered Securities. Consultants or temporary workers that are hired for positions lasting more than one year or are otherwise classified as a Covered Person by their assignment contacts/managers or Compliance may be required to transfer brokerage accounts to a Morgan Stanley Broker or Firm approved third party broker as applicable to the respective jurisdiction.

 

VIII.

REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Exceptions are granted only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.

 

IX.

ENFORCEMENT AND SANCTIONS

Violations of the Code are reported to the Head of MSIM Compliance, senior management and, on a quarterly basis, to the applicable funds’ board of directors. We may issue letters of warning/education or impose sanctions as appropriate, including notifying your Designated Manager, issuing a reprimand (orally or in writing), restricting your trading privileges, reducing your discretionary bonus, if any, requiring reversal of a trade made in violation of the Code or other applicable policies, or taking other disciplinary action, including, but not limited to, suspension or termination of your employment. Violations are considered on a cumulative basis. The foregoing sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions if deemed warranted by the facts and circumstances of each situation. MSIM management, including the Head of MSIM Compliance, is authorized to determine the choice of actions to be taken in specific cases.

Sanctions may vary based on applicable law and regulatory requirements in your jurisdiction.

 

X.

RELATED POLICIES

In addition to this Code, you are also subject to the policies and procedures documented in the Compliance Manual applicable to your region; the Global Employee Trading Investing and Outside Business Activities Policy; the Morgan Stanley Code of Conduct; the Global Confidential and Material Non-Public Information Policy; the Policy on U.S. Political Contributions and Activities; and the IM Global Gifts, Entertainment and Charitable Giving Policy (requirements may vary in non-U.S. offices).

 

20


SCHEDULE A

SECURITIES TRANSACTION MATRIX

 

TYPE OF SECURITY

  

Pre-Clearance

Required

(via TPC)

  

Reporting

Required

  

30 Calendar days

Holding Period

Required

Covered Securities

Pooled Investment Vehicles:

Closed-End Funds

   Yes    Yes    Yes

Open-End Mutual Funds advised by MSIM

   No    Yes    Yes

Open-End Mutual Funds  sub-advised by MSIM

   No    Yes    Yes

Money Market Funds with Stable NAV

   No    Yes    No

Unit Investment Trusts

   No    Yes    No

Exchange-Traded Funds (ETFs) (other than Broad-Based ETFs)

   Yes    Yes    Yes

Exchange-Traded Notes (ETNs)

   Yes    Yes    Yes

Hedge Funds

   Yes    Yes    Yes

Equities:

        

Morgan Stanley securities9

   Yes    Yes    Yes

Common Stocks

   Yes    Yes    Yes
Listed depository receipts e.g. ADRs, ADSs, GDRs    Yes    Yes    Yes

DRIPs10

   Yes    Yes    Yes

Stock Splits

   No    Yes    No

Rights

   Yes    Yes    Yes

Stock Dividend

   No    Yes    No

Warrants (Listed and Exercised)

   Yes    Yes    Yes

Preferred Stock

   Yes    Yes    Yes

Listed Real Estate Investment Trusts (REITs)

   Yes    Yes    Yes

Initial Public Offerings (equity IPOs) and Secondary/Follow on offerings

   PROHIBITED

Private Investments in Public Equity Securities (PIPES)

   PROHIBITED

Derivatives:

Morgan Stanley (stock options)

   Yes    Yes    Yes

Common Stock Options

   Yes    Yes    Yes

Forward Contracts (including currency forwards)

   PROHIBITED

Commodities Contracts

   PROHIBITED

OTC warrants or swaps

   PROHIBITED

Futures

   PROHIBITED

Fixed Income Instruments:

  

Fannie Mae

   Yes    Yes    Yes

 

 

9 

Employees may transact in Morgan Stanley securities during designated window periods. Pre-clearance of transactions in Morgan Stanley securities is required for all Access Persons. Non-Access Persons are exempt from pre-clearance.

10 

Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.

 

21


Freddie Mac

  

Yes

  

Yes

  

Yes

Corporate Bonds

  

Yes

  

Yes

  

Yes

Convertible Bonds (converted)

  

Yes

  

Yes

  

Yes

Municipal Bonds

  

Yes

  

Yes

  

Yes

New Issues (fixed income)

  

Yes

  

Yes

  

Yes

High Yield Securities

  

PROHIBITED

  

Private Investments (e.g. limited partnerships)

  

Yes

  

Yes

  

N/A

Private Investments and Outside Activities:

Private Investments (e.g., limited partnerships)

  

Yes (via OBI)

  

Yes

  

N/A

Outside Activities

  

Yes (via OBI)

  

Yes

  

N/A

Investment Clubs

  

PROHIBITED

Exempt Securities:

Mutual Funds (open-end) not advised or sub-advised by MSIM

  

No

  

Yes

  

No*

US Treasury/Sovereign Debt11

  

No

  

Yes

Brokerage CDs

  

No

  

Yes

Money Market Funds

  

No

  

Yes

GNMA

  

No

  

Yes

Commercial Paper

  

No

  

Yes

Bankers’ Acceptances

  

No

  

Yes

Investment Grade Short-Term Debt Instruments12

  

No

  

Yes

Broad-Based ETFs13

  

No

  

Yes

  

Yes

 

 

 

 

 

11 

Sovereign debt securities rated AA or higher. Otherwise, the sovereign debt security will be subject to pre-clearance and 30-day holding period requirement.

12 

For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.

13

Employees must refer to a list of Broad-Based ETFs which may be found here.

*

Except for Hong Kong SFC Type 9 licensed employees as 30 calendar day holding period is required for all personal account investments in securities including exempt securities.

 

22


SCHEDULE B

INVESTMENT MANAGEMENT

(Excluding Private Side)

Registered Investment Advisers

Morgan Stanley Investment Management Inc.

Morgan Stanley AIP GP LP

Morgan Stanley Investment Management Limited (MSIM Ltd.)

Morgan Stanley Investment Management Company (Singapore)

Registered Commodity Pool Operator/Commodity Trading Advisor

Ceres Managed Futures LLC

Investment Advisers that are not registered

Morgan Stanley Investment Management Private Limited (MSIM Private Limited) (with respect to Public Side Investment Management Employees only)

Morgan Stanley Investment Management (Australia) Pty Limited

Morgan Stanley Asia Limited (MSAL) (with respect to Public Side Investment Management Employees only)

Morgan Stanley Investment Management (Japan) Co., Ltd. (MSIMJ)

Private Investment Partners, Inc.

Broker-Dealer

Morgan Stanley Distribution Inc.

Transfer Agent

Morgan Stanley Services Company Inc.

Global In-house Centers (India)

Morgan Stanley Advantage Services Pvt. Ltd. (with respect to Public Side Investment Management Employees only)

Morgan Stanley Solutions India Pvt. Ltd. (with respect to Investment Management Public Side Employees only)

Others:

MSIP Seoul Branch (“MSK”) (with respect to Public Side Investment Management Employees only)

 

23

LOGO    Nuveen Compliance | 13 August 2020

Code of Ethics

SUMMARY AND SCOPE

 

What the Code is about

Helping to ensure that Nuveen personnel place the interests of Nuveen clients ahead of their own personal interests.

Who the Code applies to and what the implications are

This Code applies to individuals in the following categories:

 

  Nuveen Employees based in the US or Canada (except employees of Gresham Investment Management LLC, Westchester Group Investment Management, Inc., and any employees of Greenwood Resources, Inc. who are based outside of Portland, Oregon).

 

  Employees of any US-registered investment adviser who are based outside the US, except Gresham Investment Management LLC and Greenwood Resources, Inc.

 

  Consultants, interns, and temporary workers based in the US or Canada whose contract length is 90 days or more, unless the Nuveen Ethics Office determines otherwise.

 

  TIAA employees designated as Access Persons by the TIAA-CREF Funds Chief Compliance Officer or the Nuveen Ethics Office.

Independent directors and trustees of the TIAA-CREF Funds Complex and Nuveen-sponsored or -branded funds have their own Code of Ethics and are not subject to this one.

For individuals who are subject to the Code, there are two designations with different implications: Access Person and Investment Person.

ACCESS PERSON

All Nuveen Employees who are subject to the Code are considered Access Persons, since they have, or could have, access to non-public information about securities transactions and other investments, holdings, or recommendations for Affiliate-Advised Accounts or Portfolios.

Key characteristics of this designation. An individual may be considered an Access Person of multiple advisers affiliated with Nuveen, or of only one. If your regular duties give you access to non-public information, or you are an officer of a Nuveen or TIAA-CREF sponsored or branded fund, your personal trading is generally monitored only against the trading activity of the specific adviser(s) or Affiliated Funds with which you are involved. For other employees, personal

trading is typically monitored against the trading activities of all advisers affiliated with Nuveen. You will generally not be permitted to execute transactions in a security on any day when an Affiliate-Advised Account or Portfolio managed by the adviser(s) that you are monitored against has a pending buy or sell order for that security.

INVESTMENT PERSON

An Access Person who meets any of the following criteria will in addition be considered an Investment Person:

 

  The Access Person is a Portfolio Manager, Research Analyst or Research Assistant, or they otherwise participate in making recommendations or decisions concerning the purchase or sale of securities in any Affiliate-Advised Account or Portfolio.

 

  The Access Person has been designated an Investment Person by the Nuveen Ethics Office.

Key characteristics of this designation. The vast majority of Investment Persons are employees of Nuveen’s affiliated investment advisers.

An Investment Person is prohibited from transacting in securities during the period starting 7 calendar days before, and ending 7 calendar days after, any trade in an Affiliate-Advised Account or Portfolio for which he/she has responsibility. In addition, an Investment Person’s personal transactions will be reviewed for conflicts in the period starting 7 calendar days before, and ending 7 calendar days after, all trades by their associated investment adviser. In some cases, the Investment Person may be required to reverse a trade and/or forfeit an appropriate portion of any profit as determined by the Nuveen Ethics Office. These consequences can apply whether or not the trade was pre-cleared.

The personal trading of Investment Persons is generally only monitored against the trading activity of the specific adviser for which they have been designated an Investment Person.

WHO TO CONTACT

Nuveen Ethics Office (Americas)

Hotline: 1 800 842 2733 extension 22-5599

nuveenethicsoffice@nuveen.com

 


Code of Ethics       Page 2 of 8

 

     

 

 

Important to understand

Some of our affiliated investment advisers may have policies of their own that impose additional rules on the same topics covered in this Code. Check with your manager or local/designated Chief Compliance Officer (CCO) if you have questions.

Personal trading is a privilege, not a right. Nuveen Employees are expected to follow the law and adhere to the highest standards of behavior—including with respect to personal trading. Any violation of the Code could have severe adverse effects on you, your co-workers, and Nuveen. You may be held personally liable for your conduct and be subject to fines, regulatory sanctions, and even criminal penalties.

Because Nuveen can restrict your trading or take actions such as forcing you to hold a position or to disgorge profits, personal trading carries risks beyond normal market risks.

Some requirements in this Code apply to Household Members. Each Household Member (see “Terms with Special Meanings” at right) is subject to the same restrictions and requirements that apply to his/her related Nuveen Employee.

The Code does not address every ethical issue that might arise. If you have any doubt at all after consulting the Code, contact the Nuveen Ethics Office for direction.

The Code applies to appearance as well as substance. Always consider how any action might appear to an outside observer (such as a client or regulator).

You are expected to follow the Code both in letter and in spirit. Literal compliance, such as pre-clearing a transaction, does not necessarily protect you from liability for conduct that violates the spirit of the Code. If you have questions about how to comply with this Code, consult the Nuveen Ethics Office.

TERMS WITH SPECIAL MEANINGS

Within this policy, these terms are defined as follows:

Affiliate-Advised Account or Portfolio Any Affiliated Fund, or any portfolio or client account advised or sub-advised by Nuveen.

Affiliated Fund Any TIAA-CREF or Nuveen branded or sponsored open-end fund, closed-end fund, or Exchange Traded Fund (ETF), and any third-party fund advised or sub-advised by Nuveen.

Automatic Investment Plan Any program, such as a dividend reinvestment plan (DRIP), under which investment account purchases or withdrawals occur according to a predetermined schedule and allocation.

Beneficial Ownership Any interest by which you or any Household Member—directly or indirectly—derives a monetary benefit from purchasing, selling, or owning a security or account, or exercises investment discretion.

You have Beneficial Ownership of securities held in accounts in your own name, or any Household Member’s name, and in all other accounts over which you or any Household Member exercises or may exercise investment decision-making powers, or other influence or control, including trust, partnership, estate, and corporate accounts or other joint ownership or pooling arrangements.

Code This Code of Ethics.

Domestic Partner An individual who is neither a relative of or legally married to a Nuveen Employee, but shares a residence and is in a mutual commitment similar to marriage with such Nuveen Employee.

Federal Securities Laws The applicable portions of any of the following laws, as amended, and of any rules adopted under them by the Securities and Exchange Commission or the Department of the Treasury:

 

    Securities Act of 1933.

 

    Securities Exchange Act of 1934.

 

    Investment Company Act of 1940.

 

    Investment Advisers Act of 1940.

 

    Sarbanes-Oxley Act of 2002.

 

    Title V of the Gramm-Leach-Bliley Act.

 

    The Bank Secrecy Act.

Household Member Any of the following who reside, or are expected to reside for at least 90 days a year, in the same household as a Nuveen Employee:

 

    Spouse or Domestic Partner.

 

    Sibling.

 

    Child, stepchild, grandchild.

 

    Parent, stepparent, grandparent.

 

    In-laws (mother, father, son, daughter, brother, sister).

Independent Director Any director or trustee of an Affiliated Fund who is not an “interested person” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended.

Managed Account Any account, including robo- advised accounts, in which you or a Household Member has Beneficial Ownership and for which you have delegated full investment discretion in writing to a third- party broker or investment manager.

 


Code of Ethics       Page 3 of 8

 

     

 

 

TERMS WITH SPECIAL MEANINGS (continued)   

Nuveen Nuveen, LLC and all of its direct or indirect subsidiaries worldwide.

 

Nuveen Employee Any full- or part-time employee of Nuveen, and any consultants, interns or temporary workers designated by the Nuveen Ethics Office.

 

Private Placement Any offering exempt from registration under the Securities Act of 1933, such as a private equity investment, hedge fund, or limited partnership.

 

Reportable Account Any account for which you or a Household Member has Beneficial Ownership AND in which securities can be bought, sold or held. This includes, among others:

 

•  All brokerage, IRA, custodial and trust accounts.

 

•  All Managed Accounts.

 

•  All 529 College Savings Plan accounts.

 

•  Any Nuveen 401(k) plan account.

 

•  Any 401(k) plan account from a previous employer that permits transactions in any Reportable Security.

 

•  Any direct holding in an Affiliated Fund.

 

•  Any health savings account (HSA) that permits the purchase of any security.

 

•  Any employee stock purchase plan (ESPP) or employee stock ownership plan (ESOP).

 

The following are NOT considered Reportable Accounts:

 

•  Charitable giving accounts.

 

•  Any 401(k) plan account or any other account held directly with a mutual fund complex or mutual fund-only platform in which open-end, non-Affiliated Funds are the only possible investment.

 

•  Any cash management account with a broker in which a security cannot be purchased or sold.

 

•  Any accounts that can invest only in cryptocurrency such as Bitcoin or Ethereum.

 

  

Reportable Security Any security EXCEPT:

 

•  Direct obligations of the US government (indirect obligations, such as Fannie Mae and Freddie Mac securities, are reportable).

 

•  Certificates of deposit, bankers’ acceptances, commercial paper, and high quality short-term debt (including repurchase agreements).

 

•  Money market funds.

 

•  Open-end funds that are not Affiliated Funds.

 

•  Note that closed-end funds are Reportable Securities.

 

Reportable Transaction Any transaction involving a Reportable Security EXCEPT:

 

•  Transactions in Managed Accounts. Section 16 Persons: Transactions involving Nuveen closed-end funds in any of your Managed Accounts are reportable.

 

•  Transactions under an Automatic Investment Plan; note that transactions that override the pre-set schedule or allocation are reportable.

 

•  Dividends

 

•  Interest Accrued

 

•  Section 16 Person Section 16 of the Exchange Act and the rules thereunder impose certain obligations on persons specified in section 30(h) of the Investment Company Act of 1940, as well as insiders of any public company that trades on a national stock exchange (such as a Nuveen closed-end fund). For purposes of Section 16, an “insider” is:

 

•  A director of a public company.

 

•  A designated officer of a public company.

 

•  A person who beneficially owns 10% or more of any class of equity security that is registered under Section 12 of the Exchange Act.

 

•  A portfolio manager of a Nuveen closed-end fund.

 

Persons subject to Section 16 include portfolio managers of the Nuveen closed-end funds.

GENERAL RESTRICTIONS AND REQUIREMENTS

 

BASIC PRINCIPLES

 

1.

Never abuse a client’s trust, rights, or interests.

This means you must never do any of the following:

 

    Engage in any plan or action, or use any device, that would defraud or deceive a client.

 

    Make any material statements of fact that are incorrect or misleading, either as to what they include or omit.

 

    Engage in any manipulative practice.

 

    Use your position (including any knowledge or access to opportunities you have gained by virtue of your position) to personal advantage or to a client’s disadvantage. This would include, for example, front- running or tailgating (trading directly before or after the execution of a large client trade order), or any attempt to influence a client’s trading to enhance the value of your personal holdings.
    Conduct personal trading in any way that could be inconsistent with your fiduciary duties to a client (even if it does not technically violate the Code).

 

2.

Handle conflicts of interest appropriately. This applies not only to actual conflicts of interest, but also to any situation that might appear to an outside observer to be improper or a breach of fiduciary duty.

 

3.

Keep confidential information confidential. Always properly safeguard any confidential information you obtain in the course of your work. This includes confidential information related to any of the following:

 

    Any Affiliate-Advised Account or Portfolio and any other financial product offered or serviced by Nuveen.

 

    New products, product changes, or business initiatives.
 


Code of Ethics       Page 4 of 8

 

     

 

 

    Past, current, and prospective clients, including their identities, investments, and account activity.

“Keeping information confidential” means using discretion in disclosing information as well as guarding against unlawful or inappropriate access by others.

This includes:

 

    Making sure no confidential information is visible on your computer screen and desk when you are not there.

 

    Not sharing passwords with others.

 

    Using caution when discussing business in any location where your conversation could be overheard. Confidential information may be released only as required by law or as permitted under the applicable privacy policy(ies). Consult the Nuveen Ethics Office or your local/designated CCO before releasing any confidential information.

 

4.

Handle Material Non-Public Information properly. Follow all of the terms described in “Material Non-Public Information” below. Be aware that any failure to handle such information properly is a serious offense and may lead to disciplinary action from Nuveen as well as serious civil or criminal liability.

 

5.

Comply with Federal Securities Laws. Any violation of these laws is punishable as a violation of the Code.

 

6.

Never do anything indirectly that, if done directly, would violate the Code. Such actions will be considered the equivalent of direct Code violations.

 

7.

Promptly alert the Nuveen Ethics Office or your local/designated CCO of any actual or suspected wrongdoing. Examples of wrongdoing include violations of the Federal Securities Laws, misuse of corporate assets, misuse of confidential information, or other violations of the Code. If you prefer to report confidentially, call the TIAA Confidential Helpline at 1-877-774-6492. Note that failure to report suspected wrongdoing in a timely fashion is itself a violation of the Code.

PRE-CLEARANCE AND

HOLDING REQUIREMENTS

 

8.

Pre-clear any trade in Reportable Securities, including certain Affiliated Funds (see box on next page for additional information).

If your trade requires pre-clearance, request approval through the Protegent PTA system (PTA) before you or any Household Member places an order to buy or sell any Reportable Security. Any approval you receive expires at the end of the day it was granted; however, you may place after-hours trades in international markets until 11:59 PM local time on that day. When requesting pre-clearance, follow this process:

    Request pre-clearance on the same day you want to trade, during standard US trading hours (9:30 AM to 4:00 PM ET). Be sure your pre-clearance request is accurate as to security and direction of trade.

 

    Wait for approval to be displayed before trading. If you receive approval, you may only trade that same day, and only within the scope of approval. If you do not receive approval, do not trade.

 

    Place day orders only. Do not place good-till-canceled orders or limit orders that expire beyond the day of pre-clearance approval. You may place orders for an after-hours trading session or in foreign markets using that day’s pre-clearance approval, but you must not place any order that could remain open into the next day’s trading session.

 

9.

Hold positions in securities that are subject to pre-clearance for 60 calendar days, or be prepared to forfeit any gains. Several things to note:

 

    You may be required to surrender any gains realized (net of commissions) through a violation of this rule.

 

    The 60-day holding requirement is tested on a last- in-first-out basis, across all of your holdings (not just within individual accounts).

 

    The 60-day holding requirement extends to any options or other transactions that may have the same effect as a purchase or sale, and to all Reportable Securities except Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs), Unit Investment Trusts (UITs), and open-end Affiliated Funds. Nuveen-branded or sponsored closed-end funds are subject to the 60-day holding requirement.

 

    You may sell the security on the 60th day after purchase, provided you obtain pre-clearance or an exemption applies.

 

    You may re-purchase a security immediately after executing a sale of that same security, which will trigger a new 60 calendar day holding period.

 

    You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies. If your preclearance has been denied, it is advisable that you contact the Nuveen Ethics Office if you are seeking to sell at a loss within 60 days of your purchase.

 

10.

Comply with trading restrictions described in the prospectuses for all Affiliated Funds. This includes restrictions on frequent trading in shares of any open-end Affiliated Fund.

 

11.

Pre-clear any transaction in a Managed Account that involves your influence. You must also immediately consult with the Nuveen Ethics Office to discuss whether the account in question can properly remain classified as a Managed Account.

 


Code of Ethics       Page 5 of 8

 

     

 

 

12.

Obtain the required approvals before any transaction in a Private Placement. For any private funds advised or sub-advised by Nuveen, you must obtain approval for all transactions (initial investment, subsequent investment, sales/redemptions) except additional capital calls. For all other Private Placements, you must obtain approval for initial and subsequent investments but not sales/redemptions. Approval is required even if the investment is made in a Managed Account.

 

WHAT NEEDS TO BE PRE-CLEARED

 

Pre-clearance required

 

•  All actively initiated trades in Reportable Securities, except those listed here under “No pre- clearance required.”

 

•  The sale of restricted stock or employee stock options accrued during prior employment or a Household Member’s employment require pre-clearance. If pre- clearance is denied, you may contact the Nuveen Ethics Office to request reconsideration.

 

Be aware that pre-clearance can be withdrawn even after it has been granted, and even after you have traded, if Nuveen later becomes aware of Affiliate-Advised Account or Portfolio trades whose existence would have resulted in denial of pre-clearance. In these cases you may be required to reverse a trade and/or forfeit an appropriate portion of any profit, as determined by the Nuveen Ethics Office.

 

Pre-clearance not required

 

•  Shares of any open-end mutual fund (including Affiliated Funds).

 

•  ETFs, ETNs, UITs (including options on ETFs and ETNs).

 

•  CDs and commercial paper.

 

•  Securities acquired or disposed of through actions outside your control or issued pro rata to all holders of the same class of investment, such as automatic dividend reinvestments, stock splits, mergers, spin-offs, or rights subscriptions.

 

•  The automatic exercise or liquidation by an exchange of a derivative instrument upon expiration or the delivery of securities pursuant to a written option that is exercised against you, and the assignment of options.

 

•  Sales pursuant to a bona fide tender offer.

 

•  Trades made through an Automatic Investment Plan that have been disclosed to the Nuveen Ethics Office in advance.

 

•  Trades in a Managed Account (except that you must pre-clear any trades that involve your influence, any initial purchases of Private Placements, purchases in any equity IPO, and any sales or redemptions of Private Placements that are branded, sponsored, advised or sub- advised by Nuveen).

 

•  Foreign currencies, including futures.

 

•  Commodity instruments.

 

•  Index options and index futures.

 

•  Direct investments in cryptocurrencies.

 

OTHER RESTRICTIONS

 

13.

Never knowingly trade any security being traded or considered for trade by any Affiliate-Advised Account or Portfolio. This applies to employee transactions in securities that are exempt from pre- clearance, and includes equivalent or related securities.

For example, if a company’s common stock is being traded, you may face restrictions on trading any of the company’s debt, preferred, or foreign equivalent securities, and from trading or exercising any options based on the company’s securities.

 

14.

Always prioritize client trades over personal trades. Your fiduciary duties to the client are far more important than your personal trading, which is a privilege and not a right. Never delay or in any way alter the timing or terms of a client trade for your personal benefit.

 

15.

Do not engage in trading that involves single stock futures, uncovered short sales or uncovered options on individual securities. For any short position you must own the underlying security in equal notional value. Options are permitted only to generate income or for hedging -that is, selling calls and buying puts that are offset by existing long positions or buying cash-covered calls and selling cash-covered puts, with the following exceptions:

 

    You may buy or sell (write) uncovered long-term options (those with an expiration of 1 year or more from the date of purchase), subject to the 60-day holding period.

 

    Hedging with puts or with shorts against the box is permitted, subject to the 60-day holding period. This means that options on an underlying position must have an expiration date that satisfies the underlying position’s requirement to be held for at least 60 days. Note that a covered call can be written at the time you acquire the underlying position provided the expiration of the option is 60 days or more from the date you enter into the contract.

 

16.

Never participate in an investment club or similar entity.

 

17.

Do not engage in excessive or inappropriate trading activity. Never let personal trading interfere with your professional duties. The Nuveen Ethics Office and/or your local/designated CCO, in consultation with your manager, will determine what constitutes excessive or inappropriate trading.

 

18.

Pre-clear the sale of securities in a margin account. Margin accounts are permitted, however you must obtain pre-clearance when selling to meet a margin call, even if the transaction is initiated by a broker.

 


Code of Ethics       Page 6 of 8

 

     

 

 

19.

Never purchase an IPO without advance approval. This includes Managed Accounts. Equity IPO participation is generally prohibited, but approval may be granted in special circumstances, such as when:

 

    You already have equity in the company and are offered shares.

 

    You are a policy holder or depositor in a company that is demutualizing.

 

    A family member has been offered shares as an employee.

Purchases of initial offerings of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, commodity pools, and secondary equity offerings are generally permitted subject to prior approval from the Nuveen Ethics Office.

 

 

MATERIAL NON-PUBLIC INFORMATION   

What is Material Non-Public Information?

 

Material Non-Public Information is defined as information regarding any security, securities-based derivatives or issuer of a security that is both material and non-public. Information is material if both of the following are true:

 

•  A reasonable investor would likely consider it important when making an investment decision.

 

•  Public release of the information would likely affect the price of a security.

 

Information is generally non-public if it has not been distributed through a widely used public medium, such as a press release or a report, filing or other periodic communication.

 

Restrictions and requirements

 

Any time you think you might have, or may be about to, come into possession of Material Non-Public Information (whether in connection with your position at Nuveen or not), alert the Nuveen Ethics Office. Alternatively, you may alert your local/designated CCO or Legal office, who in turn must promptly notify the Nuveen Ethics Office. Follow the instructions you are given.

  

•  Until you receive further instructions from the Nuveen Ethics Office, your local/designated CCO, or Legal, do not take any action in relation to the information, including trading or recommending the relevant securities or communicating the information to anyone else.

 

•  Never make decisions on your own regarding potential Material Non-Public Information, including whether such information is actually Material Non-Public Information or what steps should be taken.

 

•  If the Nuveen Ethics Office, your local/designated CCO and/or Legal determine that you have Material Non- Public Information:

 

•  Do not buy, sell, gift, or otherwise dispose of the issuer’s securities, whether on behalf of an Affiliate-Advised Account or Portfolio, yourself, or anyone else.

 

•  Do not in any way recommend, encourage, or influence others to transact in the issuer’s securities, even if you do not specifically disclose or reference the Material Non- Public Information.

 

•  Do not communicate the Material Non-Public Information to anyone, whether inside or outside Nuveen, except in discussions with the Nuveen Ethics Office and Legal and as expressly permitted by any confidentiality agreement or supplemental policies and procedures of your business unit.

 

•  Please refer to Nuveen’s Material Non-Public Information and Insider Trading Policy for detailed information.

REPORTING REQUIREMENTS

 

UPON BECOMING A NUVEEN EMPLOYEE

 

20.

Within 10 calendar days of starting at Nuveen, acknowledge receipt of the Code. This includes certifying that you have read the Code, understand it, recognize that you are subject to it, have complied with all of its applicable requirements, and have submitted all Code-required reports.

 

21.

Within 10 calendar days of starting at Nuveen, use PTA to report all of your Reportable Accounts and holdings in Reportable Securities.

For each Reportable Account that permits the purchase of Reportable Securities, upload the most recent statement, making sure that it includes information about the broker,

dealer, or bank through which the account is held and the type of account. For each Reportable Security, provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and the principal amount (dollar value).

This information must be no older than 45 calendar days before your first day of employment.

Note that there are separate procedures for Managed Accounts, as described below in item 24. Within 10 calendar days of starting at Nuveen, report all current investments in Private Placements (limited offerings). Limited offerings are Reportable Securities.

 


Code of Ethics       Page 7 of 8

 

     

 

 

22.

Within 30 calendar days of starting at Nuveen, move or close any Reportable Account that is not at an approved firm. This does not include Reportable Accounts that are 401(k), HSA, ESPP/ESOP, 529 plans, or accounts held directly with a mutual fund complex or mutual fund only platform in which open-end non- Affiliated Funds are the only possible investment. Contact the Nuveen Ethics Office if you are unsure whether your account must be held with an approved firm. The list of approved firms is maintained by the Nuveen Ethics Office and may be accessed on PTA.

Under very limited circumstances, it may be possible to obtain a waiver to keep a Reportable Account at a non- approved firm. Examples include:

 

    An account owned by a Household Member who works at another financial firm with comparable restrictions.

 

    An account that holds securities that cannot be transferred.

 

    An account that cannot be moved because of a trust agreement.

To apply for an exception, contact the Nuveen Ethics Office. For any account granted an exception, you are required to upload statements for the account in PTA based on the frequency with which a statement is generated for the account (e.g. monthly, quarterly). In all cases, if your accounts are not held at an approved firm, you must manually enter all executed Reportable Transactions in PTA within 5 days of execution.

At the discretion of the Nuveen Ethics Office, some consultants and temporary workers may not be required to move or close Reportable Accounts.

WHEN OPENING ANY NEW REPORTABLE ACCOUNT (INCLUDING A MANAGED ACCOUNT)

 

23.

Get pre-approval for any new Managed Account before any trading activity commences. Using the appropriate form (available from the Nuveen Ethics Office), provide representations that support the classification of the account as a Managed Account. For an account to be classified as a Managed Account, the account owner must have no direct or indirect influence or control over the securities in the account. The form must be signed by the account’s broker or investment manager and by all account owners. You may be asked periodically to confirm these representations or submit an updated form to confirm such.

Note that if the Managed Account is not maintained at an approved firm, you are also responsible for providing duplicate statements for the Managed Account to the Ethics Office, upon request.

24.

Report any new Reportable Account. Do this in PTA within 10 calendar days of the date you or a Household Member opens the account or an account becomes a Reportable Account through marriage, cohabitation, divorce, death, or another event.

EVERY QUARTER

 

25.

Within 30 calendar days of the end of each calendar quarter, verify in PTA that all Reportable Transactions made during that quarter have been reported. PTA will display all transactions of yours for which it has received notice (except transactions in your TIAA pension or and retirement plan accounts, which you are not required to report because the firm accesses this information directly). For any other Reportable Transactions not displayed, or displayed inaccurately, you are responsible for making any necessary revisions in PTA prior to completing your certification.

 

26.

For each Reportable Transaction, you must provide, as applicable, the transaction date, security name and type, ticker symbol or CUSIP, interest rate (coupon) and maturity date, number of shares, price at which the transaction was effected, principal amount (dollar value), the nature of the trade (buy or sell), and the name of the broker, dealer, or bank that effected the transaction. It is very important that you carefully review and verify the transactions and related details displayed on PTA, checking for accuracy and completeness. Once again, if you find any errors or omissions, correct or add to your list of transactions in PTA.

EVERY YEAR

 

27.

Within 45 calendar days of the end of each calendar year, acknowledge receipt of the most recent version of the Code and certify in PTA as to your Annual Holdings and Accounts Report.

The report must contain the information described in item 20 above, and include your certification that you have reported all Reportable Accounts, and all holdings in Reportable Securities at year end.

If any of your holdings in Reportable Securities are not displayed in PTA or are displayed inaccurately, you are responsible for entering adjustments and trade confirms or making any necessary revisions in PTA to complete your certification.

In addition, you must affirm each year through PTA that each Managed Account is properly classified as a Managed Account, for yourself and on behalf of any Household Member. This separate certification does not require broker or investment manager involvement.

You also must acknowledge any amendments to the Code that occur during the course of the year.

 


Code of Ethics       Page 8 of 8

 

     

 

 

ADDITIONAL RULES FOR

SECTION 16 PERSONS

 

    Pre-clear (through PTA) any transactions in Nuveen closed-end funds and any other closed-end funds of which you are a Section 16 Person. Your request will be reviewed by Legal.

 

    Pre-clear buy/sell transactions involving any Nuveen closed-end funds within your Managed Account(s).

 

    When selling for a gain any securities you buy that are issued by the entity of which you are a Section 16 Person, make sure it is at least 6 months after your most recent purchase of that security. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in- first-out basis. You may be required to surrender any gains realized through a violation of this rule. Note that for any fund of which you are a Section 16 Person, no exception from pre-clearance is available.

 

    Promptly email details of all executed transactions in these securities to the appropriate contact in Legal.

 

    See the Nuveen Funds Section 16 Policy and Procedures for additional information.

If you are unsure whether you are a Section 16 Person, contact Legal or the Nuveen Ethics Office.

CODE ADMINISTRATION

Training

You will be required to participate in training on the Code when joining Nuveen as well as periodically during the time you are subject to the Code.

Exceptions

The Code exists to prevent violations of law. The Nuveen Ethics Office may, under certain circumstances, grant waivers from a Code requirement. No waivers or exceptions that would violate any law will be granted.

Monitoring

The Nuveen Ethics Office is responsible for monitoring transactions and holdings for any violations of this Code.

Consequences of violation

Any individual who violates the Code is subject to penalty. Penalties could include, among other possibilities, a written warning, restriction of trading privileges, unwinding or reversing trades, disgorgement of trading profits, fines, and suspension or termination of employment.

Applicable rules

The Code has been adopted in recognition of Nuveen’s fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Affiliated Funds advised by Nuveen Fund Advisors, LLC, TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC under Rule 17j-1.

Some elements of the Code also constitute part of Nuveen’s response to Financial Industry Regulatory Authority (FINRA) requirements that apply to registered personnel of Nuveen Securities, LLC.

 

Code of Ethics

Scout Investments

Reams Asset Management Division

August 2020

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 Person means any Scout employee who provides advice on behalf of Scout and who are subject to Scout’s supervision and control.

All Supervised Persons have a duty and requirement to:

 

   

Place the clients’ interests first;

 

   

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

 

   

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;

 

   

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

 

   

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

 

   

Comply with applicable federal securities laws; and

 

   

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.

 

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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 Supervised 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.

 

2


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:

 

   

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

 

   

Recommend transactions in the security; or

 

   

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

 

3


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:

 

   

Receipt of gifts from any one Investment Related Entity not to exceed $100 per year (on an individual employee basis);

 

   

Receipt of entertainment from any one Investment Related Entity not to exceed $100 per event and $250 per year (on an individual employee basis);

 

   

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;

 

   

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;

 

   

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

 

   

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.

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 President of SI.

 

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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 President 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. 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.

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.

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.

 

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.

 

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Code of Ethics-Personal Trading Annex

Scout Investments

Reams Asset Management Division

August 2020

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 Person means any Scout employee who provides advice on behalf of Scout and who are subject to Scout’s supervision and control.

Scout considers all Supervised Persons 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.

Non-employee directors of Scout are not subject to the restrictions and preclearance requirements of the Code, provided they have no knowledge of Scout’s pending or current program trading activity in the securities they are trading. Such directors must provide an annual certification that with respect to all security transactions during the preceding year, the director was not aware of any Scout program activity relating to the security in question when the transaction was effected.

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 Access Persons that do not involve a Limited Offering;

 

   

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

 

   

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

 

   

Purchases or sales pursuant to an Automatic Investment Plan ;

 

   

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

 

   

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

 

   

Purchases or sales in exchange traded funds and notes; or

 

   

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 Access Person has Beneficial Ownership:

 

   

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.

 

   

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

 

   

The sale of a Covered Security on the Restricted List within sixty (60) days of purchase at a price greater than any purchase within the sixty (60) day period, provided the 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.

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:

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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.

 

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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 30th 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.

 

9


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

 

10


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:

 

  1.

A copy of the Code of Ethics;

 

  2.

A record of each Access Person;

 

  3.

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

 

  4.

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

 

  5.

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;

 

11


  6.

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.

 

12


“Reportable Fund” means any Investment Company for which SI acts as sub-adviser 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.

 

13


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*   
1st    Informal Warning
2nd    Written Warning
3rd    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   
1st    Informal Warning
2nd    Written Warning
3rd    Suspension of Trading Privileges

 

Inaccurate or

Failure to Report

  
1st    Informal Warning
2nd    Written Warning
3rd    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 (up to 30 days).

 

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                October 27, 2020


Table of Contents

  

General Principles

     1  

Personal Investment Transactions

     3  

Overview

     3  

Covered Transactions/Covered Accounts

     3  

Pre-clearance of Covered Transactions

     4  

Pre-clearance Process

     4  

Prohibited Transactions

     5  

Exempt Securities

     8  

Exemptive Relief

     13  

Reporting

     14  

Personal Investment Reporting

     14  

Reporting on Opening, Changing or Closing a Covered Account

     14  

Required Certifications

     15  

Policy Statement on Insider Trading

     16  

What You Should Do If You Have Questions About Inside Information?

     16  

TCW Policy on Insider Trading

     17  

Trading Prohibition

     17  

Communication Prohibition

     18  

What is Material Information?

     18  

What is Non-Public Information?

     19  

Examples of How TCW Personnel Could Obtain Inside Information and What You Should Do In These Cases

     19  

Board of Directors Seats or Observation Rights

     19  

Deal-Specific Information

     20  

Participation in Rapid Fire Capital Infusions

     21  

Overview

     21  

What Should You Do?

     21  

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

     21  

Creditors’ Committees

     22  

Information about TCW Products

     22  

 

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i


Contacts with Public Companies

     23  

Expert Networks

     23  

What Is The Effect Of Receiving Inside Information?

     23  

Does TCW Monitor Trading Activities?

     24  

Penalties and Enforcement by SEC and Private Litigants

     24  

Ethical Wall Procedures

     25  

Identification of the Walled-In Individual or Group

     25  

Isolation of Information

     25  

Restrictions on Communications

     25  

Restrictions on Access to Information

     26  

Trading Activities by Persons within the Wall

     26  

Termination of Ethical Wall Procedures

     26  

Maintenance of Restricted List

     27  

Exemptions

     27  

Gifts & Entertainment: Anti-Corruption Policy

     28  

Gifts

     28  

Entertainment or Similar Expenditures

     29  

Gifts, Entertainment, Payments & Preferential Treatment

     29  

Foreign Corrupt Practices Act (FCPA)

     35  

Statement of Purpose

     35  

Scope

     35  

Prohibited Conduct

     35  

Health or Safety Exception

     36  

Third Party Representatives

     36  

Red Flag Reporting

     37  

Mandatory Reporting

     38  

Books and Records

     39  

Outside Business Activities

     39  

General

     39  

Obtaining Approval/Reporting

     40  

Political Activities & Contributions

     41  

Introduction

     41  

 

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ii


General Rules

     41  

Fundraising and Soliciting Political Contributions

     41  

Rules Governing Firm Contributions and Activities

     42  

Federal Elections

     42  

Contributions to State and Local Candidates and Committees

     42  

Political Activities on Firm Premises and Using Firm Resources

     42  

Federal, State, and Local Elections

     42  

Rules for Individuals

     43  

Responsibility for Personal Contribution Limits

     43  

Pre-Approval of all Political Contributions and Volunteer Activity

     43  

New Hires

     44  

Participation in Public Affairs

     44  

Other Employee Conduct

     45  

Personal Loans

     45  

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

     45  

Disclosure of a Direct or Indirect Interest in a Transaction

     45  

Corporate Property or Services

     46  

Use of TCW Stationery

     46  

Giving Advice to Clients

     46  

Confidentiality

     44  

Sanctions

     45  

Reporting Illegal or Suspicious Activity—“Whistleblower Policy”

     46  

Policy

     46  

Procedure

     46  

Glossary

     48  

 

 

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iii


General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code, the “Firm” or “TCW” refers to The TCW Group, Inc., TCW Advisors, and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm’s clients. In consideration of this you must:

 

   

Protect the interests of the Firm’s clients before looking after your own.

 

   

If you know that an investment team is considering a transaction in a security, don’t trade that security.

 

   

Never use opportunities provided for the Firm’s clients by brokers or others for your personal benefit.

 

   

Avoid actual or apparent conflicts of interest in conducting your personal investing.

 

   

Never trade on the basis of client information, or otherwise use client information for personal benefit.

 

   

Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships.

 

   

Comply with all applicable securities laws and Firm policies, including this Code.

 

   

Communicate with clients or prospective clients candidly.

 

   

Exercise independent judgment when making investment decisions.

 

   

Treat all clients fairly.

In addition to the above fiduciary requirements, Officers, directors and employees of the Firm are prohibited from violating the laws of the United States, including but not limited to, the applicable federal and state securities laws. These provisions prohibit any manipulative conduct in connection with transactions in Securities in the marketplace:

 

   

Employing any device, scheme or artifice to defraud;

 

   

Making any untrue statement of a material fact, or omitting to state a material fact necessary in order to make the statements made not misleading, in connection with the offer, purchase, or sale of Securities; or

 

   

Engaging in any action, transaction, practice or course of business that would operate as a fraud or deceit upon any person.

When in doubt, call the General Counsel, the Chief Compliance Officer, or any member of the Compliance or Legal Department before taking action. We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action. As an Access Person, you are responsible for safeguarding the reputation of TCW.

 

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Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.

 

 

 

 

 

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Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm. The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com.

All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person’s work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. The Person may be notified by his/her supervisor, or such other appropriate officer(s) that there is a trading issues, and that trading restrictions and/or other disciplinary action, as appropriate, may be implemented.

Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy.

Covered Transactions/Covered Accounts

This policy covers investment activities (“Covered Transactions”) (i) by any Access Person or Covered Person in a Covered Account, or (ii) in any account in which any Access Person has a “beneficial interest”.

An Access Person has a “beneficial interest” in an account if that Access Person:

 

   

has benefits substantially equivalent to owning the Securities or the account,

 

   

can obtain ownership of the Securities in the account within 60 days, or

 

   

can vote or dispose of the Securities in the account.

Any account of an Access Person or Covered Person is a “Covered Account.” Covered Accounts include any personal trading account in which you have a beneficial interest. A representative list of such accounts includes:

 

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Brokerage accounts (i.e. individual, joint, trust, custodial); Individual Retirement Accounts (all types); DRIPs, profit sharing, and any other account/vehicle that have the ability to trade any non-exempt investment product.

 

   

401(k) and 529 Plans accounts that provide the ability to trade any non-exempt investment product.

 

   

Please note: If the accounts hold MetWest or TCW funds, these accounts require reporting as well.

 

   

Accounts held directly at mutual funds are exempt unless the account holds MetWest or TCW funds.

 

   

A relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

 

   

This includes accounts for relatives in the same household (residence).

 

   

Direct investments in private funds.

Violations of this policy by a Covered Person will be treated as violations by you.

Pre-clearance of Covered Transactions

Generally, all trading by Access Persons and Covered Persons requires pre-clearance. Exempt securities are listed in this Code of Ethics.

Pre-clearance Process

Pre-clearance is required for any non-exempt security. For example:

 

   

Stocks

 

   

Options

 

   

ETFs, Closed-end Funds

 

   

Private placements/securities/funds

 

   

Any other investment product not listed on the Exempt securities list in the Code of Ethics

Pre-clearance expires at 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after approval has been received. If your order has not been executed by the next business day after approval, it should be canceled and a new pre-clearance obtained.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required preclearance form at https://tcw-ng.starcompliance.com/Auth/Login

Outside Fiduciary Accounts and Non-Discretionary Accounts require special procedures. Contact the Administrator of the Code of Ethics.

 

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Prohibited Transactions

The following activities are prohibited and pre-clearance will generally not be available.

 

Prohibited Transaction

  

Exceptions/Limitations

  

Consequences/Comments

Transacting in a Security that the Firm is trading for its clients    Exception: Permitted once the Firm’s trading is completed or cancelled    Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.
Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients      
Acquiring any Security in an IPO    Exception: Permitted if the Security is an Exempt Security. See chart below.   
Acquiring an interest in a 3rd party registered investment company advised or sub-advised by the Firm    Exception: TCW sub-advised ETFs are permitted, but, as with all ETFs, must still be pre-cleared and reported as stated below.    See Prohibited Third-Party Mutual Fund List under Forms on myTCW.

 

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Additional Restrictions for Certain Investment Personnel

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.

 

Prohibited Transaction

  

Applies to

  

Consequences/Comments

Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days.   

•  Investment Personnel

 

•  Members of Investment Compliance

  

Transactions will be matched using a LIFO system.

Profits from the sale or purchase of a security obtained within 60 days of the exercise of written call or put options are subject to the rule prohibiting such transactions for Investment Personnel.

All profits of prohibited trades are subject to disgorgement

Exceptions:

 

•  Exempt Securities

 

•  ETFs and ETNs (Though exempt from this rule, ETFs and ETNs still must be pre-cleared through StarCompliance)

 

•  Transactions in derivatives linked to ETFs and ETNs such as options on ETFs and ETNs must be pre-cleared and are not exempt from this rule.

Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client (except for account rebalancings to maintain proportions after   

•  Prohibited for Investment Personnel related to the client account in which the Security is transacted.

  

•  All prohibited transactions will generally be reversed; and

 

•  all profits are subject to disgorgement.

 

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cash receipts, redemptions, or the like, that do not involve any investment decision) , in any

 

•  Covered Account, or

 

•  Outside Fiduciary Account

  

•  Members of Investment Compliance

  

Exceptions:

 

•  Stock transactions resulting from the forced exercise of a call or put option that you have written

Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any

 

•  Covered Account, or

 

•  Outside Fiduciary Account

  

•  Prohibited for Investment Personnel related to the client account in which the security is transacted.

 

•  Members of Investment Compliance

  

•  All prohibited transactions will generally be reversed; and

 

•  all profits are subject to disgorgement.

 

Exceptions:

 

•  Stock transactions resulting from the forced exercise of a call or put option that you have written

Purchasing or selling any Security in the 5 business days AFTER a TCW-advised or sub-advised registered investment company buys or sells the Security (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any

 

•  Covered Account, or

 

•  Outside Fiduciary Account

  

•  Prohibited for Investment Personnel involved in managing funds for the registered investment company

 

•  Members of Investment Compliance

  

•  All prohibited transactions will generally be reversed; and

 

•  all profits are subject to disgorgement.

 

Exceptions:

 

•  Stock transactions resulting from the forced exercise of a call or put option that you have written

 

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Purchasing or selling any Security in a manner inconsistent with any recommendation made by that research analyst less than 30 days prior to the proposed purchase or sale   

•  Prohibited for any Analyst or Researcher

  

•  All prohibited transactions must be reversed; and

 

•  all profits are subject to disgorgement.

Recommending any Security for purchase by the Firm, including writing a research report advocating for the purchase of a Security, where such individual also holds such Security in a Covered Account.   

•  Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report.

  

•  All prohibited transactions must be reversed; and

 

•  all profits are subject to disgorgement.

Exempt Securities

Pre-clearance is generally not required for Exempt Securities. The following table identifies Exempt Securities and summarizes any pre-clearance and reporting requirements that apply.

 

Types of Exempt Securities

  

Pre-clearance

Required?

  

Reporting

Required?

  

Limitations/Comments

MetWest or TCW Fund in a Firm or Non-Firm Account    No    Yes    Compliance with frequent trading rules required.
U.S. Government Securities (including agency obligations)    No    No   
Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof    No    Yes   
Bank certificates of deposit or time deposits    No    No   

 

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Bankers’ Acceptances    No    No   
Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes and repurchase agreements    No    Yes    Ask the Legal Department for clarification if any questions.
Shares in money market mutual funds or a fund that appears on the exempt list.    No    No   

Shares in open-end investment companies not advised or sub-advised by the Firm.

 

(ETFs, ETNs and closed-end funds are not exempt and require pre-clearance)

   No   

No*

 

*MetWest and TCW funds require reporting

   See Prohibited Third-Party Mutual Fund List under Forms on myTCW.
Investments in the S&P 500 CIT product within the TCW 401(k) Plan    No    No   
Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm.    No    No   

Futures and Non-Financial Commodities
   No    Yes   

Municipal bonds traded in the market
   No    Yes    No

 

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Trades in Non-Discretionary Accounts which you, your spouse, your domestic partner, or your significant other established.    The Account must first be certified as Non-Discretionary by Compliance – Contact the Administrator of the Code of Ethics. If designated as Non-Discretionary, no pre-clearance of trades required.    The Account must first be certified as Non-Discretionary by Compliance – Contact the Administrator of the Code of Ethics. If designated as Non-Discretionary, no reporting of trades required.    Periodic sample reviews of statements of non-discretionary accounts will be conducted.

Dividends reinvested through a Dividend Reinvestment Plan (DRIP)

 

[Note: While automatic transactions within DRIPS and ESOPs do not require pre-clearance, any volitional transactions within DRIPS and ESOPs must be pre-cleared]

   No, unless the transaction is not automatic    Yes   

 

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Securities purchased pursuant to certain Robo Advisory Programs    The Program must first be evaluated by Compliance - Contact the Administrator of the Code of Ethics. If designated as Non-Discretionary, no pre-clearance of trades required.    The Program must first be evaluated by Compliance - Contact the Administrator of the Code of Ethics. If designated as Non-Discretionary, no reporting of trades required.    Periodic sample reviews of statements of non-discretionary accounts will be conducted.
Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.    No    Yes   

Securities where the Firm acts as an adviser or distributor for the investment, offered in:

 

•  A hedge fund;

 

•  Private Placement; or

 

•  Other Limited Offerings

   No    Yes    Firm already must approve in order to invest, which serves as pre-clearance.

Interests in Firm-sponsored limited partnerships or other Firm-sponsored private placements, including those that that are

 

•  Estate planning transfers

 

•  Court-ordered transfers

   No    Yes    Firm already must approve in order to invest, which serves as pre-clearance.

 

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Securities acquired or sold in connection with the involuntary exercise or assignment of an option.    No, unless you voluntarily exercise an option.    Yes, securities received must be reported.    Profits from the sale or purchase of a security obtained within 60 days of the exercise of written call or put options are subject to the rule prohibiting such transactions for Investment Personnel.
Ownership Interests in Clipper Holding, LP    No    No   
Ownership Interests in TCW Owners, LLC    No    No   
Rule 10b5-1 Plans    Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.    Yes   
Direct Purchase Plans    Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.    Yes   
Direct investments in Cryptocurrencies or Digital Currencies. Investment products derived from cryptocurrencies or digital currencies are not exempt.    No    No   

 

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Exemptive Relief

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics. The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers. The Approving Officers have no obligation to grant any requested approval or exemption.

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.

 

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Reporting

Personal Investment Reporting

TCW receives automated feeds from many major brokers (“Linked Brokers”). If your broker is not a Linked Broker, you must ensure that TCW receives duplicate broker statements. The Administrator of the Code of Ethics can inform you if your broker is a Linked Broker, and set up your account for automated feed. If your broker is not a Linked Broker, the Administrator of the Code of Ethics can assist you with a release letter (“407 letter”) to allow TCW to receive duplicate statements. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts.

Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts: You must use the StarCompliance, http://tcw.starcompliance.com, system to enter information about each Covered Account:

 

Activity

  

Comments

  

Exceptions

•  Upon becoming an Access Person

 

•  Upon opening a new Covered Account while you are an Access Person

   Updates must occur within 30 days of the event   

You are not required to report or enter information for:

 

•  Outside Fiduciary Accounts

 

•  Accounts that can only invest in open end mutual funds

 

*Accounts holding MetWest and TCW funds require reporting

•  Upon closing, or making any change to a Covered Account while you are an Access Person

   Updates must occur within 30 days of the event    N/A

 

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Separate Accounts: You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm.

Required Certifications    

Reports are filed online at http://tcw.starcompliance.com.

If you will not be able to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.

 

Certification

  

When Due

  

Additional Requirements

Initial Holdings Report    Within 10 days after becoming an Access Person   

Include all securities except Exempt Securities

 

Include all Covered Accounts. Holdings must be current no earlier than 45 days before you became an Access Person

Quarterly Report of Personal Investment Transactions    By each January 15, April 15, July 15 and October 15    Must be filed even if there were no transactions during the period.
Annual Holdings Report    By January 31 of each year    Same as Initial report, except that holdings must be current as of December 31 of the prior year.
Annual Certificate of Compliance    By January 31 of each year   
Report on Outside Activities (Includes, among other activities, Directorships, Officerships, Creditor Committees, Board Observation Rights and Employment)    4th quarter of each year   

 

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Policy Statement on Insider Trading

Members of the Firm occasionally come into possession of material, non-public information or “inside information”. Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information.

The SEC rules provide that any purchase or sale of a security while “having awareness” of inside information is illegal regardless of whether the information was a motivating factor in making a trade.

Courts may attribute one employee’s knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term “Ethical Walls”).

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.

What You Should Do If You Have Questions About Inside Information?

 

Topic

  

You Should Contact:

If you have a question about:

 

•  The Insider Trading Policy in general

 

•  Whether information is “material” or “non-public”

 

•  If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)

 

•  Whether you have received material non-public information about a public company

 

•  Obtaining deal-specific information (pre-clearance is required)

   The Legal Department

 

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Topic

  

You Should Contact:

•  Sitting on a Creditors’ Committee (preapproval is required)

 

•  Need to have an Ethical Wall established

 

•  Terminating an Ethical Wall

 

•  Section 13/16 issues

 

•  Who is “within” or “outside” an Ethical Wall

  

•  If you wish to serve on a Board of Directors, serve as an alternate on a Board, serve as a Board Observer or sit on a Creditors Committee (Pre-approval is required)

   Administrator of the Code of Ethics
In the event of inadvertent or non-intentional disclosure of material non-public information    The Legal Department

TCW Policy on Insider Trading

Trading Prohibition

 

   

No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company’s securities) while in possession of material, non-public information about the company (except as listed in Deal-Specific Information below).

 

   

This applies in the case of both publicly traded and private companies.

 

   

This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the Legal Department. Do not discuss the information with your supervisor, department head or any other individual who is on your team.

 

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Communication Prohibition

No Access Person may communicate material, non-public information to others who have no official need to know. This is known as “tipping,” which also is a violation of the insider trading laws, even if you as the “tipper” did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

Remember that TCW Mutual Funds are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firm’s policies is illegal.

What is Material Information?

Information (whether positive or negative) is material:

 

   

When a reasonable investor would consider it important in making an investment decision or

 

   

When it could reasonably be expected to have an effect on the price of a company’s securities.

Some examples of Material Information are:

 

   

Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes, defaults,

 

   

Projections, major capital investment plans,

 

   

Significant labor disputes,

 

   

Significant merger, tender offers, secondary offerings, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,

 

   

New product releases, price changes, schedule changes,

 

   

Significant accounting changes, credit rating changes, write-offs or charges,

 

   

Major technological discoveries, breakthroughs or failures,

 

   

Major contract awards or cancellations, significant regulatory developments (e.g. FDA approvals),

 

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Governmental investigations, major litigation or disposition of litigation, or

 

   

Extraordinary management developments or changes.

Because no clear or “bright line” definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to the Legal Department.

What is Non-Public Information?

Non-public information is information that:

 

   

Has not been disseminated broadly to investors in the marketplace, such as a press release or publication in the Wall Street Journal or other generally circulated publication; or

 

   

Has not become available to the general public through a public filing with the SEC or some other governmental agency, Bloomberg, or release by Standard & Poor’s or Reuters.

Examples of How TCW Personnel Could Obtain Inside Information and What You Should Do In These Cases

Examples of how a person could come into possession of inside information include:

Board of Directors Seats or Observation Rights

 

   

Most public companies have restrictions on trading by Board members except during trading window periods.

 

   

Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Outside Business Activity Form that is posted on myTCW and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.

 

   

If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made.

Portfolio Managers:

 

   

Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or

 

   

Having the intent to control or work with others to attempt to influence or control a company.

 

   

Working with expert network consultants who were recent employees of a company involving a major transaction.

Should be mindful of:

 

   

SEC filing obligations under Section 16 of the Exchange Act

 

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“Short swing profits” restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The Legal Department should be consulted in these situations.

Deal-Specific Information

Employees may receive inside information for legitimate purposes such as:

 

   

In the context of a direct investment, secondary transaction or participation in a transaction for a client account

 

   

In the context of forming a confidential relationship

 

   

Receiving “private” information through on-line services such as Intralinks.

This “deal-specific information” may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:

 

   

mezzanine financings,

 

   

loan participations, bank debt financings,

 

   

venture capital financing,

 

   

purchases of distressed securities,

 

   

oil and gas investments, and

 

   

purchases of substantial blocks of stock from insiders.

It should be assumed that inside information is transmitted whenever:

 

   

A confidentiality agreement is entered into;

 

   

An oral agreement is made or an expectation exists that you will maintain the information as confidential; or

 

   

There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship.

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the Legal Department, who then will implement the appropriate Ethical Wall and trading procedures.

 

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Participation in Rapid Fire Capital Infusions

Overview

From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.

What Should You Do?

If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the Legal Department, General Counsel or Chief Compliance Officer. Do not ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the Firm. Your email should include the contact information for the person who contacted you.

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

Historically, the Firm’s marketable securities strategies have not received material non-public information and have relied solely on public information. Some of the ramifications of your participating in a rapid fire capital infusion are:

 

   

Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate. There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information.

 

   

A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so).

 

   

You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s).

If your group decides to participate in the offering, the Legal Department will work with your group to implement appropriate Ethical Wall procedures with the goal of ensuring that others at the Firm who do not have the information will not be frozen in their trading securities of the issuer. The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the Firm until after the terms of the financing (or other material non-public information) are publicly announced.

 

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Creditors’ Committees

Members of the Firm may be asked to participate on a Creditors’ Committee which is given access to inside information. Since this could affect the Firm’s ability to trade in securities in the company, before agreeing to sit on any Creditors’ Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.

Information about TCW Products

Employees could come into possession of inside information about the Firm’s limited partnerships, trusts, and mutual funds that is not generally known to their investors or the public. The following could be considered inside information:

 

   

Plans with respect to dividends, closing down a fund or changes in portfolio management personnel

 

   

Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or

 

   

A large-scale buying or selling program or a sudden shift in allocation that was not generally known

Disclosing holdings of the TCW Mutual Funds on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Mutual Funds to the general public and investors through tcw.com on a monthly basis. This disclosure may occur on or prior to the 15th calendar day following the end of that month (or, if the 15th calendar day is not a business day, the next business day thereafter). Disclosure of these funds’ holdings at other times, where a general disclosure has not yet been made through tcw.com, requires special confidentiality procedures and must be pre-cleared with the Legal Department (See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure).

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the Legal Department or General Counsel. The Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.

 

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Contacts with Public Companies

Contacts with public companies are an important part of the Firm’s research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.

If an issue arises in this area, a research analyst’s notes could become subject to scrutiny. Research analyst’s notes have become increasingly the target of plaintiffs’ attorneys in securities class actions.

The SEC has declared publicly that they will take strict action against what they see as “selective disclosures” by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insider’s fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with the Legal Department.

Expert Networks

The Firm may, from time to time, execute agreements with companies that provide access to a group of professionals, specialized information or research services (“Expert Networks”). In such circumstances, Expert Networks are engaged to provide authorized TCW employees with information that may be helpful in TCW understanding an industry, legislative initiatives, and many other important topical areas. However, TCW is mindful of the fact that Expert Networks present significant legal, compliance and regulatory risks concerning the receipt and transmission of materially non-public information. Given this inherent risk, TCW requires that the compliance policies of each Expert Network are reviewed and approved by our Compliance Department prior to entering into an agreement for services. Furthermore, the Firm requires that each employee who wishes to participate in an Expert Network read and confirm their understanding of the Firm Expert Network Guidelines, as well as complete an Insider Trading training module to ensure that they understand the Firm policies regarding material non-public information and insider trading.

What Is The Effect Of Receiving Inside Information?

Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:

 

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Establish an Ethical Wall around the individual or a select group or department, and/or place a “firm wide restriction” on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm, whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.

In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall, the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to “isolate” the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.

In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.

Does TCW Monitor Trading Activities?

Yes, TCW monitors trading activities through one or more of the following:

 

   

Conducts reviews of trading in public securities listed on the Restricted Securities List.

 

   

Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

 

   

Conducts monitoring of the Ethical Walls.

 

   

Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm’s policies.

 

   

Obtains securities holding and transaction reports as required by SEC rules and regulations.

Penalties and Enforcement by SEC and Private Litigants

Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm. Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. The regulators, the market and the Firm view violations seriously and there can be significant fines, jail time and lawsuits.

 

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Ethical Wall Procedures

The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to “quarantine” or “isolate” the individuals or select group of persons with the inside information within the Ethical Wall.

Identification of the Walled-In Individual or Group

The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors’ Committee, serving on a Board in a capacity related to the Firm’s investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the Legal Department, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important. If you are in a group where you expect to continuously receive material non-public information as part of its strategy, a global Ethical Wall may be required to be imposed on the department.

Isolation of Information

Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

 

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If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the Legal Department, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as “inside the wall” and will be subject to all Ethical Wall restrictions in this policy.

Restrictions on Access to Information

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

Trading Activities by Persons within the Wall

Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions except:

 

   

Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given (Note that if the transaction is a secondary trade (vs. a direct company issuance), the Legal Department should be consulted to determine any disclosure obligations to the counterparty, and

 

   

In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client.

Termination of Ethical Wall Procedures

When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated.    This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors’ Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain “window periods” when the company permits such “access” persons to trade.

 

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Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm.

Maintenance of Restricted List

The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics, who distributes it as necessary. The Administrator of the Code of Ethics also updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List should not be considered the complete list – the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

Exemptions

Once an issuer is placed on the Restricted Securities List, any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics.

 

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Gifts & Entertainment: Anti-Corruption Policy

Access Persons may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.

Where possible, or as required in this Policy, you should notify your department head before, or after, providing or accepting any Gifts or Entertainment, even if no other approval is required. As discussed below, Access Persons may also be required to obtain approval when giving or receiving certain Gifts and Entertainment. Unless otherwise specified below, if approvals are required, you must submit your request through StarCompliance for approval by the Administrator of the Code of Ethics. Access Persons must obtain prior written approval from the Administrator of the Code of Ethics where required. The Administrator of the Code of Ethics shall elevate the request in the event of high risk or higher value gifts, or as otherwise necessary or appropriate. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment. It is the Access Person’s responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.

Gifts

A “Gift” is anything of value given or received without paying its reasonable fair value (e.g. merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where Access Persons are not present as attendees). Entertainment (as defined below) is not a Gift.

 

   

A Gift must only be provided as a courtesy or token of regard or esteem (“Token Gift”).

 

   

Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment.

 

   

Gifts of cash or cash equivalents are prohibited.

You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws.

 

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Entertainment or Similar Expenditures

“Entertainment” generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.

 

   

Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive (e.g., 3 days of golf for a 1-day seminar is excessive and not reasonable).

 

   

You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws.

Access Persons are required to follow the approval process set forth below, and in this Policy, to obtain the requisite approvals, if any, before or after giving or receiving Gifts or Entertainment.

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients’ independent business judgment. Therefore, the Policy establishes reasonable limits and procedures relating to giving and receiving Gifts and Entertainment.

If approval is required, Access Persons should request approval through StarCompliance, and wait for a decision before taking any action. The Administrator of the Code of Ethics shall review the submission with your department head and the Approving Officers, as appropriate. Registered Persons are required to log gifts & entertainment given or received in StarCompliance. Refer to the table below which describes the Gifts & Entertainment for which a log may be required. If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment. It is the Access Person’s responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably

 

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anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.

Gifts Provided By the Firm/Access Persons

 

Type of Gift To Be Given

  

Approval Required

Cash Gifts (including gift cards)    Prohibited
Token Gifts (e.g. bottles of wine, fruit baskets, books) under $100 (unless given to a Foreign Official or Domestic Official)    No Approval Required
Gifts in excess of $100 that seem appropriate under the circumstances    Pre-Approval Required
Personal Charitable Gifts given where the recipient has a known business relationship with or a connection to a client or potential client of the Firm    Pre-Approval Required
Gifts to Foreign Officials or Domestic Officials (regardless of value)    Pre-Approval Required
Charitable Gifts given on behalf of the Firm    Pre-Approval Required. The Charitable Contribution request form must be completed before making the Gift.

 

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Gifts by TCW Funds Distributors LLC (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (“TFD”) Registered Persons aggregating less than $100 per year   

No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing:

 

Name of recipient(s)

 

Date of Gift(s)

 

Value of Gift(s)

 

A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firm’s logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the “de minimis” standard, then the gift should be logged.

Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient’s employer. Examples of gifts not relating to the business of the recipient’s employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family relationship between you and the recipient.   

Pre-Approval Required, And Must Maintain Log Showing:

 

Name of recipient(s)

 

Date of Gift(s)

 

Value of Gift(s)

Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient’s employer    Prohibited
Gifts to Unions or Union Officers    Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.

 

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Entertainment and Hospitality Provided by the Firm/Access Persons

 

Amount

  

Approval Required

$250 or less per person and $2,500 or less in aggregate per event    No Approval Required
Greater than $250 per person or $2,500 or more in aggregate per event    Pre-Approval Required
Attendance and participation at educational or industry sponsored events (for example, tickets for attendance or purchasing a table at an industry conference)    No Approval Required
If provided to Unions or Union Officers   

Pre-Approval Required.

 

The Request Form for Approval for Gift/Entertainment must be completed before making the entertainment. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.

If provided to a Foreign Official or Domestic Official (regardless of value)    Pre-Approval Required

Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised.

Gifts and Entertainment Received by Firm Personnel

You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances. Access Persons are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics.

 

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If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift, (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm, give it to the Administrator of the Code of Ethics, which will donate it to charity.

If the host of an event is personally present at the event, the event will be considered Entertainment; otherwise, it will be considered a Gift. You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. There may be some circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment. Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm, use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics shall review such situation with your department head and the Approving Officers, as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.

In light of the nature of Gift-giving and the impromptu nature of some Entertainment, approval for Access Persons accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment. Where prior approval is not possible with respect to impromptu Gifts or Entertainment, the Access Persons receiving such Gift or Entertainment must seek approval as soon as is reasonably practicable. If such Gift or Entertainment received is impermissible under U.S. or local laws, then the Administrator for the Code of Ethics may require the Access Persons to return the Gifts or reimburse such Entertainment received.

 

Type of Gift/Entertainment Received

  

Approval required

Cash Gifts (including gift cards)    Prohibited
Solicitation by Access Persons of Gifts from clients, suppliers, brokers, business partners, or potential business partners    Prohibited
Appropriate Gifts with value of $100 or less*    No Approval Required

 

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Tickets(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below)    No Approval Required
Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances*    Approval Required
Gifts given to a wide group of recipients (e.g. closing dinner Gifts, holiday Gifts)*    No Approval Required
Gifts received from the same donor more than twice in a calendar year*    Approval Required
Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year    Approval Required
Entertainment over $250 per event*    Approval Required
Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the “Speaker Exemption”)    No Approval Required
Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes    Approval Required

 

*For

Investment Personnel only:

 

   

All Gifts and Entertainment, of any value, received from broker/dealers must be reported in StarCompliance.

 

   

All Gifts received from broker/dealers with a value in excess of $100/person are prohibited and should be returned to the broker/dealer or turned over to Compliance for appropriate disposition.

 

   

If an Investment Personnel is granted approval to accept entertainment with a value in excess of $250 per event from a broker/dealer, that person must personally pay the amount in excess of $250 and must maintain records indicating such payment.

 

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Foreign Corrupt Practices Act (FCPA)

The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action (e.g., processing governmental papers, providing police protection, and providing mail service) under limited circumstances (“Facilitating Payments”). Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.

Statement of Purpose

TCW (the “Firm”) is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act (the “Travel Act”), the U.K. Bribery Act of 2010 (the “Bribery Act”) and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”). The purpose of this Anti-Corruption Policy (the “Policy”) is to ensure compliance with all applicable anti-corruption laws and rules.

Of course, no policy can anticipate every possible situation that might arise. As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor, Firm contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.

Scope

This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located (collectively referred to as “Firm Personnel”). Violations of this Policy may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.

Prohibited Conduct

Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement for the benefit of any person, including a Foreign Official or Domestic Official, with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.

 

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“Foreign Official” includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a “Foreign Official,” Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.

“Domestic Official” means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.

For purposes of this Policy, Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.

All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third party’s) must not be used to accomplish what is otherwise prohibited by this Policy.

Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.

Health or Safety Exception

Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel (or anyone else) is at risk. If a payment is made pursuant to this limited exception, Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk. The payment must also be accurately recorded in the Firm’s books and records.

Third Party Representatives

Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firm’s behalf (collectively “Third Party Representatives”). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy. The Legal Department is required to approve all engagements with Third Party Representatives. Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the General Counsel and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative.

 

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Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the Legal Department. Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern). Firm Personnel must consult with the Legal Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag, or any other similar situation.

It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all Firm Personnel:

 

  a.

Familiarize yourself with the examples of Red Flags listed in this Policy; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy;

 

  b.

Be vigilant in detecting Red Flags; it is prohibited to “consciously avoid” or “close your eyes” to a violation or to a Red Flag;

 

  c.

Look out for Red Flags both before and during a relationship with any transaction partner; and

 

  d.

If you have information concerning a potential Red Flag, contact the General Counsel immediately.

No Firm Personnel who in good faith provides information regarding a possible Red Flag will suffer any retaliation or adverse employment decision as a consequence of such report.

The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur. However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Legal Department who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag. Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag. The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.

Red Flag Reporting

Firm Personnel are required to promptly report to the General Counsel any situations that raise anti-corruption compliance Red Flags. All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues. The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward. Red Flags include (but are not limited to):

 

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A request for reimbursement of extraordinary, poorly documented, or last minute expenses;

 

   

A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty;

 

   

A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency;

 

   

An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business;

 

   

A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy, applicable anti-corruption laws and rules;

 

   

A refusal, if asked, to disclose owners, partners, or principals;

 

   

Use of shell or holding companies that obscure an entity’s ownership without credible explanation;

 

   

As measured by local customs or standards, or under circumstances particular to the party’s environment, the party’s business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm;

 

   

The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and

 

   

In the case of engaging a Third Party Representative, the potential Third Party Representative:

 

   

has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm;

 

   

is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm;

 

   

displays ignorance of or indifference to local laws and regulations;

 

   

is unable to provide appropriate business references;

 

   

lacks transparency in expenses and accounting records;

 

   

is the subject of credible rumors or media reports of inappropriate payments; or

 

   

requests payment that is disproportionate to the services provided.

Mandatory Reporting

Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy. All suspected violations of this Policy, including minor violations, should be reported. For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be reported. In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts, payments or other inducements from them, including any request made by a Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.

 

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Firm Personnel may also report suspected violations of this Policy as specified in the Firm’s Whistleblower Policy.

Books and Records

The Firm is required to maintain books and records that accurately reflect the Firm’s transactions, use of Firm assets, and other similar information. The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firm’s actions. The Firm should not create any undisclosed or unrecorded accounts for any purpose. False or artificial entries are not to be made in the books and records of the Firm for any reason.

Outside Business Activities

General

The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:

 

   

interferes, competes, or conflicts with the interests of the Firm or gives an appearance of a conflict of interest.

 

   

Employment in the securities brokerage industry is prohibited.

 

   

Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.

 

   

encroaches on normal working time or otherwise impairs performance,

 

   

implies Firm sponsorship or support of an outside organization, or

 

   

adversely reflects directly or indirectly on the Firm.

A conflict of interest may arise if an employee is engaged in an outside business activity (“OBA”) or receives any compensation for outside services that may be inconsistent with the Firm’s business interests. Examples of OBAs may include, but are not limited to, the following:

 

   

Outside employment

 

   

Serving in any capacity of any non-affiliated company or institution

 

   

Accepting appointment as a fiduciary, including executor, trustee, guardian, conservator or general partner, except for the employee or immediate family for estate planning and other non-commercial and personal purposes

 

   

Honorariums, public speaking appearances or instruction courses at educational institutions

 

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Providing investment advice, or any other financial services to, any person, organization or association, including any that are exclusively charitable, fraternal, religious, civic and are recognized as tax exempt

Obtaining Approval/Reporting

All employees are required to obtain pre-approval before engaging in any OBA by submitting an Outside Business Activity request through StarCompliance. The Administrator of the Code of Ethics will then coordinate the approval and reporting process.

In addition, all employees are required to submit an initial Outside Business Activity request upon their hire through StarCompliance if they have any OBA. Each employee that has disclosed an OBA must submit an updated request upon material changes to the activity or role involved. All employees will also complete the Report on Outside Business Activity annually.

 

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Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm. Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual’s right to participate in the political process. If you have any questions about political contributions or activities, contact the Administrator of the Code of Ethics.

General Rules

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual’s right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.

Fundraising and Soliciting Political Contributions

Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm, unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead, email signature blocks, logos or other identifiers of TCW is prohibited.

Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:

 

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originate from the individual’s home address,

 

   

make clear that the solicitation is not sponsored by the Firm, and

 

   

make clear that the contribution is voluntary on the part of the person being solicited.

Rules Governing Firm Contributions and Activities

Federal Elections

The Firm is prohibited from:

 

   

making or facilitating contributions to federal candidates from corporate treasury funds,

 

   

making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

 

   

using, or allowing the use of, corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

 

   

making partisan communications to its “rank and file” employees or to the public at large.

Contributions to State and Local Candidates and Committees

The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:

 

   

using the Firm’s funds for any political contributions to state or local candidates, or

 

   

making any political contribution in the Firm’s name.

Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

 

   

Using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm-provided refreshments at a political event, and

 

   

directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

 

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Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:

 

   

the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval.

 

   

the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

 

   

the activities do not prevent the individual from completing normal work or interfere with the Firm’s normal activity,

 

   

the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and

 

   

the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.

TCW follows the above policy for activities related to state and local elections.

Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

Pre-Approval of all Political Contributions and Volunteer Activity

Each TCW employee, and their spouse, domestic partner and relative or significant other sharing the same house, must submit a Political Contribution Request Form to the Administrator of the Code of Ethics and obtain pre-approval before:

 

   

making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office, or a campaign committee, political party committee, proposition, referendum, initiative, other political committee or organization (example: Republican, Democratic Governors Association or Super PAC) or inaugural committee. A Contribution includes anything of value given or paid to:

 

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influence any election for federal, state or local office;

 

   

pay any debt incurred in connection with such election; or

 

   

pay any transition or inaugural expenses incurred by the successful candidate for state or local office.

 

   

volunteering their services to a political campaign, political party committee, proposition, referendum, initiative, political action committee (“PAC”) or political organization.

Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.

New Hires

TCW considers all employees to be Covered Associates. New hires may not be made without the prior review of their political contributions and activities by Compliance. Human Resources will gather information on any new hire and provide this to Compliance for review. This information shall include information about the political contributions or activities of the new hire or his/her spouses, domestic partners and relatives or significant others sharing the same house. Legal and Compliance can exempt individuals or categories of employees from this review.

Participation in Public Affairs

The Firm encourages its employees to be involved in public affairs and political processes. Normally, participation in public affairs takes place outside of regular business hours. If participation in public affairs requires corporate time, or you wish to accept an appointive office, or you want to run for elective office, contact the Administrator of the Code of Ethics in order to request approval.

You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm.

Employees participating in political activities do so as individuals and not as representatives of the Firm. You may not:

 

   

use either the Firm’s name or its address in material you mail or fundraising, and

 

   

identify the Firm in any advertisements or literature, except as necessary biographical information.

 

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Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm. Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

 

   

selling information to which an employee has access because of his/her position,

 

   

acquiring any property interest or right when the Firm is known to be interested in the property in question,

 

   

receiving a commission or fee on a transaction that would otherwise accrue to the Firm, and

 

   

diverting business or personnel from the Firm.

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.

You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

 

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Corporate Property or Services

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firm’s expense.

Use of TCW Stationery

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice.

 

   

Avoid statements that might be interpreted as legal advice; and

 

   

Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.

 

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Confidentiality

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer.

 

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Sanctions

The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code, including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.

 

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Reporting Illegal or Suspicious Activity - “Whistleblower Policy”

Policy

The Firm is committed to compliance with the law and its policies in all of its operations. The Firm’s employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The Firm requires that all employees report activity that is illegal or does not comply with the Firm’s policies and procedures (“Compliance Issues”), including this Code. Reports about Compliance Issues will be held confidentially by the Firm except in limited circumstances. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.

Procedure

In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues.

An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. “Good faith” means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.

The report should be made to the General Counsel and may be made in person, in writing (including email) or via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the General Counsel. Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a report, employees should state in as much detail as possible the facts that raised a concern.

The General Counsel will consult with others, who may include the Chief Compliance Officer and outside counsel, about the investigation as appropriate. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer, the General Counsel or an external party.

 

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The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm’s response to their reports.

The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

Each quarter (or more frequently as necessary), the General Counsel will provide TCW’s Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney General’s whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation

Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

 

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Glossary

A

Access Person(s) - Includes all of the Firm’s directors, officers, and employees, except those who (i) do not devote substantially all working time to the activities of the Firm, and (ii) do not have access to information about the day-to-day investment activities of the Firm. A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.

Account - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT, and CBO/CDO/CLO).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

Approving Officers - One of the Chief Operating Officer or the Head of Investment Technology in addition to one of the General Counsel or the Chief Compliance Officer.

B

Beneficial Interest – an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

C

CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

Chief Compliance Officer - The Chief Compliance Officer of TCW. For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO - Collateralized loan obligation.

 

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Code of Ethics or Code - This Code of Ethics.

Compliance Issue - activity that is illegal or does not comply with the Firm’s formal written policies and procedures

Contribution – includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.

Covered Account – Any account of an Access Person or Covered Person is a “Covered Account.” Covered Accounts include any personal trading account in which you have a beneficial interest. A non-exhaustive or a representative list of such accounts include:

 

   

Brokerage accounts (i.e. individual, joint, trust, custodial); Individual Retirement Accounts (all types); DRIPs, profit sharing, and any other account/vehicle that have the ability to trade any non-exempt investment product.

 

   

401(k) and 529 Plans accounts that provide the ability to trade any non-exempt investment product.

 

   

Please note: If the accounts hold MetWest or TCW funds, these accounts require reporting as well.

 

   

Accounts held directly at mutual funds are exempt unless the account holds MetWest or TCW funds.

 

   

A relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

 

   

Direct investments in private funds.

Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person, or any other person, when the Access Person has a “beneficial interest” in the person’s accounts or securities.

Covered Transaction – A transaction in a Covered Account.

D    

Direct Purchase Plan - An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

 

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E    

Entertainment - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.

ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

ETN – Exchange Traded Note – An unsecured debt security that tracks an underlying index of securities and trade on a major exchange like a stock.

Ethical Walls or Informational Barriers - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Exchange Act - Securities Exchange Act of 1934, as amended.

Exempt Securities - Those Securities described in the subsection Exempt Securities in the Personal Investment Transactions Policy.

F    

Firm or TCW - The TCW Group of companies.

Firm Personnel - All directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located.

Foreign Official - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.

G    

General Counsel - The General Counsel of TCW. For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment, it does not fall within the category of Gifts.

 

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I    

IPO - Initial public offering. An offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Inside information - Material, non-public information.

Investment Compliance - The support group for certain trading areas that, among others, checks proposed trades and open trades against investment restrictions.

Investment Personnel - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Compliance Department.

L    

Limited Offering - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.

LM-10 Information Report - Report required for reporting gifts or entertainment to labor unions or union officials.

M    

Material Information - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

MetWest - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

 

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MetWest Mutual Funds - Metropolitan West Funds, each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by MetWest.

N    

Non-Discretionary Accounts - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

O    

Outside Fiduciary Accounts - Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics.

P    

Private Placements - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

R    

REIT - Real estate investment trust.

Registered Person(s) - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD.

Restricted Securities List - A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

Rule 10b5-1 Plan - A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

 

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S    

SEC - Securities and Exchange Commission.

Securities - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs, ETNs, shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds. Does not include cryptocurrencies or digital currencies.

Securities Act - Securities Act of 1933, as amended.

T    

TAMCO - TCW Asset Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm - The TCW Group of companies.

TCW Advisor - Includes TAMCO, TIMCO, MetWest and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TCW Funds - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO

TCW Mutual Funds – Collectively, the TCW Funds, MetWest Mutual Funds, and TSI and any other registered investment company advised by TIMCO, MetWest or any other affiliate, unless otherwise indicated.

TFD or TCW Funds Distributors LLC – A limited-purpose broker-dealer (formerly, TCW Brokerage Services).

TIMCO - TCW Investment Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI - TCW Strategic Income Fund, Inc., a registered, closed-end investment company advised by TIMCO.

 

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I.

PREAMBLE

This Code of Ethics (“COE”) is adopted in compliance with requirements adopted by the United States Securities and Exchange Commission (the “SEC”) under Rule 17j-1 of the Investment Company Act of 1940, as amended (the “Company Act”), and Section 204A and Rules 204-2 and 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to effectuate the purposes and objectives of the provisions contained therein. Rule 17j-1 of the Company Act requires that investment advisers to mutual funds adopt written codes of ethics; Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material nonpublic information by investment advisers; Rule 204-2 of the Advisers Act imposes recordkeeping requirements with respect to Personal Securities Transactions of Advisory Representatives (Capitalized terms are generally defined in Section IX); and Rule 204A-1 requires SEC registered investment advisers to adopt codes of ethics prescribing ethical standards under which they operate and also imposes recording and recordkeeping requirements with respect to Personal Securities Transactions of Access Persons. This COE of Thompson, Siegel & Walmsley LLC (the “Firm” or “TSW”) is designed to:

 

  1.

Protect the Firm’s clients by deterring misconduct;

 

  2.

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

 

  3.

Remind Supervised Persons that they are in a position of trust and must always act with complete propriety;

 

  4.

Protect the reputation of the Firm;

 

  5.

Guard against violation of the Federal Securities laws; and

 

  6.

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

 

II.

STANDARDS OF BUSINESS CONDUCT

The Board of Managers of the Firm adopted the COE which sets forth standards of business conduct and fiduciary obligations that the Firm requires of its Supervised Persons. Supervised Persons must maintain the highest ethical standards in carrying out the Firm’s business activities. The Firm’s reputation is one of its most important assets and maintaining the trust and confidence of clients is a vital responsibility. This section sets forth the Firm’s business conduct standards.

EFFECTIVE DATE: September 28, 2020

Compliance Review: August 10, 2019

Last Update: September 23, 2020

 

 

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General Principles

Our principles and philosophy regarding ethics stress the Firm’s fiduciary duty to its clients and the obligation of Firm personnel to uphold that fundamental duty. In recognition of the trust and confidence placed in the Firm by its clients and to give effect to the belief that the Firm’s operations should be directed to benefit its clients, the Firm has adopted the following general principles to guide the actions of its Supervised Persons:

 

1.

The interests of clients are paramount. All Supervised Persons must conduct themselves and their operations to give maximum effect to this belief by at all times placing the interests of clients before their own.

 

2.

All personal transactions in Securities by Supervised Persons must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such Supervised Persons with the interests of any client.

 

3.

All Supervised Persons must avoid actions or activities that allow (or appear to allow) a Person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the Supervised Person’s independence or judgment.

 

4.

All information concerning the specific Security holdings and financial circumstances of any client is strictly confidential. Supervised Persons are expected to maintain such confidentiality, secure such information and disclose it only to other Supervised Persons with a need to know that information.

 

5.

All Supervised Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect the Firm’s reputation.

Supervised Persons must comply with applicable Federal Securities laws and are prohibited from engaging in any of the following actions:

 

1.

To employ a device, scheme or artifice to defraud a client or prospective client;

 

2.

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

 

3.

To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a client or prospective client;

 

4.

To act as principal for his/her own account, knowingly to sell any Security to or purchase any Security from a client, or acting as a broker for a Person other than such client, knowingly to effect any sale or purchase of any

 

 

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Security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he/she is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph shall not apply to any transaction with a customer of a bank, broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction;

 

5.

To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative, including with respect to Securities (i.e., price manipulation); or

 

6.

To originate or circulate, except as permitted below, in any manner a false or misleading rumor about a security or its issuer for the purpose of influencing the market price of the security. Where a legitimate business reason exists for discussing a rumor, for example, where a client is seeking an explanation for an irregular share price movement which could be explained by the rumor, care should be taken to ensure that the rumor is communicated in a manner that:

Sources the origin of the information (where possible);

Gives it no additional credibility or embellishment;

Makes clear that the information is a rumor; and

Makes clear that the information has not been verified.

This formulation has the benefit of allowing discussions of a rumor for legitimate purposes while including some safeguards against building to the rumor’s credibility and effect on the market. These guidelines would permit, for example, a money manager to call an analyst or trader at another firm to report a rumor that the manager thinks are untrue and to ask if the analyst or trader has heard the rumor and has any relevant information. These conversations must be conducted with care, in a professional manner and without exaggeration.

This COE contains provisions reasonably necessary to prevent Supervised Persons of the Firm from engaging in acts in violation of the above standards and procedures reasonably necessary to prevent violations of the COE.

Federal law requires that this COE not only be adopted but that it must also be enforced with reasonable diligence. Failure to comply with the COE may result in disciplinary action, including termination of employment. Noncompliance with the COE has severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits and sanctions on your ability to be employed in an investment advisory business or in a related capacity. This COE is based upon the principle that the Supervised Persons of the Firm, and certain Affiliated Persons of the Firm, owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their Personal Securities Transactions, in such a manner as to avoid: (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Firm; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Review Officers of the Firm to report material violations of this COE to the Firm’s Board of Managers and to the Board of Directors of any U.S. registered investment company client advised or sub-advised by the Firm and of the actions taken as a result of such violations.

 

 

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III.

POLICY STATEMENT ON INSIDER TRADING

The Firm forbids any Supervised Person from trading, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” The Firm’s policy applies to every Supervised Person and extends to activities within and outside their duties at the Firm. Any questions regarding the Firm’s policy and procedures should be referred to the Review Officer. Trading Securities while in possession of material nonpublic information or improperly communicating that information to others may expose you to severe penalties. Any person who engages in insider trading or tipping can face a substantial jail term (up to 20 years), civil penalties of up to three times the profit gained (or loss avoided) by that person and/or his or her “tippee”, and criminal fines of up to $5,000,000. In addition, if it is found that TSW failed to take appropriate steps to prevent insider trading, TSW or BSIG may be subject to significant criminal fines and civil penalties not to exceed the greater of $1,000,000 or three times the profit gained (or loss avoided) as a result of the insider trading. Regardless of whether a government inquiry occurs, the Firm views seriously any violation of its insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

The term “material nonpublic information” relates not only to issuers but also to the Firm’s Securities recommendations and client Securities holdings and transactions. The term “insider trading” is not defined in the Federal Securities laws, but generally is used to refer to the use of material nonpublic information to trade in Securities (whether or not one is an “insider”) or to communications of material nonpublic information to others. Information about a significant order to purchase or sell Securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

1.

Trading by an insider while in possession of material nonpublic information;

 

2.

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

 

3.

Communicating material nonpublic information to others.

 

 

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The concept of “insider” is broad. It includes officers, directors and associated persons of a company. In addition, a Person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers and the associated persons of such entities. The Firm’s Review Officer will make the determination if a Person is to be deemed a “temporary insider.” In addition, the Firm may become a temporary insider of a company it advises or for which it performs other services. For that to occur the company must expect the Firm to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the Firm will be considered an insider.

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s Securities. Information that officers, directors and associated persons should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Information is nonpublic until it has been effectively communicated to the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. One must be able to point to some publicly available fact to show that the information is generally public. For example, information found in a report filed with the SEC or some other governmental agency, appearing in Dow Jones publications, Reuters, The Wall Street Journal, and other publications of general circulation, media broadcasts, over public internet websites and after sufficient time has passed so that the information has been disseminated widely would be considered public.

Before trading for yourself or others in the Securities of a company about which you may have potential inside information, ask yourself the following questions:

 

1.

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

 

2.

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

 

1.

Report the matter immediately to a member of the Compliance Department.

 

 

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2.

Do not purchase or sell the Securities on behalf of yourself or others, including clients.

 

3.

Do not communicate the information inside or outside the Firm, other than to the Firm’s Review Officer.

 

4.

After the Firm’s Review Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including Supervised Persons within the Firm, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed, access to computer files containing material nonpublic information should be restricted and conversations containing or related to such information, if appropriate at all, should be conducted in private to avoid potential interception.

The role of the Firm’s Review Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. The Firm enforces prevention of insider trading and detection of insider trading.

To prevent insider trading, the Firm will:

 

1.

Provide, an educational program to familiarize Supervised Persons with the Firm’s policy and procedures, and

 

2.

When it has been determined that a Supervised Person of the Firm has material nonpublic information, the Firm will:

 

  a)

implement measures to prevent dissemination of such information, and

 

  b)

if necessary, restrict Supervised Persons from trading the Securities.

To detect insider trading, the Compliance Department will:

 

1.

Review the trading activity reports filed by each Supervised Persons; and

 

2.

Review the trading activity of accounts managed by the Firm.

 

IV.

POLICY STATEMENT ON THE PAY-TO-PLAY RULE

TSW requires pre-approval by Compliance of all Political Contributions, political fundraising activities, and political volunteer activities by all Firm employees. However, many such activities may be approved if they are allowable or represent exemptions under the Pay-to-Play Rule as described below, and in the related policy in the Firm’s Policy & Procedures Manual or “PPM” under the policies for Solicitor Arrangements and Pay-to-Play Rule. This policy is necessary to prevent the result of the Firm not being compensated for certain investment advisory services for two years if such rules are violated. See Appendix for definitions and further clarifications under the Pay-to-Play Rule.

 

 

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Notwithstanding this policy, it is never permitted for TSW and its employees to make, or direct or solicit any other person to make, any Political Contribution or provide anything else of value for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business.

TSW has adopted various procedures and internal controls to review, monitor and ensure the Firm’s Solicitor Arrangements and Pay-to-Play policies are observed, implemented properly and amended or updated, as appropriate, which include the following:

 

1.

Political Contributions: All employees are required to obtain approval from Compliance prior to making any Political Contribution of any value. Employees may obtain such pre-approval from Compliance by completing and submitting a “Political Contribution Request Form” via Schwab Compliance Technologies (“SCT”), the Firm’s automated personal trading and compliance system. Compliance will review and evaluate each completed and submitted form to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and Firm policy. Employees and their immediate supervisor(s) will be notified in writing and/or via the SCT system of Compliance’s final determination.

 

2.

Coordinating or Soliciting Political Contributions, and Political Fundraising: In addition, all employees must obtain approval from Compliance prior to engaging in Coordinating or Soliciting Political Contributions or engaging in any other political fundraising efforts. Employees must use the “Political Volunteering/Solicitation/Fundraising Form” via SCT to request pre-approval for such activities. Coordinating or Soliciting Political Contributions, or political fundraising, may even include, for example, merely having one’s name appear in the letterhead or any other portion of a political fundraising letter.

 

3.

Indirect Political Contributions: Employees are forbidden from performing any act which would result in a violation of Rule 206(4)-5 and/or the provisions of the Code, whether directly or indirectly, or through or by any other person or means. Employees may not use other persons or entities, including family members or friends or any other conduits to circumvent Rule 206(4)-5 and/or the Code. Activities conducted at the direction or suggestion of a Firm employee are considered to be made by the employee in the context of political contributions.

 

4.

Annual Political Contributions Certification Form: At the end of each year, Compliance will distribute to all Firm employees an Annual Political Contributions Certification Form also via SCT. This Form is intended to capture information regarding any Political Contribution made by each such employee, both directly and indirectly, during that calendar year.

 

 

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Employees must return the forms either (1) acknowledging that no Political Contributions were made, or (2) disclosing all Political Contributions made, including Contributions for which the employee received pre-clearance. In order to protect the privacy of employees, the records shall be treated as confidential and may only be accessed and/or reviewed by person(s) with a “need to know” or for purposes of making necessary disclosures to the SEC, if required.

In addition, a question is included on the quarterly reporting forms via SCT as well to be certain all such contributions and fundraising efforts are properly pre-cleared and reported.

Please consult TSW’s PPM for definitions or more details on this issue.

 

V.

PROHIBITED TRANSACTIONS AND ACTIVITIES

The following prohibitions apply to all Access Persons, unless indicated otherwise and unless exempted under Section VI. In addition to these prohibitions, the Review Officer may prohibit transactions other than those specifically indicated below if they determine that a proposed transaction presents a potential conflict of interest.

 

1.

Access Persons are prohibited from directly or indirectly using any act, device, scheme, artifice, practice or course of conduct to defraud, mislead or manipulate a client in connection with the Purchase or Sale of a Security held or to be acquired by the client. Access Persons are also prohibited from making any untrue statement of material fact to a client and from omitting to state a material fact necessary in order to make the statement made to the client, under the circumstances, not misleading.

 

2.

Access Persons are generally prohibited from purchasing or selling, directly or indirectly, any Security (excluding ETFs and other Securities excluded from pre-clearance under the Firm’s COE) in which he/she has, or by reason of time of such purchase or sale:

 

  a)

is on the Restricted List;

 

  b)

is being purchased or sold by any Portfolio (Firm managed accounts, including WPS strategies, but excluding any WPS limit orders);

 

  c)

was purchased or sold by any Portfolio during the previous trading day or the day following (thus violating the 3-day black-out period); or

 

  d)

is less than $3.0 billion in market capitalization and held in a TSW Primary Product (or Primary Strategy which includes any long-only equity strategy and fixed income strategies (and thus excludes long/short strategies) offered to outside clients and described in TSW’s Form ADV).

 

 

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Exemptions from the black-out period may be permitted in certain circumstances where the Chief Compliance Officer or their designee has determined there is no conflict of interest or appearance of impropriety. In such cases, this will not be considered a violation of the Firm’s COE.

 

3.

Unless exempted under Section VI or otherwise above, Access Persons are prohibited from purchasing or selling a Reportable Security without prior approval through the SCT automated system. However, even if exempted for prior approval/pre-clearance, all Securities still must be reported on transactions statements or otherwise as dictated under Section VIII Reporting Requirements.

 

4.

Access Persons are prohibited from acquiring a beneficial interest in any Securities in a Limited Offering commonly referred to as a private placement, without prior approval of the CCO. The CCO (or designee) will maintain a record of any decision, and the reasons supporting the decision to approve the Access Person’s acquisition of a private placement.

Before granting such approval, the CCO should carefully evaluate such investment to determine that the investment could create no material conflict between the Access Person and any Portfolio. The Review Officer may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, the CCO may consider approving the transaction if he or she can determine that: (i) the investment did not result from directing Portfolio or Firm business to the underwriter or issuer of the Security; (ii) the Access Person is not misappropriating an opportunity that should have been offered to any Portfolio; and (iii) the Access Person’s investment decisions for a Portfolio would not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of that Portfolio.

 

5.

Access Persons are prohibited from acquiring Beneficial Ownership of a Security, excluding new issues of tax-exempt Securities or corporate bonds, as part of an Initial Public Offering. However, such new issues of tax-exempt Securities or corporate bonds, if purchased, must still be pre-cleared and reported.

 

6.

Access Persons and their family members are discouraged from accepting or giving any gift, favor, service, special accommodation or other thing of more than de minimis material value from or to any Person or entity that does business with or seeks to do business with or on behalf of the Firm. Such gifts may be prohibited where they could be viewed as overly generous or reasonably could be expected to compromise an Access Person’s or another’s independence and objectivity. For Gifts and Entertainment purposes under this COE, “de minimis” shall be considered to be the annual receipt/provision

 

 

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  of gifts from or to the same source valued at $100 or less per individual recipient/source, when the gifts are in relation to the Firm’s business. Gifts do not include business entertainment; however, entertainment, and the pre-clearance process for gifts and business entertainment, is addressed in more detail below in the next section. Any exceptions to this policy must be approved by the Firm’s Review Officer or a Board Member. Access Persons will acknowledge, quarterly, the receipt or gift of any business-related gifts, services or other things of material value via the SCT system. In addition, a gift log for all gifts, even those of de minimis value, will be maintained by the Review Officer or their designee via SCT. Finally, Political Contributions, discussed separately, are not considered gifts.

Exception: Promotional gifts of little intrinsic value such as coffee mugs, calendars, plaques, trophies or similar items solely for the purpose of presentation and display of a company’s logo, where the estimated value of the item is under $10, are not required to be logged or reported quarterly, as such items are not included in the calculation of the aggregate value of gifts required to be reported by the DOL. That said, this exception does not cover a gift that clearly has a value in excess of $10—for example, a $400 golf club embossed with a company logo would likely be prohibited, but should be pre-cleared and reported; a pen valued at $75 and embossed with a company logo would likely not be prohibited, but should be reported.

For accounts related to ERISA plans (involving increased fiduciary responsibility) or Taft-Hartley plans (involving union officials or labor unions) or for gifts to elected officials, any gifts considered at all value levels must be pre- approved, logged and reported. Access persons should bear in mind that for Taft-Hartley plans, the DOL has established a $250 per person annual aggregate limit which should not be exceeded. This limit will be applied to ERISA plans as well due to the increased fiduciary responsibility.

 

7.

Access Persons may host or attend a business entertainment event of reasonable value, such as a dinner or sporting event that serves a legitimate and appropriate business purpose. Such business entertainment may be prohibited where it could be viewed as overly generous or reasonably could be expected to compromise an Access Person’s or another’s independence and objectivity. Access Persons should seek prior approval or pre-clearance from the Firm’s Review Officer or a Board Member in cases where they are unsure of whether the entertainment (or a gift as described above) may be viewed as overly generous, or in any case where a proposed gift is over $100 or business entertainment is over $250 in estimated value. What may constitute “overly generous” gifts or entertainment may be determined on a case-by-case basis by the Review Officer or a Board Member. In cases where pre-approval is necessary, it will occur automatically via the SCT system.

 

 

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It is acknowledged that such pre-clearances (as described above) will only be submitted and reviewed in cases where the entertainment event or gift is prospective in nature, quantifiable, and can be properly analyzed. In other cases, an approval may be obtained and reported after the gift is received or the event has taken place. Exceptions: Where an entertainment event or gift is included as part of an educational conference, seminar, research conference or similar event which may entail multiple meals and entertainment events. In such cases, the employee will log the event and it must always be approved, but on the log and approval form, it is not necessary to include the value or estimated cost—just a description of the event and other details.

Business entertainment of little intrinsic value, such as group lunches where the estimated value of the expense is under $10 per person, is not required to be logged or reported quarterly. However, this exception does not apply in cases involving ERISA plans or Taft-Hartley plans where any gifts or entertainment provided at all value levels must be pre-approved, logged and reported.

Except for the exemptions described above, all business entertainment events (either hosted or attended by Access Persons) will be acknowledged and reported quarterly via the SCT system. Finally, an entertainment log for all business entertainment events (either hosted or attended) will also be maintained by the Review Officer or their designee via SCT.

For accounts related to ERISA plans (involving increased fiduciary responsibility) or Taft-Hartley plans (involving union officials or labor unions) or for business entertainment provided to elected officials, any entertainment considered at all value levels must be pre-approved, logged and reported. Access persons should bear in mind that for Taft-Hartley plans, the DOL has established a $250 per person annual aggregate limit which should not be exceeded. This limit will be applied to ERISA plans as well due to the increased fiduciary responsibility.

 

8.

Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or equivalent) Reportable Securities, including Firm Managed Funds, within 30 calendar days. Trades made in violation of this prohibition should be unwound, if possible.

Exception: The Review Officer may allow exceptions to this policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption. An example is the involuntary sale of Securities due to unforeseen corporate activity such as a merger. The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and front running transactions, which typically involve a quick trading pattern to capitalize on a short-lived market impact of a trade by one of the Portfolios. The Review Officer shall consider the policy reasons for the ban on short-term trades, as stated herein, in determining when an exception to the prohibition is permissible. The Review Officer may consider granting an exception to this prohibition if the Securities involved in the transaction are not being considered for purchase or sale by a Portfolio. The Review Officer shall retain a record in SCT of any exceptions granted and the reasons supporting the decision.

 

 

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  9.

Access Persons are prohibited from serving on the Board of Directors of any publicly traded company without prior authorization of the Review Officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm and any Portfolios. Authorization of board service shall be subject to the implementation by the Firm of “Chinese Wall” or other procedures to isolate such Access Persons from making decisions about trading in that company’s Securities.

 

VI.

EXEMPTED TRANSACTIONS

Prohibited transactions described in Section V above, which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to a Portfolio may be permitted within the discretion of the Review Officer on a case-by-case basis. Such exempted transactions may include the following, and even if not required to be pre-cleared, should be reported as dictated under Section VIII Reporting Requirements:

 

  1.

Purchases or sales of securities which are not held by a Portfolio and which are not related economically to Reportable Securities held by a Portfolio.

 

  2.

Other exemptions:

 

  a)

purchase or sale that is non-volitional on the part of the Access Person, including (i) a purchase or sale upon the exercise of puts or calls written by the Access Person, (ii) sales from a margin account, pursuant to a bona fide margin call and (iii) a purchase or sale performed by an independent financial professional acting with sole discretion and performed pursuant to an arrangement previously approved by the Review Officer;

 

  b)

purchase that is part of an automatic dividend reinvestment plan or other similar program, including any sale through a systematic withdrawal plan;

 

  c)

purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of the Security, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

 

  d)

an acquisition of a Security through a gift or bequest;

 

  e)

a disposition of Security through gift.

 

 

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The CCO may, on a case-by-case basis, exempt Reportable Accounts which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to a Portfolio from pre-clearance requirements.

 

VII.

COMPLIANCE PROCEDURES

 

  A.

Pre-Clearance Procedures for Personal Trading

Unless exempted under Section VI above or otherwise, all Access Persons must receive prior approval from the Firm’s Review Officer via SCT before purchasing or selling Reportable Securities in an account for which such Access Person has Beneficial Ownership. The Access Person should request pre-clearance by completing and submitting a personal trading Pre-Clearance Form via the SCT system to the Review Officer.

Pre-clearance approval will expire at the close of business on the trading date on which authorization is received. If the trade is not completed before such pre-clearance expires, the Access Person is required to again obtain pre- clearance for the trade. No Review Officer may pre-clear their own trades. In addition, if an Access Person becomes aware of any additional information with respect to a transaction that was pre-cleared, such Person is obligated to disclose such information to the Review Officer prior to executing the pre-cleared transaction.

Access Persons are excluded from pre-clearing Reportable Securities purchased, sold, acquired or disposed in the following transactions:

 

  1.

purchase or sale that is non-volitional on the part of the Access Person, including (i) a purchase or sale upon the exercise of puts or calls written by the Access Person, (ii) sales from a margin account, pursuant to a bona fide margin call and (iii) a purchase or sale performed by an independent financial professional acting with sole discretion and performed pursuant to an arrangement previously approved by the Review Officer;

 

  2.

purchase that is part of an automatic dividend reinvestment plan or other similar program, including any sale through a systematic withdrawal plan;

 

  3.

purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of the Reportable Security, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

 

  4.

an acquisition of a Reportable Security through a gift or bequest;

 

  5.

a disposition of Reportable Security through a gift;

 

 

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  6.

purchase or sale of Exchange Traded Funds (“ETFs”), options on ETFs, indexes, commodities and currencies;

 

  7.

entry into futures contracts on ETFs, indexes, commodities and currencies;

 

  8.

purchase or sale of tax-exempt and corporate bonds (unless they are new issues);

 

  9.

purchase or sale of shares of foreign unit trusts and foreign mutual funds; and

 

  10.

purchase or sale of shares of open- and/or closed-end funds except Firm Managed Funds.

 

  B.

Pre-Clearance Procedures for Political Contributions, Fundraising Efforts, and Other Similar Actions

Political Contributions or Fundraising Efforts: All employees are required to obtain approval from Compliance prior to making any Political Contribution of any value or prior to participating in any fundraising efforts or similar actions.

Employees may obtain such pre-approval from Compliance by completing and submitting a “Political Contribution Request Form” or “Political Volunteering/Solicitation/Fundraising Form” via the SCT system. Compliance will review and evaluate each completed and submitted form to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and Firm policy. Employees and their immediate supervisor(s) will be notified in writing and/or via the SCT system of Compliance’s final determination.

 

  C.

Logging and Pre-Clearance Procedures for Gifts and Entertainment

All employees are required to obtain approval from the Firm’s Review Officer or a Board Member prior to giving or receiving a gift valued at more than $100 or business entertainment valued at more than $250 per person (unless it is exempted from approval or reporting as described above). Employees may obtain such pre-approval by completing and submitting a “Gift Request” or “Entertainment Request” via SCT. Employees will be notified in writing of the Review Officer or Board Member’s final determination. Please note that for virtual events, consumable items provided or received in advance for use/consumption during the virtual event may, if used/consumed during the virtual event, be considered as part of a ‘virtual’ entertainment event. Non-consumable items provided or received in connection with a virtual event are deemed gifts. TSW Associates are encouraged to reach out to members of the Compliance Department with questions concerning virtual events.

 

 

 

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All employees are required to log all gifts (except those described as promotional gifts under $10 as described above) and all business entertainment (except that which is exempted as described above), either given or received.

 

  D.

Excessive Trading/Market Timing

The Firm understands that it is appropriate for Access Persons to participate in the public Securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that minimizes potential conflicts with the interests of any Portfolio. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades or other measures, as deemed appropriate by the Review Officer or senior management at the Firm, may compromise the best interests of any Portfolios if such excessive trading is conducted during work-time or using Firm resources. Accordingly, if personal trading rises to such a level as to create an environment that is not consistent with the COE, such personal transactions may not be approved or may be limited by the Review Officer of the Firm.

Each Firm Managed Fund is intended for long-term investment purposes only and does not permit “market timing” or other types of excessive short-term trading by Access Persons and other shareholders. Excessive short-term trading into and out of the Firm Managed Funds can disrupt Portfolio investment strategies and may increase fund expenses for all shareholders, including long-term shareholders who do not generate these costs. Each Firm Managed Fund reserves the right to reject any purchase request (including purchases by exchange) by any investor or group of investors for any reason without prior notice, including, in particular, if the fund reasonably believes that the trading activity would be disruptive to the fund. Access Persons shall not be permitted to make a “round trip” trade in any Firm Managed Fund within 30 calendar days without the direct approval of the Review Officer of the Firm.

 

  E.

Conflicts of Interest

Every Supervised Person shall notify the Review Officer of the Firm of any personal conflict of interest relationship which may involve a Portfolio, such as the existence of any economic relationship between their transactions and Securities held or to be acquired by any Portfolio. Such notification shall occur in the pre-clearance process.

 

VIII.

REPORTING REQUIREMENTS

 

  A.

Disclosure of Personal Holdings upon Employment

All Access Persons shall submit to the Review Officer:

 

 

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A holdings report that includes: (1) information regarding all holdings in Securities in which Access Persons have Beneficial Ownership; and (2) the name of any broker, dealer, bank or other entity for any Reportable Account. All Securities accounts which hold or could hold Securities should be reported—those are all considered Reportable Accounts. New employees should submit these reports within 10 days of employment with the Firm. Information contained in the initial reports should be current as of a date not more than 45 days before the employee became an Access Person or prior to the date the report is submitted for annual reports.

In addition to reporting Securities holdings, every Access Person shall certify in their initial report that:

 

  1.

They have received, read, and understand the COE and recognize that they are subject thereto;

 

  2.

They have no knowledge of the existence of any personal conflict of interest relationship which may involve a Portfolio, such as any economic relationship between their transactions and Securities held or to be acquired by a Portfolio; and

 

  3.

They do not serve on the Board of Directors of any publicly traded company.

The initial report shall be made through affirmations via the SCT system and shall be delivered to the Review Officer/Compliance via SCT.

 

  B.

Quarterly Reporting Requirements

All Access Person shall disclose to the Review Officer/Compliance all transactions in Reportable Securities conducted during the period as of the calendar quarter ended within 30 calendar days after quarter-end. Access Persons do not need to pre-clear Personal Securities Transactions effected in any account over which the Access Person has no direct or indirect influence or Control; however, custodian statements in any such accounts must be sent to the Review Officer via SCT not less than quarterly.

In addition, on a quarterly basis via SCT, with respect to all Reportable Accounts, the Access Person must provide:

 

  1.

not less than quarterly, a custodian statement disclosing the transactions for any Reportable Securities;

 

  2.

the name of the broker, dealer, bank or other entity that acts as custodian;

 

  3.

if a new Reportable Account, the date the account was established; and

 

  4.

the date the report is submitted by the Access Person.

 

 

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This quarterly report shall be made through affirmations via the SCT system and shall be delivered to the Review Officer/Compliance via SCT. This quarterly affirmation also includes a section for Pay-to-Play Rule reporting and Gifts and Entertainment.

 

  C.

Annual Report Certification of Compliance with Code of Ethics

All Access Persons shall disclose to the Review Officer via the SCT system all holdings in Reportable Securities as of the calendar year ended within 30 calendar days after year end. In addition to reporting Reportable Securities holdings, every Access Person shall certify annually via SCT that:

 

  1.

they have read and understand the COE and recognize that they are subject thereto;

 

  2.

they have complied with the requirements of the COE and that they have reported all Personal Securities Transactions required to be reported pursuant to the requirements of the COE;

 

  3.

they do not serve on the Board of Directors of any publicly traded company;

 

  4.

they have not disclosed pending “buy” or “sell” orders for a Portfolio to any associate of any other Management Company, except where the disclosure occurred subsequent to the execution or withdrawal of an order;

 

  5.

they have disclosed all Reportable Accounts-all Securities accounts which hold or could hold Securities should be reported—those are all considered Reportable Accounts;

 

  6.

they have no knowledge of the existence of any personal conflict of interest relationship which may involve any Portfolio, such as any economic relationship between their transactions and Securities held or to be acquired by a Portfolio;

 

  7.

they have not received any gift or other thing valued at more than $100 or $250 for business entertainment (de minimis amount) in relation to the Firm’s business and have disclosed all gifts and entertainment both given and received via the Firm’s Gift and Entertainment Log; and

 

  8.

they have or have not made or previously pre-cleared any political contributions or fundraising activities.

These annual reports shall be made via affirmations on the SCT system and shall be delivered to the Review Officer/Compliance via SCT.

 

 

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  D.

Confidentiality of Reports

Reports submitted pursuant to this COE shall be confidential and shall be provided only to those Supervised Persons of the Firm with a need to know and, upon appropriate request, Compliance Departments of Brightsphere Investment Group, Inc. (“BSIG”, TSW’s parent company) and any registered investment company the Firm advises or sub-advises, counsel, and/or regulatory authorities.

 

  E.

Acknowledgement of Receipt of Code of Ethics

Each Supervised Person shall be provided with a copy of this COE or access to it, and any amendments, and Supervised Persons shall submit a written acknowledgment of their receipt of this Code and any amendments to this COE. Written acknowledgement of the Code will be made via affirmations on the SCT system, both initially and annually.

 

  F.

Review of Reports

The Review Officer shall review reports submitted under this COE. The Review Officer shall not review his/her own reports.

 

  G.

Duplicate Confirmation and Statements

The Review Officer of the Firm may require Access Persons to provide duplicate copies of confirmation of each disclosable transaction in their accounts and will require duplicate copies of account statements, all provided via the SCT system where possible.

 

  H.

Reporting of Violations to the Board of Directors and Sanctions

Supervised Persons are required to report any violations of this COE promptly to the Review Officer. The Review Officer of the Firm shall report all violations (including non-material, technical violations) to the Compliance Committee and shall report material violations of this COE to the Board of Managers of the Firm. The Board of Managers of the Firm, and outside counsel, if deemed appropriate, shall consider reports made to it and shall determine whether or not there has been a violation of the Firm’s COE and what sanctions, if any, should be imposed, including, among other things, a letter of censure or suspension, fines, or termination of the employment of the violator.

 

  I.

Annual Reporting to the Board of Directors

The Review Officer of the Firm shall prepare an annual report relating to this COE to the Board of Managers of the Firm and of any U.S. registered investment company client advised or sub-advised by the Firm that request such reporting. Such annual report shall:

 

 

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  1.

summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

 

  2.

identify any violations during the past year;

 

  3.

identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its COE, evolving industry practices or developments in applicable laws or regulations; and

 

  4.

state that the Firm had adopted procedures reasonably necessary to prevent Access Persons from violating the

 

  5.

COE.

 

  J.

Retention of Records

The Firm shall maintain the following records via the SCT system as required under Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act:

 

  1.

a copy of any Code of Ethics in effect within the most recent five years;

 

  2.

a list of all Supervised Persons required to make reports hereunder within the most recent five years and a list of all Supervised Persons who were responsible for reviewing the reports, as shall be updated by the Review Officer of the Firm;

 

  3.

a copy of each report made by an Access Person hereunder and submitted to the Firm’s Review Officer for a period of five years from the end of the fiscal year in which it was made;

 

  4.

each memorandum made by the Review Officer of the Firm hereunder for a period of five years from the end of the fiscal year in which it was made;

 

  5.

a record of any violation under the Code of Ethics and any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurred;

 

  6.

a record of all written acknowledgements as required by Rule 204A-1(a)(5) for each Person who is currently, or in the past five years was, a Supervised Person of the Firm;

 

  7.

a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Access Persons under Rule 204A-1(c), for at least five years after the end of the fiscal year in which the approval is granted; and

 

 

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  8.

a copy of every report provided to the Firm’s Board of Managers or a fund’s Board which describes any issues arising under the Code of Ethics and certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

 

IX.

DEFINITIONS

 

  1.

“Access Person” means any Manager, officer, general partner or Advisory Representative of the Firm. As the nature and philosophy of the Firm tends to expose a large range of Supervised Persons to client information, all Supervised Persons are treated as Access Persons. Supervised Persons that are subject to another code of ethics that has been reviewed and approved by the Review Officer are not subject to the Access Person requirements of this Code.

 

  2.

“Advisory Representative” means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

 

  3.

“Affiliated Person” of another Person means (a) any Person directly or indirectly owning, Controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of such other person; (b) any Person five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, Controlled, or held with power to vote, by such other person; (c) any Person directly or indirectly Controlling, Controlled by, or under common Control with, such other person; (d) any officer, director, partner, copartner, or associate of such other person; (e) if such other Person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and (f) if such other Person is an unincorporated investment company not having a board of directors, the depositor thereof.

 

  4.

“Affiliated Fund” means any investment vehicle registered under the Investment Company Act which the Firm or an Affiliated Person acts as manager, adviser or sub-adviser.

 

 

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  5.

“Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), in determining whether a Person is the beneficial owner of a Security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder, that, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy a direct or indirect economic benefit from the ownership of the Security. A Person is normally regarded as the beneficial owner of securities held in (i) the name of his or her spouse, domestic partner, minor children, or other relatives living in his or her household; (ii) a trust, estate or other account in which he/she has a present or future interest in the income, principal or right to obtain title to the securities; or (iii) the name of another Person or entity by reason of any contract, understanding, relationship, agreement or other arrangement whereby he or she obtains benefits substantially equivalent to those of ownership.

 

  6.

“Control” means the power to exercise a Controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any Person who owns beneficially, either directly or through one or more Controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to Control such company. Any Person who does not so own more than twenty-five percent (25%) of the voting securities of any company shall be presumed not to Control such company. A natural Person shall be presumed not to be a Controlperson.

 

  7.

“Exchange Traded Fund (“ETF”)” means a portfolio of securities that trades throughout the day on an exchange. A closed-end fund is not an ETF.

 

  8.

“Firm” means TSW, an investment adviser registered with the SEC under the Advisers Act.

 

  9.

“Firm Managed Fund” means any investment company registered under the Investment Company Act or pooled investment vehicle for which the Firm acts as investment adviser or sub-adviser.

 

  10.

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

 

  11.

“Investment Personnel” means (a) any Portfolio Manager of the Firm; (b) any associate of the Firm (or of any company in a Control relationship to a fund or the Firm) who, in connection with his regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Firm, including securities analysts, traders and marketing Supervised Persons; or (c) any Person who Controls a fund or the Firm and who obtains information concerning recommendations made to any Portfolio regarding the purchase or sale of securities by the Portfolio.

 

 

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  12.

“Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or Rules 504, 505 or 506 under the Securities Act. Limited offerings are commonly referred to as private placements.

 

  13.

“Maintenance Trades” (also called “Non-Rotational Trades”) refer to any trades effected by Portfolio Managers for specific accounts including those in “SMA” accounts. Maintenance trades typically occur to get Portfolios in line with guidelines, raise cash for specific purposes, etc. These are not to be confused with Firm-wide block trades (also called “Rotational Trades” which affect large numbers of accounts at one time.

 

  14.

“Management Company” refers to investment advisers that are subsidiaries of, or organizations otherwise affiliated with, BSIG.

 

  15.

“Manager” refers to individual member of the Board of Managers.

 

  16.

“Person” means a natural Person or a company.

 

  17.

“Personal Securities Transactions” means any transaction in a Security pursuant to which an Access Person would have a Beneficial Ownership interest with the exception of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, none of which are funds advised or sub-advised by the Firm.

 

  18.

“Portfolio” means any account, trust or other investment vehicle over which the Firm has investment management discretion.

 

  19.

“Portfolio Manager” means an associate of the Firm entrusted with the direct responsibility and authority to make investment decisions affecting the Portfolios or Firm Managed Funds.

 

  20.

“Primary Product” or “Primary Strategy” means any long-only equity strategy and fixed income strategy (and thus excludes long/short strategies) offered to outside clients and described in TSW’s Form ADV.

 

  21.

“Purchase or Sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.

 

  22.

“Reportable Account” means any account held at a broker, dealer or bank with which an Access Person maintains Beneficial Ownership in any Security and for any account held at a broker, dealer, bank or other entity for which an Access Person has the ability to obtain Beneficial Ownership of any Security. All Securities accounts which hold or could hold Securities should be reported—those are all considered Reportable Accounts.

 

 

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  23.

“Reportable Security” shall include any Firm Managed Fund and commodities contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.

“Reportable Security” means any stock, bond, future, investment contract or any other instrument that is considered a “Reportable Security” or “Covered Security” under the Investment Company Act. The term “Reportable Security” is very broad and includes items you might not ordinarily think of as “Reportable Securities,” including:

 

   

Options on securities, on indexes and on currencies (options on securities defined as one option contract covering 100 shares of stock);

 

   

All kinds of limited partnerships;

 

   

Foreign unit trusts and foreign mutual funds;

 

   

Private investment funds, hedge funds, and investment clubs;

 

   

ETF’s, iShares and unit investment trusts; and

 

   

Closed-end Funds.

“Reportable Security” specifically does not include:

 

   

Direct obligations of the U.S. Government;

 

   

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations (including repurchase agreements);

 

   

Shares issued by money market funds; and

 

   

Shares of open-end funds, none of which are Affiliated Funds or Firm Managed Funds.

Any question as to whether a particular investment constitutes a “Reportable Security” should be referred to the Review Officer.

 

  24.

“Restricted List” is an actively monitored list of Securities being considered for purchase or sale by any equity and/or international Portfolios or funds.

 

  25.

“Review Officer” refers to the personnel, appointed and approved by the Firm’s Board of Managers to oversee its COE, or a designee appointed by the Chief Compliance Officer. In most cases, the Review Officer will be the CCO or a designee but will vary based on the circumstances.

 

 

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  26.

Security(ies)” means a security as defined in Section 2(a)(36) of the Investment Company Act and includes any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

 

  27.

Supervised Person” means:

 

   

Any Manager or officer of the Firm (or other Person occupying a similar status or performing a similar function);

 

   

Any other associate of the Firm;

 

   

Any other Person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and Control; and

 

   

Any temporary worker, consultant, independent contractor, certain Supervised Persons of affiliates of the Firm or any particular Person designated by the Review Officer.

 

 

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Victory Capital Management Inc. Code of Ethics

Victory Capital Management Inc.

Code of Ethics

 

 

Effective January 1, 2021

Previously updated: July 1, 2019


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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

1.  Introduction

     1  

2.  Definitions

     2  

3.  Culture of Compliance

     4  

4.  Policy Statement on Insider Trading

     5  

A. Introduction

     5  

B. Scope of the Policy Statement

     5  

C. What is Material Information?

     5  

D. What is Non-Public Information?

     6  

E. Identifying Inside Information

     6  

F. Contact with Public Companies

     7  

G. Tender Offers

     7  

H. Protecting Sensitive Information

     7  

I. Trading in Securities Listed on Exchanges in Other Countries

     7  

J. Public Company Confidential Records

     7  

5.  Conflicts of Interest

     8  

A. Gifts and Entertainment

     8  

B. Political Contributions

     9  

C. Outside Business Activities

     10  

D. Other Prohibitions on Conduct

     11  

E. Review of Employee Communications

     12  

6.  Standards of Business Conduct

     12  

7.  Personal Trading, Code of Ethics Reporting and Certifications

     12  

A. Employee Investment Accounts

     13  

B. Employee Investment Account Reporting

     14  


Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

C. Personal Trading Requirements and Restrictions

     15  

D. Representation and Warranties

     17  

E. Quarterly and Annual Certifications of Compliance

     17  

F. Review Procedures

     18  

G. Recordkeeping

     18  

H. Whistleblower Provisions

     18  

I. Confidentiality

     18  

J. Reporting to the Board of Directors of Affiliated Funds

     18  

8.  Code of Ethics Violation Guidelines

     18  
Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds      i  
Appendix 2 – Approved Brokers List      ii  
Appendix 3 – Investment Account Disclosure      iii  
Appendix 4 – Reportable Securities      iv  
Appendix 5 – ETFs Eligible for De Minimis Transaction Exemption      vi  
Supplement 1 - RS Investments (Hong Kong) Limited Code of Ethics Supplement (“Hong Kong Supplement”)      vii  
Supplement 2 - RS Investment Management (Singapore) Pte. Ltd. (“RSIMS”) Code of Ethics Supplement (“Singapore Supplement”)      x  


 

LOGO

 

Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

1.

INTRODUCTION

Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”) requires all investment advisers registered with the Securities and Exchange Commission (“SEC”) to adopt codes of ethics that set forth standards of conduct and require compliance with federal securities laws. Victory Capital Management Inc. a registered investment adviser under the Advisers Act, and its subsidiaries, RS Investments (UK) Limited, RS Investments (Hong Kong) Limited, and RS Investment Management (Singapore) Pte. Ltd. (collectively, “Victory Capital”), have adopted this Code of Ethics (“Code”), which sets forth the standards of business conduct that are required of Victory Capital employees. As an adviser to regulated investment companies, Victory Capital also adopts this Code in adherence to Rule 17j-11 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Officers and employees of RS Investments (Hong Kong) Limited and RS Investment Management (Singapore) Pte. Ltd. should also review the related Code supplements.

Victory Capital is an indirect, wholly owned subsidiary of Victory Capital Holdings, Inc. (“VCH”). VCH is a Delaware corporation with its Class A common stock listed on the NASDAQ Global Select Market, under the ticker symbol “VCTR.” As a public company, new compliance policies were adopted by VCH. The VCH policies are in addition to the compliance program of Victory Capital. In particular, the VCH policies that apply to all Victory Capital employees include: (1) Code of Business Conduct and Ethics, (2) Corporate Communications Policy and (3) Insider Trading Policy. These policies are available through the company intranet site “Under the wing”.

Victory Capital Services, Inc. (“VCS”), a Victory Capital affiliate, is a registered broker-dealer and principal underwriter of Victory Capital’s Affiliated Funds (defined herein) and has adopted this Code in compliance with Rule 17j-1 under the Investment Company Act. Victory Capital Transfer Agent, Inc., also a Victory Capital affiliate, is the registered transfer agent for USAA Mutual Fund accounts. Victory Capital employees service USAA Mutual Fund direct accounts through a dedicated Contact Center. Victory Capital is not affiliated with United Services Automobile Association (“USAA”) or its affiliates.

Victory Capital employees have a responsibility to adhere to the highest ethical principles. Thus, the Code imposes obligations in addition to those required under applicable laws and regulations. The Code is a minimum standard of conduct for employees. Additionally, Victory Capital employees must act in accordance with Victory Capital’s fiduciary duty owed to clients. Therefore, literal compliance with the Code will not protect an employee if their behavior otherwise violates Victory Capital’s fiduciary duty.    If an employee is uncertain as to the intent or purpose of any provision of the Code, or whether a proposed action is compatible with Victory Capital’s fiduciary duty, he or she should consult Victory Capital’s Chief Compliance Officer (“CCO”) or a member of the Compliance team.

Victory Capital recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business and our industry, Victory Capital has implemented certain standards and limitations designed to minimize these conflicts.

Victory Capital’s reputation is of paramount importance; therefore, Victory Capital will not tolerate blemishes due to careless personal trading or other conduct prohibited by the Code. Consequently, Material Violations (as defined herein) of the Code may be subject to harsh sanctions. Frequent violations of the Code may result in limitations on personal securities trading or other disciplinary actions, which can include termination of employment.    

 

1 

Rule 17j-1 requires that fund advisers adopt written codes of ethics and have procedures in place to prevent their personnel from abusing their access to information about the fund’s securities trading and requires “access persons” to submit reports periodically containing information about their personal securities holdings and transactions.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

2.

DEFINITIONS

Access Person means any employee of Victory Capital or anyone deemed an Access Person by the CCO. As a matter of practice, the Board of Directors of the USAA Mutual Funds Trust, Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (collectively the “Victory Funds”) generally consists of members who are not employees or officers of Victory Capital, or their affiliates. Unless designated by the COO, a non-employee director is not treated as an “access person” of Victory Capital, within the meaning of Rule 204A-1 under the Advisers Act and is not treated as either an “access person” or an “advisory person” of Victory Capital.

“Affiliated Funds” means any individual series portfolio of the USAA Mutual Funds Trust, Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds, as well as other sub-advised affiliates listed in Appendix 1, each an investment company registered under the Investment Company Act.

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

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. An Access Person is deemed to have a Beneficial Interest in securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts (including Non-Victory Capital Employee Compensation Programs, Non-Victory Capital Employee Stock Participation Program, and Employer-Sponsored Retirement Plan Accounts), Uniform Transfers to Minors Act accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether an Access Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Department. Such questions will be resolved in accordance with, and this definition shall be interpreted in a manner consistent with, the definition of “beneficial owner” set forth in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

Blackout Period” means seven (7) calendar days before through three (3) calendar days after the date a client trade is executed.

“Business Entertainment” includes any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose, and any transportation or lodging accompanying or related to such activity or event, including any entertainment activity offered in connection with an educational event or business conference, irrespective of whether any business is conducted during, or is attendant to, such activity.

“Covered Government Official” means a 1) state or local governmental official; 2) candidate for state or local office; or 3) federal candidate currently holding state or local office. A governmental “official” includes an incumbent, candidate, or successful candidate for elective office of a state or local government entity, if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser, by a state or a political subdivision of a state.

De Minimis Security” means a security of an issuer with a market cap of $10 Billion or more at the time of purchase, In certain situations, a client trade in a De Minimis Security may not trigger a Blackout Period (see Section 7.C. Personal Trading Requirements and Restrictions for more detailed information). Personal Trades in De Minimis Securities in Personal Accounts always require pre-clearance and are subject to all other provisions of the Code.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

“Exempt Securities” means 1) direct obligations of the U.S. Government; 2) bankers’ acceptances, bank certificates of deposit and commercial paper; 3) investment grade, short-term debt instruments, including repurchase agreements; 4) shares held in money market funds; 5) variable insurance products that invest in funds for which Victory Capital does not act as adviser or sub-adviser; 6) open-end mutual funds for which Victory Capital does not act as adviser or sub-adviser; and 7) investments in qualified tuition programs (“529 Plans”). Exempt Securities do not need to be pre-cleared.

“Franchise” means a group of employees who report directly or indirectly to the same Chief Investment Officer that oversees a brand-named strategy

Immediate Family” means all family members who share the same household, including but not limited to, a spouse, domestic partner, fiancée, parents, grandparents, children, grandchildren, siblings, step-siblings, step-children, step-parents, or in-laws. Immediate Family includes adoptive relationships and any other relationships (whether or not recognized by law) that the CCO determines could lead to conflicts of interest, diversions of corporate opportunity or create the appearance of impropriety.

Initial Holdings Report” is a report that discloses all securities holdings of every Access Person, which must be submitted to the Compliance Department within ten (10) calendar days of becoming an Access Person.

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

“Managed Accounts” means investment advisory or brokerage accounts over which an Access Person has no direct or indirect influence or control in the investment decisions or activities.

Material Non-Public Information” or “MNPI” means information that is both material and non-public that might have an effect on the market for a security. Access Persons who possess MNPI must not act or cause others to act on such information.

“Material Violation” means any violation of this Code or other misconduct deemed material by the CCO, in conjunction with the Compliance Committee or the Victory Capital Board of Directors.

Maximum Allowable Trades” means Access Persons are limited to 20 trades per calendar quarter across their Personal Accounts. A trade in the same security in multiple accounts on the same day will count as one trade towards the Maximum Allowable Trades in a quarter. Trades that do not require pre-clearance (i.e. open-end mutual funds, dividend reinvestments) will not count towards the Maximum Allowable Trades.

“MCO” means MyComplianceOffice, which is a web-based compliance system used to track and approve employee personal trading, gifts and entertainment, political contributions, and outside business activities, store policies, and facilitate employee certifications and manage other compliance objectives.

“Personal Account” means an investment account in which an employee retains investment discretion.

Personal Trading” or “Personal Trades” means trades or transactions by Access Persons in their Personal Accounts.

Proprietary Fund is a fund or product in which Victory Capital or its employees have an aggregate of 25% or more Beneficial Interest. See Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds for more information.

“Reportable Fund” means any investment company registered under the Investment Company Act for which Victory Capital is an investment adviser or a sub-adviser, or any registered investment company whose investment adviser or principal underwriter controls Victory Capital, is controlled by Victory Capital, or is under common control with Victory Capital. See Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds for more information.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Reportable Security” means any security that is not an Exempt Security.

“RIC” means a Regulated Investment Company.

“Short-Sell” or “Short-Selling” means the sale of a security that is not owned by the seller. Access Persons may not take a short position in a security. However, mutual funds or ETFs that correspond to the inverse performance of a broad-based index are not considered to be Short-Sales. For example, buying (long) the ProShares Short S&P500 ETF is permitted. Employees may also trade in funds that track a volatility index.

“Solutions Team” means any employee who is a member of the Solutions Platform group, generally involved in passive investments.

Victory Capital Stock” means securities offered by VCH or any subsidiary through a registration statement that has been declared effective by the SEC (e.g. “VCTR”).

 

3.

CULTURE OF COMPLIANCE

 

Victory Capital’s primary objective is to provide value through investment advisory, sub-advisory and other financial services to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals, pension funds, and retail clients.

Victory Capital requires that all dealings on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, Victory Capital is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty. All employees must actively work to avoid the possibility that the advice or services provided to clients is, or gives the appearance of being, based on the self-interests of Victory Capital or its employees and not in the clients’ best interests. Violations of the Code must be reported promptly to the CCO or his/her designee.

Employees must act solely in the best interests their clients. Statutory and regulatory requirements impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities to clients. Victory Capital and its employees must comply fully with these rules and regulations. The Legal, Compliance and Risk Department (“LCR Department”) personnel are available to assist employees in meeting these requirements.

Since no set of rules can anticipate every possible situation, it is essential that Victory Capital employees and representatives obtain guidance from the CCO, Chief Legal Officer (“CLO”), or their designees when unsure how to follow these rules in letter and in spirit. It is the responsibility of all employees and representatives to fully understand and comply with the Code and the policies of Victory Capital or seek guidance from the CCO. Technical compliance with the Code and its procedures will not necessarily validate an employee’s actions as appropriate. Any activity that compromises Victory Capital’s integrity, even if it does not expressly violate a rule, may result in further action from the CCO. In some instances, the CCO holds discretionary authority to apply exceptions under the Code. In the CCO’s absence, the CLO may act in his or her place.

Victory Capital’s fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the sections that follow.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

4.

POLICY STATEMENT ON INSIDER TRADING

 

  A.

Introduction

Victory Capital seeks to foster a culture of compliance and a reputation for integrity and professionalism. Victory Capital values and endeavors to protect the confidence and trust placed in us by our clients. To further that goal, this Policy Statement implements procedures to deter the misuse of MNPI in securities transactions.

The term “insider trading” is not defined in the federal securities laws but refers generally to the situation when a person trades while aware of MNPI or communicates MNPI to others in breach of a duty of trust or confidence.

While the law concerning insider trading is not static, it is generally understood that the law prohibits any of the following:

 

   

Trading by an insider, while aware of MNPI;

 

   

Trading by a non-insider, while aware of MNPI, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or

 

   

Communicating MNPI to others in breach of a duty of trust or confidence.

Trading securities while in possession of MNPI or improperly communicating that information to others may result in stringent penalties. Criminal sanctions may include fines of up to $5,000,000, twenty years’ imprisonment, or both. The civil penalty for a violator may be an amount up to three times the profit (or loss avoided) as a result of the insider trading violation, and a permanent bar from working in the securities industry. Investors may sue and seek to recover damages for insider trading violations.

Regardless of whether a regulatory inquiry occurs, Victory Capital views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, up to and including dismissal.

 

  B.

Scope of the Policy Statement

This Policy Statement is drafted broadly and will be applied and interpreted in a similar manner. It applies to all Access Persons and to transactions in any security participated in by Immediate Family members of Access Persons or trusts or corporations controlled by Access Persons.

Any questions relating to this Policy Statement should be directed to the CCO or his/her designee. You must notify the LCR Department immediately if you have any reason to believe that a violation of this Policy Statement has occurred or is about to occur.

 

  C.

What is Material Information?

Trading on inside information is not a basis for liability unless the information relied upon is deemed to be material. “Material” information is defined generally as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. If the disclosure of that information would be expected to alter the total mix of information that is publicly available about that company, then the information is considered material. Any questions about whether information is material should be directed to a member of the LCR Department.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Material information often relates to a company’s financial results and operations, including, for example, dividend changes, earning results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Information about a company could be material because of its expected effect on a particular class of the company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies. Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S., the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

 

  D.

What is Non-Public Information?

For issues concerning insider trading to arise, information must not only be material, it must also be “non-public”. Non-public information is information that has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an “insider” is also deemed non-public information. For non-public information to become public information, it must be disseminated through recognized channels of distribution designed to broadly reach the securities marketplace.

Facts verifying that the information is public (and therefore has become generally available) may include, for example, and without limitation, disclosure in:

 

   

National business and financial wire service, such as Dow Jones or Reuters;

 

   

National news service or newspaper, such as AP or The Wall Street Journal; or

 

   

Publicly disseminated disclosure document, such as a proxy statement or prospectus.

The circulation of rumors or “talk on the street”, even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure. In addition, the information must not only be publicly disclosed, there must also be adequate time for the market to digest the information. Material non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as “non-public” information that must not be disclosed or otherwise misused.

Partial disclosure does not constitute public dissemination. So long as any material component of the “inside” information has yet to be publicly disclosed, the information is deemed non-public and may not be misused.

 

  E.

Identifying Inside Information

Before executing any Personal Trades or trades for client accounts, employees must determine whether they have access to MNPI. If an employee believes that he or she might have access to MNPI, the following steps should be taken:

 

   

Report the information and proposed trade immediately to the CCO or a member of the LCR Department;

 

   

Do not purchase or sell the securities as Personal Trades or for clients without written clearance to do so from the CCO or a member of the LCR Department; and

 

   

Do not communicate the information inside or outside of Victory Capital, other than to the LCR Department and, if necessary, your direct manager.

A member of the Compliance Department will determine whether the information is material and non-public.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

  F.

Contact with Public Companies

Victory Capital’s contacts with public companies represent an important part of its research efforts. Victory Capital may make investment decisions on the basis of the firm’s conclusions formed through such contacts and analysis of publicly available information. Legal issues may arise if, in the course of these contacts, an employee becomes aware of MNPI. This could happen, for example, if a company’s chief financial officer were to prematurely disclose quarterly results to an analyst, or an investor relations representative selectively discloses adverse news to a handful of investors.

 

  G.

Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC forbids trading and “tipping” while in possession of MNPI regarding the receipt of a tender offer, the tender offeror, the target company or anyone acting on behalf of either of these parties. Employees should exercise caution any time they become aware of non-public information relating to a tender offer.

 

  H.

Protecting Sensitive Information

Employees are responsible for safeguarding all confidential information relating to investment research, fund and client holdings, including analyst research reports, investment meeting discussions or notes, and current fund or client transaction information, regardless whether such information is deemed MNPI. Other types of information (for example, marketing plans, employment issues and shareholder identities) may also be confidential and should not be shared with individuals outside the company unless approved by the CCO or a Victory Capital executive officer.

All Access Persons are expressly prohibited from knowingly spreading any false rumor concerning any company, or any purported market development, that is designed to impact trading in or the price of that company’s or any other company’s securities, and from engaging in any other type of activity that constitutes illegal market manipulation.

 

  I.

Trading in Securities Listed on Exchanges in Other Countries

Trading in securities listed on exchanges in other countries is governed by the laws of that country. Access Persons who are trading in such securities must ensure compliance with applicable law, which in all relevant cases prohibits trading on the basis of MNPI or price-sensitive information, as those terms are defined in the relevant jurisdiction.

 

  J.

Public Company Confidential Records

VCH’s and Victory Capital’s records must always be treated as confidential and must not be disclosed or used for any purpose at any time other than for the normal course of business. Information learned about other entities in a special relationship with VCH, such as acquisition, joint venture and partnership negotiations, is confidential and must not be disclosed without proper authorization.

At all times, Access Persons are prohibited from making any recommendation or expressing any opinion as to trading in Victory Capital Stock

See VCH’s Corporate Communications Policy and Insider Trading Policy for more information.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

5.

CONFLICTS OF INTEREST

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of clients or shareholders of Victory Capital. A conflict may arise if a Victory Capital employee takes actions or has business, financial or other interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may arise, for example, if a Victory Capital employee or his or her Immediate Family member receives improper personal benefits (for example, personal loans, services, or payment for services) as a result of his or her position at Victory Capital or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise if a Victory Capital employee or an Immediate Family member holds a financial interest in a company that does business with Victory Capital or has outside business interests that may result in divided loyalties or compromised independent judgment. Conflicts may also arise when making securities investments for Proprietary Funds or Personal Accounts or when determining how to allocate trading opportunities.

Conflicts of interest can arise in many common situations, despite best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield Access Persons from liability for Personal Trading or other conduct that violates fiduciary duties to Victory Capital clients. Victory Capital employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. Any questions regarding a conflict of interest or potential conflict of interest should be directed to a manager, the CCO or a representative of the LCR Department.

The following areas represent many common types of conflicts of interests and the procedures to be followed; however, the list is not intended to be all-inclusive. A summary is provided for each case, but further details can be found in the related Policies and Procedures. For questions related to potential conflicts, please contact a member of the LCR Department.

 

  A.

Gifts and Entertainment

Gifts

Giving or receiving gifts or other items of value to or from persons doing business or seeking to do business with Victory Capital could call into question the independence of its judgment as a fiduciary of its clients. Accordingly, it is the policy of Victory Capital to permit such conduct only in accordance with the limitations stated herein.

Victory Capital’s policies on gifts and entertainment are derived from industry practices. Employees should be aware that there are various laws and regulations that prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. If there is any question about the appropriateness of any particular gift, an employee should consult a member of the LCR Department.

Under no circumstances may a gift to Victory Capital or any employee be received as any form of compensation for services provided by Victory Capital or an employee. Gifts of nominal value may be given to or accepted from present or prospective customers, brokers, service providers, suppliers or vendors with whom Victory Capital has a business or potential business relationship. Victory Capital employees are required to promptly report all gifts given in excess of $50 in Victory Capital’s expense reporting system (Concur). Any gifts received in excess of $50 must promptly be disclosed in MCO. Gifts from an individual or entity may not exceed $100 in aggregate value in any calendar year unless approval is obtained from the employee’s direct manager and the LCR Department.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Gifts of up to $100 per person per year may be provided to present or prospective customers, brokers, service providers, suppliers or vendors with whom Victory Capital has a business or potential business relationship.

Additional policies concerning gifts may be applicable depending on the type of customer (e.g., ERISA, foreign, union, government officials, or Covered Government Officials).

Please refer to Victory Capital’s Gifts and Entertainment Policy (F-3) for more information.

Entertainment

Employees may sponsor and participate in Reasonable and Customary Business Entertainment. Any Business Entertainment that is not Reasonable and Customary must be pre-approved by the CCO and the employee’s manager. You must accompany the persons being entertained for an entertainment activity to qualify as permissible Business Entertainment. All Business Entertainment expenses must be reported promptly in Concur, listing each attendee at the entertainment event. The receipt of Business Entertainment in excess of $50 per occurrence per employee must be disclosed promptly after each occurrence in MCO. If the client, broker, service provider, vendor or supplier is not present, the entertainment is considered a gift. Items that are normally associated with entertainment that are given or received during a virtual event can be considered entertainment as long as the appropriate parties are in attendance at the virtual event.

Additional policies concerning gifts and entertainment may be applicable depending on the type of customer (e.g., ERISA, foreign, union, government officials, or Covered Government Officials).

Please refer to Victory Capital’s Gifts and Entertainment Policy (F-3) for more information.

 

  B.

Political Contributions

SEC regulations limit political contributions to Covered Government Officials by employees of investment advisory firms and certain affiliated companies. The SEC’s “Pay-to-Play” Rule 206(4)-5 (the “Rule”) prohibits advisers from receiving any compensation for providing investment advice to a government entity within two years after a contribution has been made by the adviser or one of its covered associates. The two-year time out is triggered by a political contribution to an official of a government entity. The date of the contribution starts the time out.

The Rule permits contributions of up to $350 per person for any election to an elected official or candidate for whom the individual is entitled to vote, and up to $150 per person for any election to an elected official or candidate for whom the individual is not entitled to vote. Many U.S. cities, states and other government entities have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. While contributions to candidates in federal elections would generally not raise any issues under state or local laws, contributions to state and local officials may not be approved depending on the circumstances. Prior to the commencement of employment, new employees must disclose all political contributions in the past 2 years to Human Resources. During employment, Victory Capital employees must receive approval from the LCR Department through MCO before making personal political contributions at all levels. Political contributions which require pre-approval include, but are not limited to, the following:

 

   

Covered Government Officials;

 

   

Federal candidate campaigns and affiliated committees;

 

   

Political Action Committees (PACs) and Super PACs; and

 

   

Non-profit organizations that may engage in political activities, such as 501(c)(4), 501(c)(6) organizations, and 527 organizations

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Note: U.S. national political party donations (e.g. Democratic or Republican) do not require pre-clearance.

Contributions include:

 

   

Monetary contributions, gifts or loans;

 

   

“In kind” contributions (e.g. donations of goods or services or underwriting or hosting fundraisers);

 

   

Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, purchasing tickets to inaugural events);

 

   

Contributions to joint fund-raising committees; or

 

   

Contributions made by a PAC that is controlled by an Access Person.

See Victory Capital’s Political Contributions Policy (F-2) for more information.

 

  C.

Outside Business Activities

Prior to commencement of employment with Victory Capital, all Outside Business Activities (“OBAs”) must be disclosed to Human Resources. During employment and prior to commencement of any new OBA, employees must fill out and submit an OBA request form in MCO. Employees are responsible for notifying the Compliance Department of any material OBA changes and must review, update and certify quarterly to their OBA activities.

Holding Political Office/Appointments

Victory Capital employees must avoid any political appointment that may conflict with the performance of his or her duties for Victory Capital. Prior written approval must be obtained from the CCO before holding political office and, if approved, must be confirmed annually through the compliance certification process. Employees must expressly remove themselves from discussions and decisions regarding Victory Capital, its products or services when Victory Capital may be a competitor for business related to their appointment.

Outside Employment or Business Activities

Employees may pursue other interests on their own time as long as the activity doesn’t reflect negatively on Victory Capital and does not interfere or conflict in any way with Victory Capital or its clients. However, full-time employees of Victory Capital should consider their position to be their primary employment.

All outside business activities must be reported to and pre-approved by both the employee’s direct manager and the CCO. Outside employment or business activities may be considered any activity conducted by a Victory Capital employee for another organization or business purpose that is outside the scope of the employee’s job function for Victory Capital. This includes, but is not limited to, being an employee, independent contractor, consultant, sole proprietor, officer, director or partner of another organization, or being compensated by, or having the reasonable expectation of compensation from, any other person or organization as a result of any business activity outside the scope of the relationship with Victory Capital. Certain activities are not considered reportable OBAs, including any non-investment related activity that is exclusively charitable, civic, religious or fraternal and is recognized as tax exempt.

Passive investments may be exempted from the reporting and pre-approval requirement. Although passive investments are exempted from the reporting requirements under the Outside Employment or Business Activities section of this Code, they may be subject to the reporting and pre-clearance requirements that fall under the Limited Offerings and Private Placements section of this Code. Any questions regarding non-compensated outside employment or business activities and passive investments should be directed to the CCO.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Absent prior approval of the CCO or the Chief Executive Officer, no employee of Victory Capital may serve on the board of directors of any publicly traded company or investment company. An employee’s or Immediate Family member’s service on a for-profit private company’s board of directors must also be pre-approved by the employee’s direct manager and the CCO or CLO, and reported on the employee’s annual Code certification.

All outside employment or business activities must be reported to and pre-approved by both the employee’s direct manager and the CCO and reported on the employee’s quarterly certification. Employees are prohibited from the commencement of any outside employment or business activities until the CCO’s final approval within MCO has occurred.

In addition to these outside employment or business activity procedures, all employees who are registered representatives of VCS must also adhere to related requirements as set forth in VCS’s Written Supervisory Procedures Manual.

See Victory Capital’s Outside Business Activity Policy (F-4) for more information.

Bequests

A bequest is the act of leaving or giving something of value in a will. The acceptance of a bequest from a client, vendor or business partner may raise questions about the propriety of that relationship. Any potential or actual bequest in excess of $100 made to an employee by a client, vendor, or business partner under a will or trust agreement must be reported to the LCR Department. Such bequests shall be subject to the approval of the employee’s manager and CCO.

 

  D.

Other Prohibitions on Conduct

In addition to the specific prohibitions detailed elsewhere in the Code, Victory Capital employees are subject to a general requirement not to engage or participate in any act or practice that would defraud Victory Capital clients. This general prohibition includes, among other things:

 

   

Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

 

   

Omitting to state a material fact, or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances, thereby creating a materially misleading impression;

 

   

Misuse of client confidential information;

 

   

Making investment decisions, changing internal research ratings and trading decisions other than exclusively for the benefit and in the best interest of our clients;

 

   

Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to an Access Person or anyone other than our clients.

 

   

Taking, delaying or failing to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to an Access Person or anyone other than a client;

 

   

Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”);

 

   

Revealing to any other person (except in the normal course of an employee’s duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

   

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

 

  E.

Review of Employee Communications

All correspondence related to Victory Capital’s business and any client correspondence is subject to review by the LCR Department. Victory Capital is required to maintain original records of employee correspondence that is communicated on approved devices (such as through email). In addition, Victory Capital is required to monitor employee communications and compliance with Victory Capital’s conflicts of interest and insider trading policies and procedures. Consequently, Victory Capital reviews or archives all employee communications, including emails and other forms of electronic communication for compliance purposes. Employees are advised that they should have no expectation of privacy regarding personal communications that are sent or received on company-provided or connected electronic devices or communication platforms, such as instant messages or emails.

Employees are prohibited from sending communications regarding Victory Capital business via any personal, non-Victory Capital email account, instant messaging, text or other method that is not captured in our archiving system. Employees may only use Victory Capital’s e-mail system, instant messaging system, Bloomberg and other explicitly approved methods for business-related communications. Employees are permitted to communicate on Victory Capital’s e-mail system connected through personal mobile devices such as smartphones. See Victory Capital’s Corporate Information Protection and Technology Use Policy (A-8) for more information.

 

6.

STANDARDS OF BUSINESS CONDUCT

 

   

Every employee has a duty to place the interests of Victory Capital client accounts first and not take advantage of his or her positions at the expense of Victory Capital or its clients.

 

   

Victory Capital employees must not mislead or defraud any Victory Capital clients by any statement, act or manipulative practice.

 

   

All personal securities transactions must be conducted in a manner to avoid any actual, potential, or appearance of, a conflict of interest, or any abuse of an employee’s position of trust and responsibility with Victory Capital.

 

   

Victory Capital employees may not induce or cause a client to take action, or not to take action, for personal benefit.

 

   

Victory Capital employees may not share portfolio holdings information except as permitted under Victory Capital’s Disclosures of Portfolio Securities Policy (B-15). See the policy for more information.

 

   

Every Access Person must notify the CCO or CLO, as soon as reasonably practical, if he or she is arrested, arraigned, indicted or pleads no contest or guilty to any criminal offense (other than minor traffic violations) or if named as a defendant in any investment-related civil proceeding or any administrative or disciplinary action.

 

7.

PERSONAL TRADING, CODE OF ETHICS REPORTING AND CERTIFICATIONS

Personal Trading is a privilege granted by Victory Capital that may be withdrawn at any time. The CCO has complete discretion over all Personal Trading activity and has no obligation to explain any denial or restriction relating thereto. Employees who violate Personal Trading restrictions may be required to disgorge any gains generated (or losses avoided) by Personal Trading. Access Persons must maintain adequate records of all Personal Trading transactions and be prepared to disclose those transactions to the LCR Department.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

  A.

Employee Investment Accounts

Subject to disclosure and pre-clearance requirements, Access Persons may open and maintain Managed Accounts and Personal Accounts with select brokers supported by MCO through direct electronic feeds (“Approved Brokers”). Any accounts held with a broker that is not on the Approved Broker List must be transferred to an Approved Broker within 90 days of the commencement of employment with Victory Capital.

On a case-by-case basis, the LCR Department may approve certain accounts held with brokers that are not on the Approved Brokers List. The LCR Department must still receive duplicate statements and confirmations directly from the broker for each of these types of accounts.

For a list of Approved Brokers see Appendix 2 – Approved Brokers List. For a summary of account disclosure requirements see Appendix 3 – Investment Account Disclosure. For a summary of pre-clearance requirements see Appendix 4 – Reportable Securities.

Managed Accounts

Access Persons may open and maintain Managed Accounts with Approved Brokers. With the exception of IPOs and Limited Offerings, the requirements listed below under Personal Trading Requirements and Restrictions do not apply to Managed Accounts. Participation in an IPO or a private placement in a Managed Account still requires prior approval of the CCO or his/her designee.

Managed Accounts require the following:

 

   

They must be approved by the LCR Department prior to trading or on the next quarterly certification, whichever is sooner;

 

   

At the end of each quarter, all employees must certify that all Managed Accounts have been disclosed and verify all transactions are correctly reflected in MCO;

 

   

The employee must certify and the LCR Department must be able to independently verify that the account is truly discretionary;

 

   

The broker must provide to the Compliance Department duplicate confirmations or an electronic data feed of each transaction in the account;

 

   

Access Persons may not exercise any direct or indirect influence or control over the transactions; and

 

   

Access Persons must certify quarterly that they had no direct or indirect influence or control over any transactions that occurred in their Managed Accounts.

Failure to adhere to these requirements could lead to disciplinary actions and penalties up to and including termination.

Personal Accounts

Access Persons may open and maintain Personal Accounts with brokers on the Approved Brokers List. All requirements listed below under Personal Trading Requirements and Restrictions apply to Personal Accounts.

Personal Accounts require the following:

 

   

They must be approved by the LCR Department prior to trading or on the next quarterly certification, whichever is sooner;

 

   

At the end of each quarter, all employees must certify that all Personal Accounts have been disclosed and verify all Personal Trades or transactions are correctly reflected in MCO.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Access Persons acknowledge and agree that Victory Capital may request and obtain information regarding Personal Accounts from broker-dealers. Victory Capital may use personal information, including name, address and social security numbers, to identify and verify employee accounts.

 

  B.

Employee Investment Account Reporting

Investment Account Disclosure

All Personal Accounts and Managed Accounts must be disclosed to and approved by the LCR Department prior to trading or on the next quarterly certification, whichever is sooner. New Hires may not trade in their existing accounts until they have been disclosed and approved by the LCR Department. By regulation, such disclosure must take place within 10 days of hire. Failure to comply may result in sanctions imposed by the Victory Capital Compliance Committee and/or Board of Directors.

Initial Holdings Report/Annual Holdings Report

No Personal Trading will be authorized before the LCR Department has received a completed Initial Holdings Report as part of the new hire on-boarding process. Any exceptions must be approved by the CCO. The Initial Holdings Report must be submitted to the Compliance Department within ten (10) calendar days of becoming an Access Person. All Access Persons must submit a similar report annually to the Compliance Department. These reports must include the following information:

 

   

The date when the individual became an Access Person (Initial Holdings Report only);

 

   

The name of each Personal Account in which any securities are or could be held in the Beneficial Interest of the Access Person, and the name of the broker-dealer or financial institution holding these accounts;

 

   

Current holdings in private placements (or non-public offering), including private equity, hedge funds or partnerships; and

 

   

Each Reportable Security or Reportable Fund in which the Access Person has a Beneficial Interest, including title, number of shares, and principal amount. Holdings information must be current as of 45 calendar days before the report is submitted.

Quarterly Securities Transaction Report

At the end of each quarter, every Access Person must verify his or her Personal Trades or transactions in Personal Accounts through MCO by submitting a Securities Transaction Report (“STR”) no later than 30 calendar days following the end of each calendar quarter (whether or not trades were made). The STR must include:

 

   

A description of any transaction in a Reportable Security or Reportable Fund effected during the preceding quarter, such as the date, number of shares, principal amount of securities involved, nature of the transaction (i.e., a buy or a sell), price, and the name of the broker-dealer or financial institution that effected the transaction; and

 

   

The name and number for any account established in the preceding quarter, including the name and address of the broker-dealer or financial institution where the account is held and the date it was created.

Certain transactions are exempt from the quarterly reporting requirement. See “Summary of Pre-clearance Requirements” in Appendix 4 – Reportable Securities for more information.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

  C.

Personal Trading Requirements and Restrictions

Prohibited Securities and Transactions

Commodities, currencies (including cryptocurrencies such as Bitcoin and Ethereum), futures, options, and selling securities short are prohibited in Personal Accounts.

Investments in companies under common control of VCH are also prohibited in Personal Accounts.

Pre-clearance Requirement

Transactions that require pre-clearance are listed in Appendix 4 – Reportable Securities.

For transactions that require preclearance, employees must obtain compliance approval prior to executing the transaction. Approval may only be requested by submitting a Personal Trade Pre-Clearance Request (“PTR”) in MCO. Compliance approval expires at the end of the trading day approval was provided (see exception granted to Covered Persons, as defined in VCH’s Insider Trading Policy).

In certain circumstances, an approved and executed Personal Trade may need to be broken or profits disgorged (e.g. a Blackout Period triggered by subsequent client trading).

Prohibition on Personal Trades Ahead of Client Pending Orders

Access Persons are prohibited from executing Personal Trades in securities where they are aware of any pending orders in such securities by any Franchise that, if executed, would trigger a Blackout Period, create a conflict, or disadvantage a client. Adherence to the above Pre-Clearance Requirement does not provide relief from this prohibition.

Franchise Blackout Period

The Franchise Blackout Period is triggered by all client trades within an employee’s specific Franchise. There are no exceptions to the Franchise Blackout period. Therefore, a Personal Trade by a Franchise employee in the same name as a client trade of that employee’s Franchise during a Blackout Period is strictly prohibited.

Solutions Team Blackout Period

The Solutions Team Blackout Period is triggered by all Solutions Platform client trades. Therefore, a Personal Trade by a Solutions Team member during a Blackout Period in the same name as a Solutions Platform client is generally prohibited. Personal Trades in De Minimis Securities by Solutions Team members are not subject to the Solutions Team Blackout Period. The CCO, or his/her designee, may determine that a non-volitional client trade (e.g. cash flow trading) did not trigger a Blackout Period. In such cases, Compliance will confirm that there are no other potential conflicts before approving the Personal Trade.

The CCO, or his/her designee, may extend the Solutions Team Blackout Period beyond 10 days and apply it to employees outside of the Solutions Team during rebalance periods.

Standard Blackout Period

For all other employees (e.g. support staff), the Standard Blackout Period is triggered by all client trades. Therefore, a Personal Trade by an employee during a Blackout Period in the same name as any client is generally prohibited. Personal Trades in De Minimis Securities are not subject to the Standard Blackout Period. The CCO, or his/her designee, may determine that a non-volitional client trade (e.g. cash flow trading) did not trigger a Blackout Period. In such cases, Compliance will confirm that there are no other potential conflicts before approving the Personal Trade. Additionally, in certain situations (e.g. shared office spaces), the CCO, or his/her designee, may apply the Standard Blackout Period to Franchise or Solutions employees.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Short-Term Holding Period

Personal Trading must be for investment purposes rather than for speculation. Access Persons may not purchase and sell or sell and purchase the same security within sixty (60) calendar days, calculated on a LIFO basis. This means each purchase will require you to hold your entire position in that security for 60 days. Similarly, this means each sale will require you not to purchase that name for 60 days. Excess profits (or losses avoided) as a result of violating this restriction may be subject to disgorgement. Access persons should carefully consider whether they have the conviction to hold an entire position or refrain from adding to a position for at least 60 days before engaging in buy or sell transactions. See exceptions related to trading in Victory Capital stock. The Short-Term Holding Period only applies to transactions that require pre-clearance.

The CCO, in his/her sole discretion, may approve exceptions to this requirement.

Maximum Allowable Trades

Access Persons are limited to 20 Personal Trades per calendar quarter across their Personal Accounts. A trade in the same security in multiple accounts on the same day will count as one trade. The CCO, in his/her sole discretion, may approve exceptions to this requirement.

Small Market Capitalization Securities

Victory Capital generally discourages Personal Trading in smaller market capitalization stocks (e.g. less than $1 billion), especially any “microcap stocks”, as these securities could lead to a potential conflict of interest if they are also purchased in client accounts. Personal Trading by members of a Franchise in common holdings with Victory Capital clients, especially in low volume or low market capitalization stocks, could lead to a potential conflict of interest and therefore may be prohibited.

IPO Rule

No Access Person may directly or indirectly acquire a Beneficial Interest in any securities offered in an IPO or in an Initial Coin Offering (ICO), in a Personal Account or Managed Account, without prior approval of the CCO or his/her designee.

Limited Offerings (Private Placements)

No Access Person may acquire a Beneficial Interest in a private placement without the prior approval of the CCO or his/her designee. Prior approval is required whether investing directly or through a Personal Account or Managed Account. Private placements, such as investment in a private company, investments in a hedge fund or other private investment fund are reportable through the pre-clearance process. Subsequent capital contributions and full or partial redemptions must be pre-cleared through MCO.

Market Timing Mutual Fund Transactions

Access Persons shall not participate in any activity that may be construed as market timing of mutual funds. Specifically, no employee shall engage in excessive trading or market timing activities as described in each prospectus of a Proprietary Fund or Reportable Fund.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Trading in Victory Capital Stock

Victory Capital Stock (VCTR) is a Reportable Security under the Code and any transaction in VCTR in a Personal Account must be precleared. Victory employees may be eligible for certain benefits related to VCTR, such as participation in the ESPP and grants of stock options or restricted stock. Certain transactions related to these benefits will require pre-clearance. For a summary of pre-clearance requirements for VCTR see Pre-Clearance Requirements for Victory Capital Stock under Appendix 4 – Reportable Securities. If an employee is uncertain whether a transaction requires pre-clearance, they should consult with the CCO or a member of the Compliance Department prior to trading.

VCTR transactions related to the above employee benefits will not trigger the Short-Term Holding Period in a Personal Account. Likewise, VCTR transactions in a Personal Account will not affect an employee’s ability to exercise such employee benefits.

Covered Persons, as defined in VCH’s Insider Trading Policy, will have 3 business days upon receipt of approval to effect transactions in VCTR.

 

  D.

Representations and Warranties

Each time an Access Person submits a PTR, that Access Person shall be deemed to make the following representations and warranties:

 

   

They are not in possession of any MNPI for the requested security;

 

   

They are not aware of any client trading in the same security during any Blackout Period to which the employee is subject

 

   

They have not traded the same position in the opposite direction, in the past 60 days (Mandatory Short-Term Holding Period);

 

  E.

Quarterly and Annual Certifications of Compliance

Each Access Person is required to certify quarterly that he or she has disclosed all reportable:

  1.

Gifts and entertainment;

 

  2.

Outside Business Activities;

 

  3.

Political activity and contributions;

 

  4.

All Personal Trading Accounts, including Managed Accounts; and

 

  5.

Personal Trades.

Each Access Person is required to certify annually to the following:

 

  1.

They have read, understand and complied with this Code and other related policies;

 

  2.

They have read, understand and complied with Victory Capital’s Corporate Information Protection and Technology Use Policy (A-8);

 

  3.

They have provided and verified all reportable holdings data; and

 

  4.

They have answered all additional questions and disclosures within Victory Capital’s Annual Code of Ethics Certification in an accurate and truthful manner.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

  F.

Review Procedures

The LCR Department will maintain review procedures consistent with this Code.

 

  G.

Recordkeeping

All Code of Ethics records will be maintained pursuant to the provisions of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. See Victory Capital’s Books and Records Policy (M-13) for more information.

 

  H.

Whistleblower Provisions

If an Access Person believes that there has been a violation of this Code, he or she must promptly notify the CCO or CLO or report anonymously to the Victory Capital Ethics telephone hotline at 800-584-9055. Access Persons are protected from retaliation for reporting violations of this Code. Retaliation or the threat of retaliation against an Access Person for reporting a violation constitutes a further violation of this Code and may lead to immediate suspension and further sanctions. See Victory Capital’s Whistleblower and Reporting Suspicious Activity Policy (F-8) for more information.

Victory Capital is also responsible for communicating the Affiliated Funds’ whistleblower procedures to our employees. The Affiliated Funds have implemented procedures for receiving anonymous reports of suspected or actual violations of Affiliated Funds’ policies and questionable accounting, internal accounting controls, or auditing matters. Call 866-844-3863 to initiate a report regarding an Affiliated Fund.

 

  I.

Confidentiality

All information obtained from any employee shall be kept in strict confidence, except when requested by the SEC or any other regulatory or self-regulatory organization, and may otherwise be disclosed to the extent required by law or regulation. Additionally, certain information may be provided to a broker-dealer, service provider or vendor, such as employee name, social security number and home address, in order to ascertain Personal Trading activity that is required to be disclosed by an Access Person.

 

  J.

Reporting to the Board of Directors of Affiliated Funds

At least annually, Victory Capital will provide the Board of Directors of Affiliated Funds with information regarding: 1) any Material Violations under this Code and any sanctions imposed as a response to such Material Violation; and 2) certification that Victory Capital has adopted procedures necessary to prevent Access Persons from violating this Code.

 

8.

CODE OF ETHICS VIOLATION GUIDELINES

Each Access Person is responsible for conducting his or her activities in accordance with this Code. Violations of the Code may result in applicable sanctions.

Sanctions may correlate to the severity of the violation and may take into consideration, among other things, such factors as the frequency and severity of any prior violations. The CCO may recommend escalation to the Victory Capital Board of Directors and Compliance Committee. When necessary, the Victory Capital Board of Directors may obtain input from the Compliance Committee and the CCO when determining whether such violation is a Material Violation.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

The CCO holds discretionary authority to revoke Personal Trading privileges for any length of time and also reserves the right to lift Personal Trading sanctions in response to market conditions. Additionally, the CCO or Compliance Committee may impose a monetary penalty for any violation. The CCO will report all warnings, violations and sanctions to the Compliance Committee.

 

Minor Violations    Potential Actions

•  Provided incorrect or incomplete account or trading information

 

•  Engaging in a pattern of discouraged or excessive trading

 

•  Trading without pre-clearance approval when trade would have normally been approved and additional violations did not occur

 

•  Failure to submit a complete or timely initial or annual holdings or securities transactions report

 

•  Failure to provide the Compliance Department a duplicate confirmation in a timely manner after request or notice by the Compliance Department

 

•  Failure to pre-clear properly an outside business activity prior to commencement of such activity

 

•  Failure to complete a quarterly or annual certification by due date

 

•  Failure to pre-clear an investment in a private placement that would have been approved

  

•  LCR Department may question employee and document response

 

•  1st violation within a 12-month period may result in a warning letter

 

•  CCO and Compliance Committee may be notified of all warnings and citations given to employees

 

•  Employee may be required to break a trade or disgorge profits from the trade

 

•  Any additional actions the CCO or LCR Department deem appropriate under the circumstances

Technical Violations    Potential Actions

•  Any pattern of a Minor Violation within a 12-month period may qualify as a Technical Violation

 

•  Failure to report a Personal Account

 

•  Trading without pre-clearance approval when trade would not have been approved

 

•  Trading without pre-clearance or supplied incorrect information, which may have resulted in additional violations

 

•  Failure to pre-clear any activity that would have been denied by the Compliance Department

 

•  Any willful violations of the Code, as determined by the CCO, to be more severe than a Minor Violation

  

•  LCR Department may question employee and document response

 

•  LCR Department may issue a warning letter

 

•  Compliance Committee may be notified

 

•  Human Resources may be notified

 

•  Employee may be required to break a trade or disgorge profits from the trade – any such profits will be collected by Victory Capital and donated to charity

 

•  Temporary ban from Personal Trading for no less than 30 calendar days

 

•  A fine may be imposed, as determined by the CCO on a case-by-case basis

 

•  Any other actions deemed appropriate by the CCO or the LCR Department

Repeat Technical Violations    Potential Actions

•  Any Technical Violation that is repeated at least two (2) times during a 12-month period

  

•  CCO may meet with employee’s direct manager to discuss violation

 

•  Human Resources may be notified

 

•  Employee may be required to break a trade or disgorge profits from the trade – any such profits will be collected by Victory Capital and donated to charity

 

•  Three (3) or more technical violations within a 12-month period may receive a citation letter, monetary fine and loss of Personal Trading privileges for no less than 90 calendar days

 

•  Any other actions deemed appropriate by the CCO or the LCR Department

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Material Violations / Fraudulent Actions    Potential Actions

•  Any Material Violation

  

•  Compliance Committee will review and recommend sanctions and penalties up to and including termination of employment

 

•  The Board of Directors and, when applicable, clients may be notified

 

•  Possible criminal sanctions imposed by regulatory authorities

 

•  A fine of $10,000 may be imposed by the Board of Directors

 

•  Any other actions deemed appropriate by the CCO, Compliance Committee or the Board of Directors

The Code of Ethics Violation Guidelines provides examples of potential Code violations and the actions that Victory Capital might take if employees are in violation of the Code; it is not intended to serve as an exhaustive list of potential Code violations or actions relating thereto. All findings of Code violations and any actions relating thereto will be made on a case-by-case basis. The CCO has discretion to interpret violations and impose various sanctions in response to such violations as deemed necessary.

Reconsideration

If an Access Person wishes to dispute a violation notice, he or she may submit a written explanation of the circumstances of the violation to the CCO. The CCO (and the CLO if escalation is deemed necessary) will review submissions on a case by case basis. The CCO and CLO are under no obligation to change any sanction that has been imposed.

 

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Victory Capital Management Inc. Code of Ethics

   January 1, 2021

 

Appendix 1 – Affiliated Funds, Proprietary Funds & Reportable Funds

As described in this Code, certain restrictions apply to trading in an Affiliated Fund, a Proprietary Fund and any fund sub-advised by Victory Capital. Please refer to the company’s intranet site “Under the wing” for a complete list or follow one of the links below.

Affiliated Funds

For the most up-to-date list of Affiliated Victory Funds, please visit www.vcm.com.

Proprietary Funds

Pre-clearance is required before trading in one of the following Proprietary Funds, which is a fund or product in which Victory Capital or its employees have an aggregate of 25% or more Beneficial Interest:

 

   

Victory Munder Small Cap Growth Fund (MASCX, MYSGX), managed by Munder Capital Management

 

   

Victory Munder Small Cap/Mid-Cap Blend (strategy), managed by Munder Capital Management

 

   

Victory Trivalent Emerging Markets Small Cap Fund (MAEMX, MYEMX), managed by Trivalent Investments

Sub-Advised Funds

Victory Capital acts as sub-adviser to a number of unaffiliated registered investment companies (mutual funds). Please refer to Victory Capital Management Inc.’s ADV filed with the SEC by searching for the firm name on https://www.adviserinfo.sec.gov. ADV Part 1 contains SECTION 5.G.(3), which lists “Advisers to Registered Investment Companies and Business Development Companies”. The name of the fund complex can be obtained by searching for the SEC File Number (under More Options) using EDGAR: https://www.sec.gov/edgar/searchedgar/companysearch.html. A complete list is also available on the company’s intranet site “Under the wing” under the compliance tab.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Appendix 2 – Approved Brokers List

You are allowed to open new or maintain existing personal or managed accounts at any of the brokers listed below. However, you may NOT begin trading in a brokerage account until it is reported in MCO and set up on our broker data feed. The approved brokers have been divided into tiers based on how responsive they typically are to our requests to add new accounts to the broker data feed.

Tier 1 Approved Brokers

These brokers provide enhanced broker data feed functionality and typically add new accounts to our broker data feed within 1 – 3 business days.

  1.

Charles Schwab

  2.

Fidelity Investments

  3.

Interactive Brokers

  4.

TD Ameritrade

Tier 2 Approved Brokers

These brokers may take longer than Tier 1 Approved Brokers, but they generally add new accounts to our broker data feed within 5 business days.

 

  1.

Ameriprise Financial Services

  2.

E*TRADE

  3.

Edward Jones

  4.

Merrill Lynch

  5.

UBS

  6.

Vanguard

Tier 3 Approved Brokers

These brokers may require you to sign a form before they will add a new account to our broker data feed, and/or typically take longer to update the feed once all their requirements are met – your ability to trade in a new account at these firms may be significantly delayed.

 

  1.

JP Morgan Chase

  2.

Morgan Stanley

  3.

Northern Trust

  4.

Raymond James

  5.

RBC

  6.

Wells Fargo

Approved Non-Brokers

The following types of accounts are typically not held through a traditional brokerage firm but are still allowed under the Code of Ethics – you may be required to manually report transactions effected in reportable securities within these types of accounts.

 

  1.

Employer Sponsored Retirement Plans

  2.

ESOP/ESPP

  3.

Direct Registration Service (DRS – i.e. Computershare, American Stock Transfer Company, etc.)

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Appendix 3 – Investment Account Disclosure

New Hires may not trade in their existing accounts until they have been disclosed and approved by the LCR Department. By regulation, such disclosure must take place within 10 days of hire. All new Personal Accounts and Managed Accounts must be reported to the LCR Department prior to trading or on the next quarterly certification, whichever is sooner.    Failure to comply may result in sanctions imposed by the Victory Capital Compliance Committee and/or Board of Directors.

The below chart summarizes certain account types and their disclosure requirements. If an employee has a beneficial interest in any account identified below, they must follow the disclosure requirements.    If an employee is uncertain whether an account should be disclosed or if they have a beneficial interest in an account not listed below, he or she should consult with the CCO or a member of the Compliance team.

 

Account Type

  

Initial Disclosure

  

Periodic Verification

All Personal Accounts    Yes    Yes
All Managed Accounts    Yes    Yes
Affiliated Fund Direct Accounts    Yes    Yes
401(k) if able to hold Reportable Securities    Yes    Yes
Security Lending Accounts    Yes    Yes
Margin Accounts    Yes    Yes
Investment Club Accounts    Yes    Yes
Private Placements    Yes    No
Unaffliated Open-end Mutual Fund Direct Accounts    No    No
Retirement accounts if unable to hold Reportable Securities    No    No
529 Plans    No    No
Bank accounts if unable to hold Reportable Securities    No    No
Donor Advised Fund (only pre-clear gift of stock to account)    No    No

Also see the Account Reporting Job Aid for more details.

 

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Appendix 4 – Reportable Securities

Personal Accounts generally require employees to pre-clear transactions by submitting PTRs through MCO. See Section VI: Personal Trading Requirements and Restrictions for more information.

Summary of Pre-clearance and Reporting Requirements

The below chart summarizes the pre-clearance and reporting requirements of certain security types. Additional details can be found in the Pre-Clearance Job Aid. If an employee is uncertain whether a transaction requires pre-clearance, he or she should consult with the CCO or a member of the Compliance team. For Victory Capital Stock, please refer to the Summary of Pre-Clearance Requirements for Victory Capital Stock provided in this Appendix.

 

Prohibited in Personal Accounts

Commodities

Futures

Options

Currencies, including digital currencies (e.g. Bitcoin)

Selling Securities Short

Companies under common control with VCH

Pre-clear in Managed Accounts and Personal Accounts

Initial Public Offerings (IPO)

Private placements

Pre-clear in Personal Accounts

Equities

Corporate, High-Yield, Convertible, International, and Municipal Bonds

Exchange-traded funds (ETFs), including Victory Capital ETFs

Exchange-traded notes (ETNs)

Closed-end funds

Mortgage-Backed Securities

Agency Securities (e.g. Fannie Mae, Freddie Mac etc.)

Trust preferred & traditional preferred securities

Any securities that are gifted or donated by an Access Person (e.g. direct to charity or to donor advised fund)

Unit investment trusts

Victory Proprietary Funds (MASCX, MYSGX, MAEMX, MYEMX)

Victory Capital 401(k) transactions greater than $100,000 in a Proprietary Fund

Reportable ONLY (pre-clearance NOT required)

Dividend Reinvestment Plans (DRIPs)

Victory or USAA Mutual Funds, unless it’s a Proprietary Fund

Variable insurance products only where Victory Capital serves as adviser or sub-adviser

Exempt Transactions (only the effect of these transactions will be captured as an update on the annual holdings certification)

Approved automatic or periodic investment plans

Dividend reinvestment transactions

Corporate action transactions (e.g., stock splits, rights offerings, mergers and acquisitions)

Security lending transactions

Exempt Securities not subject to the Code

Direct obligations of the U.S. government

Bankers’ acceptances, bank certificates of deposit and commercial paper

Investment grade, short-term debt instruments, including repurchase agreements

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Money market funds
Variable insurance products unless Victory Capital acts as adviser or sub-adviser
Unaffiliated open-end mutual funds
Investments in qualified tuition programs (“529 Plans”), including the USAA College Savings Plan
Physical commodity contracts

Summary of Pre-Clearance Requirements for Victory Capital Stock (ticker “VCTR”)

 

 
Common Stock (Class A Shares)  
Employee purchase or sale in any Personal Account (e.g. a brokerage account for the benefit of the employee or for the benefit of the employee’s Immediate Family)   Yes
Employee purchase or sale in a Managed Account approved by Compliance.   No
Employee Stock Purchase Plan (ESPP)  
Purchases made pursuant to Employee Stock Purchase Plan   No
Sales of shares acquired through the Employee Stock Purchase Plan   Yes
Options  
Sale of shares in the open market acquired through the exercise of any options   Yes
Cash Exercise - Employee pays the entire cost of the exercise.   No
Withhold Shares - Victory Capital withholds shares equal to the cost of the exercise.   No
Restricted Stock (Class B Shares)  
Selling restricted stock in the open market   Yes
Cash - Cash payment to cover vested shares tax liability   No
Net - Surrender shares to Victory Capital to cover vested shares tax liability   No
10b5-1 Trading Plan  
Officers of VCH required to make filings under Section 16 of the Securities and Exchange Act of 1934, as amended, conducting trades in accordance with an approved 10b5-1 Trading Plan.   No

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Appendix 5 – ETFs Eligible for De Minimis Transaction Exemption

Firm rades in the following ETFs will not trigger any Blackout Period due to their use as highly liquid cash management vehicles in various Victory Capital accounts.

 

Name

   Symbol   

CUSIP

iShares 7-10 Year Treasury Bond ETF

   IEF    464287440

iShares 20+ Year Treasury Bond ETF

   TLT    464287432

iShares Core MSCI EAFE ETF

   IEFA    46432F842

iShares Core MSCI Emerging Markets ETF

   IEMG    46434G103

iShares Core S&P 500 ETF

   IVV    464287200

iShares Core U.S. Aggregate Bond ETF

   AGG    464287226

iShares FTSE China 25 Index

   FXI    464287184

iShares iBoxx $ High Yield Corporate Bond

   HYG    464288513

iShares iBoxx $ Investment Grade Corporate Bond ETF

   LQD    464287242

iShares MSCI ACWI Index Fund

   ACWI    464288257

iShares MSCI China Index Fund

   MCHI    46429B671

iShares MSCI Emerging Index Fund ETF

   EEM    464287234

iShares MSCI EAFE Index Fund ETF

   EFA    464287465

iShares MSCI Japan Index Fund ETF

   EWJ    464286848

iShares MSCI India

   INDA    46429B598

iShares Russell 1000

   IWF    464287614

iShares Russell 2000 ETF

   IWM    464287655

iShares Russell 2000 Value

   IWN    464287630

iShares Russell Mid-Cap Value

   IWS    464287473

SPDR Bloomberg Barclays High Yield Bond ETF

   JNK    78468R622

SPDR S&P 500 ETF

   SPY    78462F103

SPDR S&P MidCap 400 ETF

   MDY    78467Y107

Vanguard FTSE All-World ex-US ETF

   VEU    922042775

Vanguard FTSE Developed Markets ETF

   VEA    921943858

Vanguard FTSE Emerging Markets ETF

   VWO    922042858

Vanguard FTSE Europe ETF

   VGK    922042874

Vanguard Mortgage-Backed Securities ETF

   VMBS    92206C771

Vanguard Real Estate ETF

   VNQ    922908553

Vanguard Short-Term Bond ETF

   BSV    921937827

Vanguard Short-Term Corporate Bond ETF

   VCSH    92206C409

Vanguard S&P 500 ETF

   VOO    922908363

Vanguard Total Bond Market ETF

   BND    921937835

Vanguard Total International Stock ETF

   VXUS    921909768

Vanguard Total Stock Market ETF

   VTI    922908769

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Supplement 1

RS Investments (Hong Kong) Limited

Code of Ethics Supplement (“Hong Kong Supplement”)

The following policies and procedures are in addition to, and supersede where relevant, the policies and procedures detailed in the Code.

I.    COMPLIANCE

General

Compliance with all regulatory requirements is of the utmost importance to RS Investments (Hong Kong) Limited (“RSHK”). All staff members of RSHK should read and understand the content of the Code and Victory Capital’s Compliance Manual (the “Compliance Manual”), and each staff member should also read and understand the content of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the “Code of Conduct”) and the Fund Manager Code of Conduct (the “FMCC”) issued by the Securities and Futures Commission (the “SFC”) where such staff member is licensed by the SFC. RSHK should at all times have at least one designated Compliance Officer. The Compliance Officer and the responsible officers who are ultimately responsible for seeking to ensure compliance by RSHK with all applicable regulatory requirements on a daily basis are identified in the RSHK Compliance Manual.

In addition, it is also the duty of all staff members of RSHK to comply with the contents of the Code and the Compliance Manual, and to observe all other regulatory requirements as applicable to them from time to time, in all their activities on behalf of RSHK. Failure to do so may result in disciplinary action.

II.    PROHIBITED CONDUCT

General

Every director, manager or any other person involved in the management of RSHK has a statutory obligation to take all reasonable measures from time to time to seek to ensure that proper safeguards exist to prevent RSHK from acting in a way which would result in RSHK perpetrating any market misconduct under the Securities and Futures Ordinance (the “SFO”).

Market Misconduct

“Market misconduct” under the SFO means:

 

  1.

Insider dealing

 

  2.

False trading

 

  3.

Price rigging

 

  4.

Disclosure of information about prohibited transactions

 

  5.

Disclosure of false or misleading information inducing transactions stock market manipulation; and

 

  6.

Includes attempting to engage in, or assisting, counseling or procuring another person to engage in any of the above activities

Insider Dealing

See Section IV – Policy Statement on Insider Trading for more information.

 

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False Trading

False trading attracts civil and criminal liabilities. In brief, false trading occurs when a person, in Hong Kong or elsewhere, engages in conduct intending that, or being reckless as to whether, it creates, or is likely to create, a false or misleading appearance of active trading in securities or futures contracts traded on a Hong Kong or overseas market. An on-market “wash sale” or “matched order” is presumed to create a false or misleading appearance of active trading.

Price Rigging

Price rigging attracts civil and criminal liabilities. In brief, price rigging occurs where a person, in Hong Kong or elsewhere engages, directly or indirectly, in:

 

  1.

A wash sale which maintains, increases, reduces, stabilizes or causes fluctuations in, the price of securities traded on a Hong Kong market; or

 

  2.

Any fictitious or artificial transaction or device, intending that, or being reckless as to whether, it maintains, increases, reduces, stabilizes or causes fluctuations in, the price of securities, or the price for dealing in futures contracts, traded on a Hong Kong market.

There will also be a breach where such activity is carried out in Hong Kong which affects shares and futures contracts that are traded on an overseas market.

Disclosure of Prohibited Transactions and Disclosure of False and Misleading Information

Disclosure of prohibited transactions and disclosure of false and misleading information inducing transactions attract civil and criminal liabilities. In brief, these occur when a person discloses, circulates or disseminates information:

 

  1.

To the effect that the price of securities of a corporation, or the price for dealings in futures contracts, will be maintained, reduced or stabilized because of a prohibited transaction; or

 

  2.

That is likely to induce a transaction in securities or futures contracts if the information is false or misleading.

Stock Market Manipulation

Stock market manipulation attracts civil and criminal liabilities under the laws of Hong Kong. It is prohibited when, in Hong Kong or elsewhere, a person enters into, directly or indirectly, two or more transactions in securities that by themselves or in conjunction with any other transaction increase reduce, maintain or stabilize the price of securities and with the effect of influencing the investment decisions of other persons.

Other Offenses

All Victory Capital employees, including the employees of RSHK, are prohibited from engaging in the Short-Selling of any securities, including “naked” or “uncovered,” Short-Selling on the SEHK. It is a criminal offence under the SFO for a person to sell securities at or through the SEHK unless at the time of the sale he (or his client, if he acts as an agent) has a presently exercisable and unconditional right to vest the securities in the purchaser of them, or believes and has reasonable grounds to believe that he (or his client, as the case may be) has such a right.

RSHK should also note that section 171 of the SFO imposes a duty to report Short-Selling transactions (which are covered) on both the seller (as a principal, whether he is a client or an intermediary) and the intermediary (as an agent). RSHK must also observe the Securities and Futures (Short-Selling and Securities Borrowing and Lending (Miscellaneous) Rules) and the SFC’s “Guidance Note on Short-Selling Reporting and Stock Lending Record Keeping Requirements” as applicable.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

RSHK and the employees of RSHK shall not make any unsolicited call (unless specifically allowed under s174 of the SFO or under the Securities and Futures (Unsolicited Calls – Exclusion) Rules in order to induce or attempt to induce another person to sell or purchase securities, futures contract or leveraged foreign exchange contract.

Other criminal offences under the SFO include:

 

  1.

Offence involving fraudulent or deceptive devices etc. in transactions in securities, futures contracts or leveraged foreign exchange trading;

 

  2.

Offence of disclosing false or misleading information inducing others to enter into leveraged foreign exchange contracts; and

 

  3.

Offence of falsely representing dealings in futures contracts on behalf of others, etc.

Other Misconduct

Prohibition on Shadowing

An employee is prohibited from replicating deliberately what the clients of RSHK trade for the purpose of making speculative profits or avoiding losses.

Prohibition on Churning or Twisting

RSHK is not permitted to generate high commission income by putting excessive orders through the client accounts.

Prohibition on Rat Trading

An employee is prohibited from rat trading, which covers deliberate trading to the disadvantage of the client. For example, a fund manager might execute a buy order and delay allocating it to the funds or accounts it manages. If the price moves up, he may allocate it to his own account or to a nominee account at the lower execution price. On the other hand, he may delay executing the order and, if the price moves down, buy it at the lower price for himself or herself and sell it to the fund or accounts that it manages.

 

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Victory Capital Management Inc. Code of Ethics    January 1, 2021

 

Supplement 2

RS Investment Management (Singapore) Pte. Ltd. (“RSIMS”)

Code of Ethics Supplement (“Singapore Supplement”)

The policies and procedures in this Singapore Supplement to the Code apply to Access Persons of RSIMS and are in addition to, and supplement, the policies and procedures detailed in the Code.

Matters set out in the relevant sections of this Singapore Supplement shall be read in conjunction, and as one, with the Code. To the extent there is any inconsistency between the Code and this Singapore Supplement, this Singapore Supplement shall prevail.

Short-Selling of Securities

All Victory Capital employees, including employees of RSIMS, are prohibited from Short-Selling any security.

Trading on Inside Information

In addition to the requirements set out in the Code, all employees of RSIMS and all members of their Immediate Family are required to comply with all applicable laws in Singapore in relation to any Securities Transactions. Such laws include but are not limited to Part XII (Market Conduct) of the Securities and Futures Act (Chapter 289 of Singapore) (“SFA”) which set out prohibitions against the following conduct:

 

   

False trading and market rigging transactions;

 

   

Securities market manipulation and manipulation of prices of futures contracts and cornering;

 

   

The making of false or misleading statements or the dissemination of information that is false or misleading;

 

   

Fraudulently inducing persons to deal in securities or trade in futures contracts;

 

   

Employment of fraudulent or deceptive devices, or manipulative and deceptive devices;

 

   

Bucketing; and

 

   

Insider trading and tipping off.

Reporting Requirements

In addition to the Personal Account and Personal Trading requirements and restrictions set out in the Code, each employee of RSIMS who acts as a representative of RSIMS in RSIMS’ capacity as the holder of a capital markets services license issued pursuant to the SFA for fund management (each a “Relevant Access Person”) is required to maintain a register of his or her interests in securities (as such term is defined in section 2(1) of the SFA, the relevant extract of which is set out in the Appendix) that are listed for quotation, or quoted, on a securities exchange or recognized market operator in the prescribed Form 15 to the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg 10).

Within 7 days after the date he or she acquires the interest in the relevant securities, each Relevant Access Person shall be required to enter into his or her register:

 

  1.

Particulars of securities in which such Relevant Access Person has any interest; and

 

  2.

Particulars of such interests.

Where there is any change in any interest in the securities of such Relevant Access Person, he or she shall enter particulars of the change (including the date of the change and the circumstances by reason of which the change has occurred), within 7 days after the date of the change.

All entries in the register must be kept in an easily accessible form for a period of not less than 5 years after the date on which such entry was first made.    The register shall:

 

  1.

If in physical form, be kept at RSIMS’s principal place of business in Singapore; or

 

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  2.

If in electronic form, be kept in such manner so as to ensure that full access to the register may be gained by the Monetary Authority of Singapore (“MAS”) at RSIMS’s principal place of business in Singapore.

RSIMS is required to maintain records of the place at which the Relevant Access Persons keep their respective registers and the places at which copies of those registers are kept in Singapore. As a separate matter, RSIMS is also required to maintain a Form 15 in relation to RSIMS’ own interests in the relevant Securities.

 

                Copyright © 2021, Victory Capital Management Inc.    Page xi of xii

Code of Ethics

 

In accordance with Rule 204A-1 of the Investment Advisers Act of 1940 and with Rule 17j-1 of the Investment Company Act of 1940, as amended, Westfield Capital Management Company, L.P. (“Westfield”) has developed and implemented this Code of Ethics (the “Code”) to set forth standards for business conduct and personal activities. The Code serves many purposes. Among them are to:

 

   

educate employees of Westfield’s expectations and the laws governing their conduct;

 

   

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

 

   

protect the reputation of Westfield;

 

   

guard against violations of securities laws;

 

   

protect Westfield’s clients by deterring misconduct; and

 

   

establish procedures for employees to follow so Westfield can assess whether employees are complying with our ethical principles.

Key terms used throughout this Code are defined in Appendix A.

Persons Covered by the Code

All permanent Westfield employees are covered under the Code. All employees are deemed an “Access Person”. Compliance will deem an Access Person also as an “Investment Person” if the person makes or participates in making investment recommendations for client accounts. Investment Persons may be required to provide additional information for certain personal activities and may be subject to additional transactional restrictions than non-Investment Persons. At any time, employees may check their status by contacting Compliance.

Temporary employees may be subject to either all or certain provisions within the Code. Compliance may also deem a temporary employee an Access Person.

Waivers to Code

The Chief Compliance Officer (the “CCO”) and the Compliance Officer (the “CO”) have the authority to grant written waivers of the provisions of this Code in appropriate instances. However, Westfield expects that waivers will be granted only in rare instances. Compliance will document any waivers granted. No waivers shall be granted on any provisions of the Code that are mandated by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Ethical Principles

As a fiduciary for its clients, Westfield owes its clients the utmost duty of loyalty, good faith, and fair dealing. As an employee of Westfield, you are obligated to uphold these important duties. Westfield expects every employee to uphold these principles when acting on behalf of the firm or in any capacity that may affect the firm’s advisory business.    

 

   

Employees must act with honesty, integrity, and professionalism in all aspects of our business.

 

   

Employees are to place the interests of Westfield’s clients first, at all times.

 

   

Employees must not take advantage of their positions or of investment opportunities that would otherwise be available for Westfield’s clients.

 

   

Employees must treat all information concerning clients (e.g., trading, holdings, investment recommendations, and financial situations) confidential.

 

   

Employees must exercise independent, unbiased judgment in the investment decision-making process.

Standards of Business Conduct

The following standards govern all conduct, whether or not the conduct is covered by more specific provisions in the Code or other Westfield policies.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

   

Employees must comply with applicable federal securities laws.

 

   

Employees must not:

 

   

Defraud any Westfield client in any manner.

 

   

Mislead any client, including making a statement that omits material facts or passing along information that is baseless or suspected to be untrue.

 

   

Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client (e.g., creating the false appearance of active trading in client accounts).

 

   

Engage in any manipulative practice with respect to any client.

 

   

Engage in any manipulative practice with respect to securities, including price or market manipulation. This includes rumor mongering, which is illegal and can lead to allegations of market manipulation.

 

   

Employees are prohibited from inappropriately favoring the interests of one client over another as it would constitute a breach of fiduciary duty.

 

   

Employees must not use for their own direct or indirect benefit (or the benefit of anyone other than Westfield’s clients) information about: (a)Westfield’s trading or investment recommendations for client accounts, (b) our relationships with our clients, or (c) our relationships with the brokerage community. Personal securities transactions must be conducted in accordance with applicable provisions in the Code.

 

   

Employees must comply with the spirit and letter of the Code and other internal policies. Technical compliance with the requirements in the Code or other policies does not insulate you from scrutiny for any actions that can create the appearance of a violation or the appearance that you are circumventing the rules.

 

   

Employees must avoid any actual or potential conflicts of interest with Westfield’s clients. Employees will be required to complete certifications or questionnaires on such matters. It is the employee’s responsibility to promptly notify Compliance of any changes to their responses.

 

   

Employees must ensure that any personal activities (e.g., personal trading) conducted during work hours do not interfere (or appears to interfere) with their daily work.

 

   

Employees must disclose any family members who have senior level positions at public or private companies.

 

   

Employees must not accept from or give to clients or other business contacts any gifts or business entertainment that would present an actual or potential conflict of interest or would be viewed as improper. (See Westfield’s policy on Gifts and Business Entertainment)

 

   

Employees may not recommend, implement, or consider any securities transaction for client accounts without having disclosed any material business or personal relationship (e.g., family member is a senior employee) with or beneficial ownership or other material interest in the issuer or its affiliates, to Compliance. If Compliance deems the disclosed interest to present a material conflict, the employee may not participate in any decision-making process regarding that issuer.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

   

Employees must act in the best interest of Westfield’s clients regarding execution and other costs paid by clients for brokerage services. This includes disclosing to Compliance any personal investment in any business or personal (e.g., family member) relationship with brokers utilized by Westfield for client transactions or research services. All employees must strictly adhere to Westfield’s policies and procedures regarding brokerage services, including those on best execution, research services, and directed brokerage.

 

   

Employees must disclose to Compliance any personal investments or other interests in third party service providers if the employees negotiate or make decisions on behalf of the firm with such third party service providers. If any employee has such an interest, Compliance may prohibit the person from negotiating or making decisions regarding Westfield’s business with those companies.

 

   

Employees are prohibited from making referrals to clients (e.g., attorneys, accountants) if the employee will benefit in any way.

Reporting Unethical or Illegal Behavior

If at any time an employee has knowledge of any behavior that might be viewed as unethical, illegal or in violation of internal policies, the employee must report such behavior immediately.

How to Report. To promote employee reporting, while protecting the employee and maintaining their identity in confidence, Westfield offers different methods for reporting.

 

   

Contact the CCO and/or CO

Employees may report actual or suspected violations by contacting the CCO and/or the CO directly (or the Chief Executive Officer if the suspected violation is by the CCO). Employees are not required to report such matters to their managers before contacting the CCO and/or the CO.

 

   

Report through Schwab Compliance Technologies

Reports can be submitted through Schwab Compliance Technologies (https://client.schwabct.com) by clicking on Confidential Reporting Form (Whistleblower). Such reports are accessible by the CCO only. All reports are anonymous. If suspected violation is by the CCO, employees should contact the CEO directly and not submit a report through the system.

What to Report. Employees should report any: a) noncompliance with applicable laws, rules and regulations, or internal policies such as the Code; b) fraud or illegal acts involving any aspect of the firm’s business; c) material misstatements in regulatory filings, internal books and records, client records or reports, and financial statements; d) activity that is harmful to clients; and e) material deviations from required controls and procedures that safeguard clients and the firm.

Usage of Information Provided. The CCO will take the steps deemed necessary under the circumstances to investigate relevant facts surrounding the information provided, and to take any appropriate corrective measures. Reporting employees typically will not be notified of any actions the firm is taking in response to their comments.

Guidance. Employees are encouraged to seek guidance from the CCO and/or the CO with respect to any violation and to refrain from any action or transaction that might lead to the appearance of a violation.

Confidentiality. Any report created shall be treated confidentially. Best efforts will be used to ensure that specific details of the report cannot be used to identify the reporting employee.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Retaliation. No employee who in good faith reports a suspected unethical or illegal business practice will be subject to retaliation or discipline for having done so, even if such reports ultimately establish that no violation had occurred.

SEC Whistleblower Program

Westfield encourages employees to report unethical or illegal behavior to the firm first, but employees also have an option of directly reporting actual or suspected violations to the SEC’s Whistleblower Office. The SEC offers awards and incentives to individuals who voluntarily provide original information that leads to a successful enforcement. There are very specific criteria and procedures that apply when making such a report to the SEC. Regardless of the employee’s reporting method, Westfield will utilize the framework described directly above with regards to reported information.

The SEC encourages individuals to submit information in writing by filling out their questionnaire at https://denebleo.sec.gov/TCRExternal/disclaimer.xhtml. Alternatively, you may submit information by mail to the Office of the Whistleblower at 100 F Street, NE, Mail Stop 5971, Washington, D.C. 20549 or by fax to (703) 813-9322.

Employees have the option to directly report actual or suspected violations to the SEC during and after their employment with Westfield.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Personal Trading

(All references to Access Persons in this section include family members.)

Preclearance Requirement

Access Persons must obtain approval from Compliance prior to entering into any personal securities transactions in a Covered Security for a Covered Account, as defined in Appendix A. Written approval must be received prior to executing any personal security transaction.

With limited exceptions, approvals are valid until 4:00pm on the day they were granted. Approvals for certain transactions (e.g., private offering of securities) may be extended with the CCO’s or the CO’s permission. In such instances, the approval is valid until either the transaction is executed or revoked by Compliance. Access Persons are responsible for notifying Compliance when the transaction has been either completed or cancelled.

Because Westfield primarily supervises domestic growth equities, certain transactions and securities pose minimal conflicts with our clients. As such, the following securities also are exempt from the preclearance requirement. (Reporting requirements still apply). If a security or transaction is not listed directly below or excluded from the Covered Security definition in Appendix A, then it must be precleared.

 

   

ETFs and ETNs that are not short the market, a sector, industry, etc.

 

   

Closed-end mutual funds

 

   

Gifting or transferring shares from one account to another

 

   

Municipal bonds

Submitting Preclearance Requests

Preclearance requests for securities transactions should be submitted through the online personal transactions system, Schwab Compliance Technologies (the “personal trading system”). Compliance will set up each Access Person in the system and provide training. It is important that Access Persons not share their passwords with anyone as they are responsible for the information created, modified, and deleted from the system under their login information.

Should an Access Person wish to make a personal security transaction but does not have access to the system, the person must contact a senior member of Compliance for preclearance of the transaction. Compliance will enter the transaction into the system, which will send an approval or denial, via email, to the requestor. It is the Access Person’s responsibility to ensure that the trade information contained in the email confirmation is complete and accurate (i.e., transaction type, shares requested, brokerage account, and security name) prior to entering into the transaction.

Private Offerings

Any requests to enter into private offerings of securities must be first discussed with a senior member of Compliance. At a minimum, Compliance will request a copy of the offering documents, if applicable and available, in order to obtain the security/issuer name, investment amount, and target investment date. If the offering documents are not available, Compliance will accept a written confirmation from the company. Written confirmation should include the security name, investment amount and target investment date. If the transaction is approved, Compliance will set up the security in the personal trading system, and the employee may then submit the preclearance request. Access Persons must receive a written approval (either from the personal trading system or an email from Compliance) before entering into the transaction.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Reviewing Preclearance Requests

Preclearance requests are not reviewed until after 9:30am. Preclearance requests submitted prior to 9:30am will be placed in pending status. Preclearance requests that go into pending after 3:00pm will be reviewed on a best efforts basis. If a response is not received by 4:00pm, Access Persons are not permitted to enter into the trade and must re-enter the preclearance request the following day. Employee must ensure to cancel all limit orders that are not fully executed by 4:00pm each day.

Compliance has full authority to:

 

   

revoke a preclearance any time after it is granted;

 

   

require an Access Person to close out or reverse a transaction; and

 

   

not provide an explanation for a preclearance denial or revocation, especially when the reasons are confidential in nature.

Restrictions to Personal Securities Transactions

The following restrictions and limitations have been placed on personal securities transactions to address actual or possible conflicts arising from personal trading activities.

 

   

Material, Non-public Information. Access Persons who possess or have been made aware of material, non-public information regarding a security, or the issuer of a security may not engage in any transaction of such security or related security. (See Westfield’s policy on Insider Trading.)

 

   

Market Manipulation. Access Persons may not engage in any transactions intended to raise, lower, or maintain the price of any security.

 

   

Market Timing and Excessive Trading. Access Persons must not engage in excessive trading or market timing activities with respect to any mutual fund. When placing trades in any mutual fund, whether the trade is placed directly in a personal account, 401(k) account, deferred compensation account, account held with an intermediary or any other account, Access Persons must comply with the rules set forth in the fund’s prospectus and SAI regarding the frequency and timing of such trades.

 

   

Transactions with Clients. Access Persons are prohibited from knowingly selling to, or purchasing from, a client any security or other property, except publicly–traded securities issued by such client.

 

   

Transactions Likely to Raise Conflicts with Duties to Clients. Access Persons may not enter into any transactions that: a) may have a negative impact on their attention to their responsibilities to the firm or our clients (e.g., trading frequently in personal accounts), or b) overextend their financial resources or commit them to financial liability that they are unable to meet.

 

   

Derivatives, Warrants and Rights. Access Persons are prohibited from trading options, forwards, swaps, warrants, rights and any other similar security in their Covered Accounts.

 

   

Private and Limited Offerings (e.g., IPOs). Typically, if client accounts are participating in a private or limited offering, Access Persons may not participate in the same offering. With prior approval from the CCO and/or CO, Access Persons may participate alongside client accounts, but the client’s interest will always come first. This includes Access Persons invested in Westfield’s LPs (e.g., Micro-Cap Fund).

 

   

Short Selling and Short ETFs/ETNs. Access Persons are prohibited from short selling securities in their Covered Accounts. This applies to ETFs/ETNs that are short the market, a sector, industry, etc.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

   

30-Day Holding Period. Covered Security investments made in Covered Accounts must be held for a minimum period of 30 calendar days after purchase (day one starts one day after trade date). ETFs and ETNs are not subject to the 30-day holding period.

Investment Team Sales in Covered Securities

All analysts (defined as sector and research analysts) that own securities in their covered accounts that overlap with their sector universe and are owned in a Westfield strategy managed by Westfield’s Investment Committee must hold such security or securities until they have been fully liquidated from all strategies. Once the security is fully liquidated, the analyst may sell their personal shares 5 business days following the last client sale.

All individual portfolio managers that own securities in their covered accounts that overlap with the individual portfolios that they manage, must hold such security or securities until they have been fully liquidated from all client accounts under their management. Once the security is fully liquidated; the portfolio manager may sell their personal shares 5 business days following the last client sale.

The above restrictions do not apply to securities that are held due to client restrictions (e.g., tax considerations, retention for proxy voting, etc.). Any exceptions must be approved by the CCO and/or the CO. Analysts may continue to trim and/or sell securities for their covered accounts that are not in their sector universe. Portfolio managers may continue to trim/sell securities for their covered accounts that are not held in the portfolios they manage. Any trims/sales will still follow the above personal securities transaction restrictions, front running and blackout periods as applicable.

Front Running and Blackout Periods

Front running is an illegal practice. Access Persons should not enter into a personal security transaction when the Access Person knows, or has reason to believe, that the security or related security: a) has recently been acted upon, b) may in the near future be recommended for action, or c) may in the near future be acted upon by the firm for client accounts.

 

   

For Covered Securities that have been traded in client accounts, the blackout period begins five business days before the client trade and ends five business days after the last client trade. If the Covered Security was traded for reasons outside of an investment recommendation (e.g., cash flow, rebalancing/dispersion, etc.), the blackout period begins when the trades are placed on the blotter and ends when the trades have been completed.

 

   

For Covered Securities that have been recommended or are “under consideration,” the blackout period begins five business days before the day a security was recommended or placed under consideration and typically ends five business days thereafter. Some securities may remain on the restricted list for longer periods of time. Compliance has full discretion to decide whether a security is restricted and for how long.

 

   

ETFs and ETNs are not subject to the blackout periods discussed in this section.

New Employees

All new employees will be required to be in compliance with Westfield’s Code within 10 calendar days from their date of hire (e.g., must cover short positions). New employees may also be allowed to continue to hold put and/or call options until they expire. Compliance will review these on a case by case basis.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

New investment team employees will be allowed 10 calendar days to trim/liquidate securities within their sector universe that overlap with a strategy managed by Westfield’s Investment Committee. However, all other provisions within the Code must be followed (e.g., must follow preclearance requirements, blackout periods apply).

Initial 401(k) allocations, including open-end mutual Funds sub-advised or advised by Westfield do not require preclearance.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Reporting Requirements for Personal Securities Transactions

Unless noted in Exemptions in this section, Access Persons must file the reports described below, even if the person has had no holdings, transactions or accounts to list in the reports.

Reports are submitted through the personal trading system, which will track the dates and times of submissions. All submissions will remain confidential and will not be accessible by anyone other than Compliance and to the extent necessary to implement and enforce the provisions of the Code or to comply with regulatory or legal requirements.

Access Persons are responsible for reviewing and verifying the information on all of their reports prior to submission. You must promptly speak with Compliance about any errors, omissions or discrepancies on these reports before they are submitted.

Initial and Annual Holdings Reports. Access Persons must submit a report of their holdings in Covered Securities within 10 days after the day they become an Access Person and on an annual basis thereafter. Initial holdings information should be current as of a date no more than 45 days prior to the employee’s date of becoming an Access Person. Annual holding reports should be as of December 31st and submitted within 30 days after the calendar year end. For each holding, Access Persons must provide: 1) the title and type of security, 2) as applicable, the exchange ticker symbol or cusip number, 3) the number of shares and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership, 4) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit, and 5) the date the access person submits the report.

Quarterly Transaction Reports. Access Persons are required to report Covered Securities transactions for the most recent calendar quarter. Each transaction should indicate: 1) 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, 2) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), 3) the price of the security at which the transaction was effected, 4) the name of broker, dealer or bank with or through which the transaction was effected, and 5) the date the access person submits the report. Quarterly transaction reports are due within 30 days after the calendar quarter end.

Initial Investment Account Reports. Access Persons must submit brokerage statements for all accounts held for their direct or indirect benefit within 10 days after the day they become an Access Person. Compliance will review these statements and determine if the accounts would fall under ongoing reporting requirements (i.e., a Covered Account). Statements should be dated no later than 45 days prior to the employee becoming an Access Person.

Quarterly Investment Account Reports. Access Persons must certify to a list of their Covered Accounts (as defined in Appendix A). Quarterly account reports are due within 30 days after the calendar quarter end.

Access Persons must notify Compliance of any new and closed Covered Accounts as soon as reasonably possible. Closed accounts will remain active in the personal trading system and will be subject to applicable reporting requirements described above, unless Compliance has been notified otherwise.

Duplicate Statements or Confirms. Duplicate copies of personal transaction confirmations or account statements are required for Covered Accounts. Copies of such documents must be sent directly to Compliance or through an electronic feed into the personal trading system. Employees with accounts set up to receive electronic feeds in the personal trading system are not required to provide paper copies of confirmations or statements as transactions and positions directly feed into the system. If Compliance does not receive the appropriate electronic data or duplicate confirmations and statements, Compliance will request the documents from the Access Person. This requirement does not satisfy the quarterly or annual reporting requirements outlined above.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Private Investments. A confirmation of the investment with the invested dollar amount must be submitted to Compliance promptly after the investment is made.

Exemptions

The following transactions are exempt from the preclearance and/or reporting requirements discussed previously. Access Persons should be reminded that these exemptions do not absolve them from violations of other Westfield policies, applicable laws and regulations, as well as the spirit of the Code.

 

   

No Knowledge or Control. Transactions where the Access Person has no influence, control or knowledge are exempt from preclearance (e.g., corporate or broker actions).

 

   

Subject to Compliance approval, Access Persons can omit any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control.

 

   

Managed Accounts. Transactions effected in accounts managed by an external financial adviser are exempt from preclearance and reporting requirements. Access Persons may speak to their adviser about their financial goals and objectives, but they are not permitted to consult with their adviser (or be consulted) on any specific security transactions. To qualify for this exemption, Access Persons must:

 

   

Have their financial adviser provide an initial written certification to Westfield on the arrangement and/or provide a copy of the managed account agreement with their financial adviser.

 

   

Complete certifications quarterly regarding their influence or control over these accounts.

 

   

Annually have their financial adviser provide a written certification to Westfield that they did not consult with their adviser on any specific security transactions and that the adviser did not consult with them on any specific security transactions.

 

   

If requested, provide Compliance with copies of holdings and/or transactions made in their account(s).

 

   

529 Plans or College Savings Plans. Transactions in 529 Plans or college savings plans are exempt from preclearance and reporting requirements. (Does not apply to Coverdell ESAs that are invested in Covered Securities.)

 

   

Automatic Investment Plans. Transactions effected pursuant to an automatic investment plan are exempt from preclearance and reporting requirements.

 

   

Prior Employer’s Profit Sharing or Retirement Plans. Transactions executed in a prior employer’s profit sharing or retirement plan are exempt from preclearance and reporting. This exemption does not apply to transactions in reportable securities or to any discretionary brokerage account option that may be available from a former employer. Such transactions/accounts are subject to preclearance and reporting requirements.

 

   

Other. Transactions in securities determined by Compliance to present a low potential for impropriety or the appearance of impropriety may be exempt from transactional restrictions and preclearance/reporting requirements. Compliance will review these on a case-by-case basis.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Administration

Approval and Distribution

Compliance will distribute the Code (either as a stand-alone document or as part of the firm’s Compliance Manual) to all employees during the first week of hire and at least annually thereafter. Employees are required to acknowledge their having received, read, and complied with the Code.

Material amendments or material revisions made to this Code will be approved by the CCO and the Management Committee. Upon approval, the Code will be distributed to all employees shortly thereafter. Immaterial amendments do not require Management Committee approval and will be distributed either with material amendments or during the annual distribution period. Employees may be required to complete appropriate acknowledgements after distribution.

Training and Education

Compliance is responsible for coordinating the training and education of employees regarding the Code. All newly hired employees are required to complete a compliance overview session that includes a review of the Code. They also are required to acknowledge that they have attended the new employee training and have received a copy of the Code (as part of the firm’s Compliance Manual). Temporary or contract employees will be required to sign a confidentiality agreement and attend a compliance overview session.

Employees are required to attend all training sessions and read any applicable materials that Compliance deems appropriate. On occasion, it may be necessary for certain departments or individuals to receive additional training. Should this be the case, a member of Compliance will coordinate with the appropriate department managers to discuss particular topics and concerns to address at the training session.

Personal Transactions Monitoring

On at least a quarterly basis, a member of Compliance will review and monitor required reports for conformity with all applicable provisions outlined in the personal trading section. Each member of the Compliance Department will review and monitor each other’s reports as required by the Code.

Annual Review of Code

The CCO and/or the CO will review, at least annually, the adequacy of the Code and the effectiveness of its implementation. Such results are usually recorded in the firm’s annual testing program.

Reports to Management Committee

At least annually, the CCO will report material Code matters to Westfield’s Management Committee. On occasion, the CCO will also report immaterial items to the Management Committee in order to keep them informed of Code matters.

Recordkeeping Requirements

Westfield will maintain the following records in a readily accessible place for a period of not less than seven years.

 

   

A copy of each Code that is in effect, or at any time within the past seven years;

 

   

A record of any violation of the Code, and of any action taken as a result of the violation, for seven years after the end of the fiscal year in which the violation occurred;

 

   

A copy of each report and acknowledgement made under the Code for the past seven years after the end of the fiscal year in which the report is made or information is provided;

 

   

A list of names of persons, currently or within the past seven years, who are or were Access Persons or Investment Persons;

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

   

A record of any decision, and the reasons supporting the decision, for approving the acquisition of IPOs and limited offerings for at least seven years after the end of the fiscal year in which the approval was granted; and

 

   

A record of any granted waivers or exceptions, and supporting reasons, to any provisions of the Code.

Violations and Sanctions

Westfield treats violations of the Code (including violations of the spirit of the Code) very seriously. If an employee violates either the letter or the spirit of this Code, Westfield may impose disciplinary actions or fines, or it may make a civil or criminal referral to appropriate regulatory entities (Refer to Appendix B for the sanctions table). Code violations become a part of the employee’s employment history at Westfield. Multiple violations within a 12-month period will be reported to Human Resources and appropriate supervisors or managers. Employees should always consult with the CCO and/or the CO if they are in doubt of any of the requirements or restrictions in the Code.

A senior member of Compliance will notify employees of any discrepancy between their personal activities and the rules outlined in this Code. Each violation and the circumstances surrounding each violation will be reviewed by a senior member of Compliance. Based on the review, a senior member of Compliance will determine whether the policies established in this Code have been violated, and whether any action should be taken. The CCO and/or the CO will determine appropriate sanctions (in accordance with Westfield’s sanctions guidelines). Once the sanction has been approved, Compliance will notify the employee. Compliance has the discretion of reporting material Code matters to the Operations & Risk Management Committee and/or the Management Committee.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Appendix A: Glossary of Terms

Access Person is any Westfield employee or non-employee who meets at least one of the following conditions:

 

   

is an officer, director, or partner

 

   

has access to nonpublic information about client purchases or sales of securities

 

   

makes or participates in making investment recommendations to clients

 

   

has access to client investment recommendations that are non-public

 

   

has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds

Beneficial Interest generally refers to the opportunity, directly or indirectly, to profit or share in any profit.

Business Day refers to every official Westfield working day of the week.

Client Account refers to any account over which Westfield has been granted authority to purchase and/or sell securities on the client’s behalf.

Covered Account refers to any investment account over which an Access Person:

 

  a.

has direct or indirect beneficial interest; or

 

  b.

exercises investment control, meaning he or she actually provides input into or makes the security buy and/or sell decisions for the account. The account does not need to be in an Access Person’s name; if an Access Person has either joint or sole investment control over an account, it may be considered a Covered Account.

Covered Security refers to any security or fund that does not fall under one of the following exceptions:

 

   

Direct obligations of the Government of the United States (e.g., treasury bills, treasury bonds, U.S. savings bonds);

 

   

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

 

   

Shares issued by money market funds;

 

   

Shares issued by open-end mutual funds that are not sub-advised or advised by Westfield;

 

   

Shares issued by unit investment trusts (“UITs”) that are invested exclusively in one or more open-end mutual funds, none of which are sub-advised or advised by Westfield.

Employee means all Westfield personnel who are not hired on a temporary or contract basis.

Family member refers to a spouse, children, step-children, grandchildren, parents, step-parents, grandparents, domestic partners, siblings, parents-in-law, children-in-law, as well as adoptive relationships sharing the same household.

Investment Person means any Access Person who makes or participates in making investment recommendations for client accounts.

Reportable Fund means any pooled fund, regardless of whether it is offered publicly or privately, for which Westfield serves as adviser or sub-adviser. This includes Westfield limited partnerships.

Short Selling means selling a security that is not owned in the account.

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Appendix B: Sanctions Guidelines

Sanctions can be more or less than what is indicated in the table below. Sanctions such as disgorgement of profits (gross of any taxes or transaction costs) and reversal of trades may be considered in addition to or instead of the sanctions indicated in the table below, In recommending sanctions, Compliance will:

 

   

Consider an employee’s role and responsibilities, past trading history, facts and circumstances around the violation and other applicable factors

 

   

Impose the highest of all applicable sanctions, if a violation falls within more than one category or if multiple violations occur on the same day

 

   

Review violations not listed in the table on a case-by-case basis

 

   

Consult with the Management Committee or Operations & Risk Management Committee members, if needed

 

Violation

  

Management and Investment Committee, Research
Analysts, Traders, Officers

  

All Other Employees

Late Reporting or Certification

 

All listed fines are per day after due date and per report or certification

  

First Offense: $500

 

Second Offense: $750 and suspension of personal securities transaction rights (up to 6 months)

 

Subsequent Offense: $1,500 and suspension of personal securities transaction rights (up to 12 months)

  

First Offense: $100

 

Second Offense: $200 and suspension of personal securities transaction rights (up to 3 months)

 

Subsequent Offense: $300 and suspension of personal securities transaction rights (up to 6 months)

Failure to Preclear

(includes trading more shares then were precleared)

  

First Offense: $2,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Second Offense: $5,000 per transaction and suspension of personal securities transaction rights for 3 months

 

Subsequent Offense: $10,000 per transaction and suspension of personal securities transaction rights for 12 months

  

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Subsequent Offense: $2,500 per transaction and suspension of personal securities transaction rights for 6 months

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020


Code of Ethics

 

Market Timing    Termination of employment and civil or criminal referral    Termination of employment and civil or criminal referral
Failure to Make Accurate or Complete Reports    Monetary fines starting at $5,000; suspension of personal securities transaction rights; possible termination of employment    Monetary fines starting at $1,000; suspension of personal securities transaction rights; possible termination of employment
Front Running    $2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment    $2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment
30-day Holding Period   

First Offense: 2,000 per transaction

 

Second Offense: $5,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $7,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

  

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $2,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

 

Westfield Capital Management Company, L.P.

Date Approved: 08/23/2020

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

COLUMBIA ETF TRUST

COLUMBIA ETF TRUST I

COLUMBIA ETF TRUST II

(each a “Registrant”)

POWER OF ATTORNEY

Each of the undersigned constitutes and appoints Michael G. Clarke, Joseph D’Alessandro, Paul B. Goucher, Michael E. DeFao, Ryan C. Larrenaga, John M. Loder, Brian D. McCabe, Christopher O. Petersen, and Megan E. Garcy, each individually, his or her true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as a trustee of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall not be revoked with respect to any undersigned trustee by any subsequent power of attorney the undersigned may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.

Dated: January 1, 2021

[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]


/s/ George S. Batejan

   Trustee
George S. Batejan   

/s/ Kathleen A. Blatz

   Trustee
Kathleen A. Blatz   

/s/ Pamela G. Carlton

   Trustee
Pamela G. Carlton   

/s/ Janet L. Carrig

   Trustee
Janet L. Carrig   

/s/ J. Kevin Connaughton

   Trustee
J. Kevin Connaughton   

/s/ Olive Darragh

   Trustee
Olive Darragh   

/s/ Patricia M. Flynn

   Trustee
Patricia M. Flynn   

/s/ Brian J. Gallagher

   Trustee
Brian J. Gallagher   

/s/ Douglas A. Hacker

   Trustee
Douglas A. Hacker   

/s/ Nancy T. Lukitsh

   Trustee
Nancy T. Lukitsh   

/s/ David M. Moffett

   Trustee
David M. Moffett   

/s/ Catherine James Paglia

   Trustee
Catherine James Paglia   

/s/ Christopher O. Petersen

   Trustee
Christopher O. Petersen   


/s/ Anthony M. Santomero

   Trustee
Anthony M. Santomero   

/s/ Minor M. Shaw

   Trustee
Minor M. Shaw   

/s/ Natalie A. Trunow

   Trustee
Natalie A. Trunow   

/s/ Sandra Yeager

   Trustee
Sandra Yeager   

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

COLUMBIA ETF TRUST

COLUMBIA ETF TRUST I

COLUMBIA

ETF TRUST II

(each a “Registrant”)

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint Joseph D’Alessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as Chief Financial Officer, Principal Financial Officer and Senior Vice President of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office(s) of a Registrant.


Dated: February 1, 2021
/s/ Michael G. Clarke
Michael G. Clarke

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

COLUMBIA ETF TRUST

COLUMBIA ETF TRUST I

COLUMBIA ETF TRUST II

(each a “Registrant”)

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint Michael G. Clarke, Joseph D’Alessandro, Paul B. Goucher, Ryan C. Larrenaga, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as President and Principal Executive Officer of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.

Dated:    February 2, 2021


/s/ Christopher O. Petersen

Christopher O. Petersen