AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amended and Restated Subadvisory Agreement made as of the 23^rd day of November, 2021 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and J.P. Morgan Investment Management Inc., a Delaware corporation (“Subadviser”).

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

WHEREAS, Investment Manager entered into a Management Agreement (the “Advisory Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

WHEREAS, the Investment Manager and Subadviser entered into: i) a Subadvisory Agreement dated as of April 8, 2010, as amended, on behalf of certain series of Columbia Funds Variable Series Trust II; and ii) a Subadvisory Agreement dated as of December 13, 2018 on behalf of certain series of Columbia Funds Series Trust I (collectively, the “Original Agreements”) (Columbia Funds Variable Series Trust II and Columbia Funds Series Trust I is herein referred to collectively as, the “Trust”).

WHEREAS, Investment Manager and Subadviser desire to amend and restate the Original Agreements entirely and enter in this Agreement effective as of February 17, 2022.

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

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It is understood that any information or recommendation supplied by, or produced by, the Subadviser in connection with the performance of its obligations hereunder is to be regarded by the Fund and the Investment Manager as confidential and for use only by the Investment Manager and the Fund. Furthermore, any list of securities held by the Fund and identified as the Fund’s securities may be disclosed as permitted under the Fund’s policies and procedures, as required by law (including, but not limited to semi-annual, annual or other filings made under the 1940 Act) or as agreed to by the Investment Manager and the Subadviser in writing.

For the avoidance of doubt, Confidential Information as used herein includes any non-public documents regarding Subadviser’s business and operations including, without limitation, trading agreements such as futures and options account agreements (including swaps addenda thereto), clearing agreements, cleared derivative execution agreements, International Swaps and Derivatives Association, Inc. master agreements and credit support annexes (“ISDAs”).

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In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

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In the case of Subadviser:

Jeffery Reedy

Vice President

J.P. Morgan Investment Management, Inc.

1111 Polaris Parkway

Columbus, OH 43240

Ph: (614) 213-2094

Fax: (614) 417-5699

In the case of Investment Manager:

Paul Mikelson

Vice President, Multi-Manager Investment Solutions

Columbia Threadneedle Investments

707 2^nd Ave. S, Routing: H16-10334

Minneapolis, MN 55402

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Tel:        (612) 671-4452

Email: paul.a.mikelson@columbiathreadneedle.com

with a copy to:

Ryan C. Larrenaga

Vice President and Chief Counsel

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel:        (617) 385-9536

Email: ryan.c.larrenaga@columbiathreadneedle.com

Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (“Business Day”) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.

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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.

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

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SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

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                    Fee Waiver Schedule–

SCHEDULE A

As of December 7, 2021

Columbia Funds Series Trust

Columbia California Intermediate Municipal Bond Fund¹

Columbia Capital Allocation Moderate Aggressive Portfolio²

Columbia Capital Allocation Moderate Conservative Portfolio²

Columbia Convertible Securities Fund¹

Columbia Large Cap Growth Opportunity Fund¹

Columbia Large Cap Enhanced Core Fund¹

Columbia Large Cap Index Fund¹

Columbia Mid Cap Index Fund¹

Columbia North Carolina Intermediate Municipal Bond Fund¹

Columbia Overseas Value Fund¹

Columbia Select Large Cap Equity Fund¹

Columbia Select Mid Cap Value Fund¹

Columbia Short Term Bond Fund¹

Columbia Short Term Municipal Bond Fund¹

Columbia Small Cap Index Fund¹

Columbia Small Cap Value Fund II¹

Columbia South Carolina Intermediate Municipal Bond Fund¹

Columbia Virginia Intermediate Municipal Bond Fund¹

Columbia Funds Series Trust I

Columbia Adaptive Risk Allocation Fund³

Columbia Adaptive Retirement 2020 Fund³

Columbia Adaptive Retirement 2025 Fund³

Columbia Adaptive Retirement 2030 Fund³

Columbia Adaptive Retirement 2035 Fund³

Columbia Adaptive Retirement 2040 Fund³

Columbia Adaptive Retirement 2045 Fund³

Columbia Adaptive Retirement 2050 Fund³

Columbia Adaptive Retirement 2055 Fund³

Columbia Adaptive Retirement 2060 Fund³

Columbia Balanced Fund¹

Columbia Bond Fund¹

Columbia Connecticut Intermediate Municipal Bond Fund¹

Columbia Contrarian Core Fund¹

Columbia Corporate Income Fund¹

Columbia Dividend Income Fund¹

Columbia Emerging Markets Fund¹

Columbia Global Technology Growth Fund¹

Columbia Greater China Fund¹

Columbia High Yield Municipal Fund¹

Columbia Intermediate Municipal Bond Fund¹

Columbia International Dividend Income Fund¹

Columbia Large Cap Growth Fund¹

Columbia Massachusetts Intermediate Municipal Bond Fund¹

Columbia Mid Cap Growth Fund¹

Columbia Multi Strategy Alternatives Fund¹

Columbia New York Intermediate Municipal Bond Fund¹

Columbia Oregon Intermediate Municipal Bond Fund¹

Columbia Real Estate Equity Fund¹

Columbia Select Large Cap Growth Fund¹

Columbia Small Cap Growth Fund¹

Columbia Small Cap Value Fund I¹

Columbia Solutions Aggressive Portfolio¹

Columbia Solutions Conservative Portfolio¹

Columbia Strategic California Municipal Income Fund¹

Columbia Strategic Income Fund¹

Columbia Strategic New York Municipal Income Fund¹

Columbia Tax-Exempt Fund¹

Columbia Total Return Bond Fund¹

Columbia U.S. Social Bond Fund¹

Columbia U.S. Treasury Index Fund¹

Columbia Ultra Short Term Bond Fund¹

Multi-Manager Alternative Strategies Fund¹

                    Fee Waiver Schedule

Multi-Manager Directional Alternatives Strategies Fund¹

Multi-Manager Growth Strategies Fund¹

Multi-Manager International Equity Strategies Fund¹

Multi-Manager Small Cap Equity Strategies Fund¹

Multi-Manager Total Return Bond Strategies Fund¹

Multisector Bond SMA Completion Portfolio³

Overseas SMA Completion Portfolio³

Columbia Funds Series Trust II

Columbia Capital Allocation Aggressive Portfolio²

Columbia Capital Allocation Conservative Portfolio²

Columbia Capital Allocation Moderate Portfolio²

Columbia Commodity Strategy Fund¹

Columbia Disciplined Core Fund¹

Columbia Disciplined Growth Fund¹

Columbia Disciplined Value Fund¹

Columbia Dividend Opportunity Fund¹

Columbia Emerging Markets Bond Fund¹

Columbia Flexible Capital Income Fund¹

Columbia Floating Rate Fund¹

Columbia Global Opportunities Fund¹

Columbia Global Value Fund¹

Columbia Government Money Market Fund¹

Columbia High Yield Bond Fund¹

Columbia Income Builder Fund¹

Columbia Income Opportunities Fund¹

Columbia Integrated Large Cap Growth Fund¹

Columbia Integrated Large Cap Value Fund¹

Columbia Integrated Small Cap Growth Fund¹

Columbia Large Cap Value Fund¹

Columbia Limited Duration Credit Fund¹

Columbia Minnesota Tax-Exempt Fund¹

Columbia Mortgage Opportunities Fund¹

Columbia Overseas Core Fund¹

Columbia Pyrford International Stock Fund¹

Columbia Quality Income Fund¹

Columbia Select Global Equity Fund¹

Columbia Select Large Cap Value Fund¹

Columbia Select Small Cap Value Fund¹

Columbia Seligman Global Technology Fund¹

Columbia Seligman Technology and Information Fund¹

Columbia Short-Term Cash Fund¹

Columbia Strategic Municipal Income Fund¹

Columbia Ultra Short Municipal Bond Fund¹

Multi-Manager Value Strategies Fund¹

Columbia Funds Variable Insurance Trust

Columbia Variable Portfolio – Contrarian Core Fund¹

Columbia Variable Portfolio – Long Government/Credit Bond Fund¹

Columbia Variable Portfolio – Small Cap Value Fund¹

Columbia Variable Portfolio – Small Company Growth Fund¹

Columbia Variable Portfolio – Strategic Income Fund¹

Variable Portfolio – Managed Risk Fund³

Variable Portfolio – Managed Risk U.S. Fund³

Variable Portfolio – Managed Volatility Conservative Fund³

Variable Portfolio – Managed Volatility Conservative Growth Fund³

Variable Portfolio – Managed Volatility Growth Fund³

Variable Portfolio – U.S. Flexible Conservative Growth Fund³

Variable Portfolio – U.S. Flexible Growth Fund³

Variable Portfolio – U.S. Flexible Moderate Growth Fund³

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund¹

Columbia Variable Portfolio – Commodity Strategy Fund¹

Columbia Variable Portfolio – Core Equity Fund¹

Columbia Variable Portfolio – Disciplined Core Fund¹

Columbia Variable Portfolio – Dividend Opportunity Fund¹

Columbia Variable Portfolio – Emerging Markets Bond Fund¹

Columbia Variable Portfolio – Emerging Markets Fund¹

                    Fee Waiver Schedule

Columbia Variable Portfolio – Global Strategic Income Fund¹

Columbia Variable Portfolio – Government Money Market Fund¹

Columbia Variable Portfolio – High Yield Bond Fund¹

Columbia Variable Portfolio – Income Opportunities Fund¹

Columbia Variable Portfolio – Intermediate Bond Fund¹

Columbia Variable Portfolio – Large Cap Growth Fund¹

Columbia Variable Portfolio – Large Cap Index Fund¹

Columbia Variable Portfolio – Limited Duration Credit Fund¹

Columbia Variable Portfolio – Mid Cap Growth Fund¹

Columbia Variable Portfolio – Overseas Core Fund¹

Columbia Variable Portfolio – Select Large Cap Equity Fund¹

Columbia Variable Portfolio – Select Large Cap Value Fund¹

Columbia Variable Portfolio – Select Mid Cap Value Fund¹

Columbia Variable Portfolio – Select Small Cap Value Fund¹

Columbia Variable Portfolio – Seligman Global Technology Fund¹

Columbia Variable Portfolio – U.S. Government Mortgage Fund¹

CTIVP^®– Allspring Short Duration Government Fund¹

CTIVP^® – American Century Diversified Bond Fund¹

CTIVP^® – BlackRock Global Inflation-Protected Securities Fund¹

CTIVP^® – CenterSquare Real Estate Fund¹

CTIVP^® – Loomis Sayles Growth Fund¹

CTIVP^®– MFS^® Value Fund¹

CTIVP^® – Morgan Stanley Advantage Fund¹

CTIVP^® – T. Rowe Price Large Cap Value Fund¹

CTIVP^® – TCW Core Plus Bond Fund¹

CTIVP^® – Victory Sycamore Established Value Fund¹

CTIVP^®– Westfield Mid Cap Growth Fund¹

Variable Portfolio – Aggressive Portfolio¹

Variable Portfolio – Conservative Portfolio¹

Variable Portfolio – Managed Volatility Moderate Growth Fund³

Variable Portfolio – Moderate Portfolio¹

Variable Portfolio – Moderately Aggressive Portfolio¹

Variable Portfolio – Moderately Conservative Portfolio¹

Variable Portfolio – Partners Core Bond Fund¹

Variable Portfolio – Partners Core Equity Fund¹

Variable Portfolio – Partners International Core Equity Fund¹

Variable Portfolio – Partners International Growth Fund¹

Variable Portfolio – Partners International Value Fund¹

Variable Portfolio – Partners Small Cap Growth Fund¹

Variable Portfolio – Partners Small Cap Value Fund¹

¹ The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, costs associated with shareholder meetings, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.

² The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: management service fee, taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, costs associated with shareholder meetings, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.

³ The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, costs associated with shareholder meetings, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.

                    Fee Waiver Schedule

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of December 7, 2021.

BLACKROCK RULE 12d1-4

FUND OF FUNDS INVESTMENT AGREEMENT

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.

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In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

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iShares^® is a registered trademark of BlackRock, Inc. or its subsidiaries (“BlackRock”). Neither BlackRock nor the iShares^® Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].

BlackRock is a registered trademark of BlackRock, Inc. or its subsidiaries (“BlackRock”). Neither BlackRock nor the BlackRock Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Either party may notify the other in writing of any changes to these notice provisions. For the avoidance of doubt, it is acknowledged and agreed that no notice is required hereunder to update, supplement or otherwise amend the 12d1-4 List.

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In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES

EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO, ON BEHALF OF ITS APPLICABLE SERIES

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THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF ITS APPLICABLE SERIES

BlackRock ETF Trust

BlackRock ETF Trust II

THE FOLLOWING ACQUIRED FUND REGISTRANTS LISTED ON SCHEDULE B HERETO, EACH ON BEHALF ITS APPLICABLE SERIES

iShares Trust

iShares, Inc.

IShares U.S. ETF Trust

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Schedule A: Acquiring Funds

Each severally and not jointly

Registrant: Columbia Funds Series Trust

Columbia Small Cap Index Fund

Registrant: Columbia Funds Series Trust I

Columbia Adaptive Retirement 2020 Fund

Columbia Adaptive Retirement 2025 Fund

Columbia Adaptive Retirement 2030 Fund

Columbia Adaptive Retirement 2035 Fund

Columbia Adaptive Retirement 2040 Fund

Columbia Adaptive Retirement 2045 Fund

Columbia Adaptive Retirement 2050 Fund

Columbia Adaptive Retirement 2055 Fund

Columbia Adaptive Retirement 2060 Fund

Columbia Pyrford International Stock Fund

Registrant: Columbia Funds Series Trust II

Columbia High Yield Bond Fund

Columbia Global Opportunities Fund

Columbia Overseas Core Fund

Columbia Global Value Fund

Registrant: Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio – Balanced Fund

Registrant: Columbia Funds Variable Insurance Trust

Columbia Variable Portfolio – Managed Volatility Growth Fund

Columbia Variable Portfolio – Managed Volatility Conservative Fund

Columbia Variable Portfolio – U.S. Flexible Growth Fund

Columbia Variable Portfolio – U.S. Flexible Moderate Growth Fund

Columbia Variable Portfolio – U.S. Flexible Conservative Growth Fund

Columbia Variable Portfolio – Managed Risk Fund

Columbia Variable Portfolio – Managed Risk U.S. Fund

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Schedule B: Acquired Funds

Exchange-Traded Funds:

BlackRock ETF Trust

All Series

BlackRock ETF Trust II

All Series

iShares Trust

All Series

iShares, Inc.

All Series

iShares U.S. ETF Trust

All Series

This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the “Ineligible Funds”) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the “Enumerated Funds”), along with related requirements (the “12d1-4 List”), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at https://www.ishares.com/us/literature/shareholder-letters/blackrock-12d1-4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time.

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Schedule C: Notice for Acquiring Funds

Dan Beckman

c/o Columbia Threadneedle Investments

290 Congress St.

Boston, MA 02210

Email: dan.beckman@columbiathreadneedle.com

With a copy to:

Ryan Larrenaga

c/o Columbia Threadneedle Investments

290 Congress St.

Boston, MA 02210

Email: ryan.c.larrenaga@columbiathreadneedle.com

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FUND OF FUNDS INVESTMENT AGREEMENT

THIS AGREEMENT, is made this 21^st of December, 2021, by and among Fidelity Rutland Square Trust II (the “Fidelity Trust”), a statutory trust organized under the State of Delaware, on behalf of itself and its current and future series as identified on Schedule A, severally and not jointly (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and each trust identified on Schedule B (each, an “Underlying Trust”), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an “Acquired Fund” and collectively the “Acquired Funds” and together with the Acquiring Funds, the “Funds”), and shall become effective on January 19, 2022 (the “Effective Date”).

WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule;

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule; and

WHEREAS, to date such investments have been governed by a Participation Agreement dated as of September 12, 2011 by and among the parties, as revised by Amendment No. 1 dated June 12, 2018, as further revised by Amendment No. 2 dated September 30, 2021 (collectively, the “Participation Agreement”) and made in reliance on SEC exemptive relief that will be rescinded one year from the effective date of the Rule.

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule.

The parties hereby mutually agree to terminate the Participation Agreement as of the Effective Date and waive the notice requirement for termination as set forth therein.

2.1        In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making

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the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows solely with respect to an investment by such Acquiring Fund in an Acquired Fund that exceeds the limits in Section 12(d)(1)(A)(i) of the 1940 Act:

(i) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind.

(ii) Timing/advance notice of redemptions. The Acquiring Fund will use reasonable efforts to spread large redemption requests over multiple days or to provide advance notification of such redemption requests to the Acquired Fund(s) if practicable and consistent with the Acquiring Fund’s best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

(iii) Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investment in the Acquired Fund. The Acquired Fund acknowledges and agrees that any information provided pursuant to the foregoing is not a commitment to purchase and constitutes an estimate that may differ materially from the amount, timing and manner in which a purchase order is submitted, if any.

2.2       Section 2.1 shall not apply to any purchases or sales of Acquired Funds that are listed in the secondary market.

2.3       In order to assist the Acquiring Fund’s investment adviser (the “Adviser”) or sub- adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund and its Adviser (and if applicable, sub-adviser) with information reasonably requested to comply with the terms and conditions of Rule 12d1-4, including information on the fees and expenses of the Acquired Fund.

3.1       In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

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3.2       Each Acquired Fund agrees that any information regarding planned purchases or redemptions of shares of an Acquired Fund provided pursuant to Section 2.1 will be treated confidentially, used solely for the purposes of this Agreement, and will not be disclosed to any third party without the prior consent of the Acquiring Fund, except for directors/trustees, officers, employees, accountants and other advisers of the Acquired Fund and its affiliates on a need-to-know basis and solely for the purposes of this Agreement. The foregoing shall not be applicable to any information that is required to be disclosed by or to any regulatory authority, or by judicial or administrative process or otherwise by applicable law.

3.3       Each Acquired Fund represents that it will not purchase or otherwise acquire during the term of this Agreement, the securities of an investment company or private fund (as defined in the Rule) where immediately after such purchase or acquisition, the securities of investment companies and private funds owned by the Acquired Fund have an aggregate value in excess of 10% of the value of the total assets of the Acquired Fund except as otherwise permitted by the Rule and guidance issued thereunder by the SEC or its Staff, or relevant SEC exemptive relief.

3.4       In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquiring Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule or this Agreement with respect to its investment in such Acquired Fund such that the Acquired Fund would not be permitted to rely on the Rule with respect to Section 12(d)(1)(B), as such Rule is interpreted or modified by the SEC or its Staff from time to time.

4.1       Each Underlying Trust, on behalf of itself and its respective Acquired Funds, agrees to deliver to the Fidelity Trust and the Adviser on an annual basis a certificate, duly certified by the President or any Vice President of the Underlying Trust, substantially in the form attached hereto as Exhibit A.

4.2       Each Underlying Trust, on behalf of itself and its respective Acquired Funds, acknowledges that such certificate will be accepted and reasonably relied upon by the Fidelity Trust, the Adviser and their affiliates as conclusive evidence of the facts set forth therein.

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered mail, overnight mail or electronic mail to the address for each party specified below, which address may be changed from time to time by written notice to the other party.

If to the Fidelity Trust or an Acquiring Fund:

James Gryglewicz

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Senior Vice President, Asset Management Compliance

Fidelity Investments

88 Black Falcon Avenue, Suite 167, V5C

Boston, Massachusetts 02210

E-mail:    james.gryglewicz@fmr.com

With a copy to:

Christina H. Lee

Vice President & Associate General Counsel

Fidelity Investments

88 Black Falcon Avenue, Suite 167, V13E

Boston, Massachusetts 02210

E-mail:    christina.lee@fmr.com

If to an Underlying Trust or an Acquired Fund:

Daniel Beckman

Columbia Threadneedle Investments

290 Congress Street

Boston, MA 02210

E-mail:    dan.beckman@columbiathreadneedle.com

With a copy to:

Ryan Larrenaga

Columbia Threadneedle Investments

290 Congress Street

Boston, MA 02210

E-mail:    ryan.c.larrenaga@columbiathreadneedle.com

6.1        This Agreement shall be effective for the duration of the Acquired Funds’ and/or the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6.2.

6.2        This Agreement shall continue until terminated in writing by either party upon sixty (60) days’ notice to the other party. Upon termination of this Agreement, the Acquiring Funds may not purchase additional shares of the Acquired Funds beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

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6.3        This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party.

6.4        This Agreement may be amended only by a writing that is signed by each affected party.

6.5        This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles.

6.6        In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that are involved in the matter in controversy and not to any other series of the Fidelity Trust.

6.7        In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Funds that are involved in the matter in controversy and not to any other series of an Underlying Trust.

6.8        The parties are hereby put on notice that no director/trustee, officer, employee, agent, employee or shareholder of the Funds shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Funds.

7.1        Each Underlying Trust hereby consents to the use of its name, the name of each Acquired Fund and the names of their affiliates in the Acquiring Funds’ disclosure documents, shareholder communications, advertising, sales literature and similar communications. No Acquired Fund shall use the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Adviser, the Fidelity Trust, an Acquiring Fund, or any of their affiliates in its marketing materials unless it first receives prior written approval of the relevant Acquiring Fund and its investment adviser.

7.2        Fidelity Trust hereby consents to the use of its name, the name of each Acquiring Fund and the names of their affiliates in the Acquired Funds’ regulatory filings as required by applicable federal securities laws and the rules and regulations thereunder.

7.3        It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name is the valuable property of the party in question and/or its affiliates, and that each other party has the right to use such names pursuant to the relationship created by this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.

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8.1        Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.

8.2        Severability. If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.

8.3        Additional Acquiring Funds and Acquired Funds; Additional Investment Companies.

8.3.1    In the event that the Fidelity Trust or an Underlying Trust wishes to include one or more series in addition to those originally set forth on Schedules A and B, respectively, the relevant party shall so notify the other party in writing, and if the other party agrees in writing, such series shall hereunder become an Acquiring Fund or Acquired Fund, as the case may be, and Schedule A or Schedule B, as appropriate, shall be amended accordingly.

8.3.2    Certain open-end investment companies (or series thereof) advised by Fidelity Management & Research Company LLC (“FMR”) or any investment adviser controlling, controlled by or under common control with FMR (each, an “Affiliated Investment Company”) may subsequently determine to invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) and (B) in reliance on the Rule and may desire to be included under this Agreement. In such event, such Affiliated Investment Company shall so notify the Underlying Trust in writing, and if the Underlying Trust agrees in writing, such Affiliated Investment Company shall hereunder become a Fidelity Trust or Acquiring Fund, as the case may be, and Schedule A shall be amended accordingly.

8.4        Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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SCHEDULE A

Fidelity Trust and Acquiring Funds

8

9

Exhibit A

Form of Officer’s Certificate

I, [                 ], the duly elected and qualified [President/Vice President] of [            ] hereby certify in my capacity as such officer, pursuant to that certain Fund of Funds Investment Agreement, dated as of [            ], by and among Fidelity Rutland Square Trust II, on behalf of itself and the Acquiring Funds, and each Underlying Trust, on behalf of itself and its respective Acquired Funds (the “Investment Agreement”), that during the preceding calendar year:

Capitalized terms used and not otherwise defined herein shall have the meanings as defined in the Investment Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the        day of             , 202  .

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RULE 12d1-4

FUND OF FUNDS INVESTMENT AGREEMENT

THIS AGREEMENT, dated as of January 19, 2022, among Columbia Funds Variable Series Trust II, Columbia Funds Variable Insurance Trust, and Columbia Funds Series Trust I, on behalf of themselves and their separate series listed on Schedule A (each, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A, severally and not jointly (each, a “Vanguard Fund” and together with the Investing Funds, the “Funds”).

WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter (“Distributor”) or registered brokers or dealers (“Brokers”) may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits (i) registered investment companies, such as the Investing Funds, to invest in shares of other registered investment companies, such as the Vanguard Funds, in excess of the limits of Section 12(d)(1)(A) of the 1940 Act, and (ii) registered investment companies, such as the Vanguard Funds, as well as the Distributor and Brokers, knowingly to sell shares of the Vanguard Funds to the Investing Funds in excess of the limits of Section 12(d)(1)(B) of the 1940 Act, subject to compliance with the conditions of the Rule;

WHEREAS, an Investing Fund may, from time to time, invest in shares of one or more Vanguard Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule; and

WHEREAS, a Vanguard Fund, Distributor, or Broker, from time to time, may knowingly sell shares of one or more Vanguard Funds to an Investing Fund in excess of the limitations of Section 12(d)(1)(B) in reliance on the Rule;

NOW THEREFORE, in accordance with the Rule, the Investing Funds and the Vanguard Funds desire to set forth the following terms pursuant to which the Investing Funds may invest in the Vanguard Funds in reliance on the Rule and the Vanguard Funds, Distributor, or Broker may sell shares of the Vanguard Funds to the Investing Funds in reliance on the Rule.

(a) With respect to investments in Vanguard Funds that operate as exchange-traded funds (“Vanguard ETFs”), the Funds note that each Vanguard ETF is designed to accommodate large investments and redemptions, whether from Investing Funds or other investors. Creation and redemption orders for shares of the Vanguard ETFs can only be submitted by Brokers or other participants of a registered clearing agency (collectively, “Authorized Participants”) that have entered into an agreement (“Authorized Participant Agreement”) with the Vanguard ETFs’ distributor to transact in shares of the Vanguard ETFs. The Vanguard ETFs also have policies and procedures (the “Basket Policies”) that have been adopted pursuant to Rule 6c-11 under the 1940 Act, which govern creations and redemptions of the Vanguard ETFs’ shares. Any creation or redemption order submitted by an Investing Fund through an Authorized Participant will be satisfied pursuant to the Basket Policies and the relevant Authorized Participant Agreement. The Basket Policies include provisions that govern in-kind creations and redemptions, as well as cash transactions. In any event, the Funds generally expect that the Investing

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Funds will transact in shares in the Vanguard ETFs on the secondary market rather than through direct creation and redemption transactions with the Vanguard ETF. The Funds believe that these material terms regarding an Investing Fund’s investment in shares of a Vanguard ETF should assist the Vanguard ETF’s investment adviser, the Vanguard Group Inc. (“Vanguard”), with making the required findings under the Rule.

(b) In order to help reasonably address the risk of undue influence on a Vanguard Fund that operates as a mutual fund (“Vanguard Mutual Fund”) by an Investing Fund, and to assist Vanguard with making the required findings under the Rule, each Investing Fund and each Vanguard Mutual Fund agree as follows:

(i) In-kind redemptions. The Investing Fund acknowledges and agrees that, if and to the extent consistent with the Vanguard Mutual Fund’s registration statement, as amended from time to time, the Vanguard Mutual Fund may honor any redemption request partially or wholly in-kind.

(ii) Timing/advance notice of redemptions. The Investing Fund will use reasonable efforts to spread large redemption requests over multiple days or to provide advance notification of redemption requests to the Vanguard Mutual Fund(s), in each case whenever practicable and consistent with the Investing Fund’s best interests. The Vanguard Mutual Funds acknowledge and agree that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

(iii) Scale of investment. Upon a reasonable request by a Vanguard Mutual Fund, the Investing Fund will provide summary information regarding the anticipated timeline of its investment in the Vanguard Mutual Fund and the scale of its contemplated investments in the Vanguard Mutual Fund.

(c) In order to assist the Investing Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in a Vanguard Fund, each Vanguard Fund shall provide each Investing Fund with information on the fees and expenses of the Vanguard Fund reasonably requested by the Investing Fund with reference to the Rule.

In connection with any investment by an Investing Fund in a Vanguard Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of shares by a Vanguard Fund, Distributor, or Broker to an Investing Fund in excess of the limitations in Section 12(d)(1)(B), the Vanguard Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Vanguard Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Investing Fund if such Vanguard Fund fails to comply with the Rule with respect to an investment by the Investing Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

In connection with any investment by an Investing Fund in a Vanguard Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of Shares by a Vanguard Fund, Distributor, or Broker to an Investing Fund in excess of the limitations in Section 12(d)(1)(B), the Investing Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Investing Funds; (ii) comply with its obligations under this Agreement; (iii) promptly notify the Vanguard Fund when it has invested in the Vanguard Fund in an amount which exceeds the limitations in Section 12(d)(1)(A); and (iv) promptly notify the Vanguard Fund if such Investing Fund fails to comply with the Rule

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with respect to its investment in such Vanguard Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

(a) Each Investing Fund, severally and not jointly, agrees to hold harmless, indemnify and defend the Vanguard Funds, including any principals, directors or trustees, officers, employees and agents (“Vanguard Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Vanguard Funds, including any Vanguard Agents, to the extent such Claims result from (i) a violation or alleged violation by such Investing Fund of any provision of this Agreement or (ii) a violation or alleged violation of the terms and conditions of the Rule, as applicable, in each case by the Investing Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.

(b) The Vanguard Funds, severally and not jointly, agree to hold harmless, indemnify and defend each Investing Fund, including any principals, directors or trustees, officers, employees and agents (“Investing Fund Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or Claims asserted against an Investing Fund, including any Investing Fund Agents, to the extent such Claims result from (i) a violation or alleged violation by such Vanguard Fund of any provision of this Agreement or (ii) a violation or alleged violation of the terms and conditions of the Rule, as applicable, in each case by the Vanguard Fund, its principals, directors or trustees, officers, employees, agents or advisers.

(c) Any indemnification pursuant to this Section shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending the applicable Claims. In any action involving the parties under this Agreement, the parties agree to look solely to the individual series of the Investing Fund(s) or the Vanguard Fund(s) that is/are involved in the matter in controversy and not to any other series of the Investing Fund(s) or the Vanguard Fund(s).

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below.

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(a) This Agreement shall be effective for the duration of the Vanguard Funds’ and the Investing Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(b).

(b) This Agreement shall continue, in its entirety or with respect to any particular Investing Fund or Vanguard Fund, until terminated in writing by any party upon 60 days’ written notice to the other parties. Upon termination of this Agreement, no Investing Fund may purchase additional shares of a Vanguard Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. Upon termination of this Agreement with respect to any particular Investing Fund or Vanguard Fund, the parties may not rely on the Rule with respect to any investment by such terminated Investing Fund in shares of Vanguard Funds or investment in shares of such terminated Vanguard Fund by Investing Funds.

(c) This Agreement will be governed by Pennsylvania law without regard to choice of law principles.

(d) Any dispute arising out of or related to this Agreement which cannot be resolved through discussions between the parties shall be settled by binding arbitration before a panel of three arbitrators in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association then applicable. Unless otherwise agreed upon by the parties, the arbitration hearings will be held in Philadelphia, Pennsylvania.

(a) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.

(b) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.    

(c) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

(d) With the exception of Schedule A, which may be amended via email notification to the contact identified in Section 5 of this Agreement, no amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing in the manner provided by Section 5 and signed by a duly authorized representative of each party.

(e) The effectiveness of this Agreement shall be deemed to constitute the termination as of the date first written above of any and all prior agreements between Investing Funds and Vanguard Funds that relates to the investment by any Investing Funds in any Vanguard Funds in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

(f) In the case of the Investing Funds, a copy of the Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee,

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agent or shareholder of the Investing Funds shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Investing Funds.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Vanguard Funds

Columbia Funds Variable Series Trust II

Columbia Funds Variable Insurance Trust

Columbia Funds Series Trust I

Each on behalf of itself and its respective Investing Funds listed on Schedule A, severally and not jointly

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Standard of Business Conduct: The conduct of personal dealings in investments by Covered Persons (See Appendix A-Definitions for Covered Persons definition) employed by or affiliated with the Ameriprise Global Asset Management Entities¹ (the “Firms”) is a matter of the utmost importance to the organization, its clients, its regulators and to employees themselves. It is essential that the Firms appropriately manage access to privileged information concerning clients’ portfolios, the Firms’ trading intentions and trading activities, and that the Firms discharge their duties in a way that does not harm the interests of clients, the Firms or breach any legal or regulatory requirements. It is important that the Firms are not seen to act on privileged information for personal gain.

Duty Owed to Clients: Various regulations applicable to the Firms impose a fiduciary duty to act in the exclusive best interest of their clients at all times recognizing their role as a “Trusted Adviser”. A number of specific obligations flow from the duty that is owed to clients, including:

In connection with providing investment management services to clients, this includes prohibiting any activity which directly or indirectly:

Specifically, the fiduciary duty owed to clients means the following outcomes must be achieved:

¹ See Appendix B-Entities That Have Adopted Policy

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

Conflicts of Interest: All Covered Persons must be vigilant in terms of identifying circumstances that may present a conflict of interest. A conflict of interest is any situation that presents an incentive to act other than in the best interest of a client or without objectivity. A conflict of interest may arise, for example, when a Covered Person engages in a transaction that potentially favors:

In addition to this Ameriprise Global Asset Management Personal Account Dealing and Code of Ethics Policy (“Policy”), the Firms have adopted various policies designed to prevent, or otherwise manage, conflicts of interest in contexts outside of personal trading. To effectively manage conflicts of interest, all Covered Persons must seek to prevent conflicts of interest, including the appearance of a conflict.

The requirements set forth in this Policy do not identify all possible conflicts of interest that may arise in relation to personal transactions. Employees are encouraged to seek assistance from their local Compliance resources (see Appendix D-Resources) whenever they have any questions concerning obligations under the Policy, including conflicts of interest situations or concerns.

Additional Standards of Conduct and Regulatory Requirements: Covered Persons must comply with other policies adopted by the individual Ameriprise Global Asset Management Entities that are intended to promote fair and ethical standards of business conduct and comply with related regulatory requirements, including the Ameriprise Financial Global Code of Conduct. (See Appendix C-Other Policies Applicable to Covered Persons).

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

This Policy applies to all Covered Persons and certain household members, Trusteeships and Executorships of Covered Persons. Covered Persons include:

Covered Securities Transactions/Accounts: This Policy governs a Covered Person’s personal securities transactions as well as those securities transactions in which a Covered Person is deemed to have a direct or indirect Beneficial Ownership (see Appendix A-Definitions for Beneficial Ownership definition) and over which a Covered Person exercises direct or indirect influence or control (“Affiliated Accounts”). An account generally is covered by this Policy if it is:

It is the responsibility of the Covered Person to seek advice in the event that it is not clear whether certain personal securities transactions are covered by this Policy.

Material Nonpublic Information: A Covered Person who is in possession of material nonpublic information (often referred to as “Inside Information”) about securities or financial instruments is prohibited from buying, selling, recommending or trading such securities or financial instruments. In addition, a Covered Person must not communicate or disclose such information to others who may misuse it. Material nonpublic information may include nonpublic information about a pooled investment vehicle (e.g., UCITS, open-end and closed-end mutual funds, and private funds) that are advised or sub-advised by the Firm. The Firms each have adopted specific policies that address these prohibitions, and set forth specific protocols for handling material nonpublic information (see Appendix C-Other Policies Applicable to Covered Persons)

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

Disclosure of Brokerage Accounts Covered Persons must promptly disclose their brokerage accounts to their Firm’s Compliance group and ensure that each broker-dealer with which he/she maintains an account sends to the Compliance group, as soon as practicable, copies of all confirmations of securities transactions and of all monthly, quarterly and annual account statements. In order to comply with regulatory expectations concerning the monitoring of trading activity within Covered Persons’ accounts, there are requirements on where brokerage accounts may be maintained for the trading of certain types of securities.    Please refer to Appendix H – Limited Choice Policy for specific information by region.

Notification of Brokerage Accounts Covered Persons must immediately report any brokerage accounts opened by completing the following steps:

North America employees – any brokerage account outside of Limited Choice brokers (as listed in Appendix H) for example, a brokerage account holding mutual funds only, must be approved by Personal Trade Compliance prior to establishing the account in order to comply with FINRA rule 3210.

UK/APAC employees – Employees are required to authorize the electronic feeds between the approved brokers listed in Appendix H and Columbia Threadneedle Investments.

Personal Trading Restrictions

Prohibition on “Front Running”: Covered Persons are prohibited from engaging in a Personal Securities Transaction that involves the purchase or sale of a Reportable Security when such Covered Person has knowledge that such security (1) is being considered for purchase or sale by a client account or (2) is being purchased or sold by a client account.

Prior Approval (Pre-Clearance) of Personal Security Transactions: Covered Persons must obtain approval – often referred to as pre-clearance - from Compliance prior to effecting a securities trade in most categories of investments. This pre-clearance requirement extends to securities transactions in all accounts for which the Covered Person has Beneficial Ownership (see Appendix A-Definitions). If the Covered Person receives pre-clearance approval, it is valid only for the duration of the locally defined approval period; in North America preclearance is good only for the day it is granted, in EMEA/APAC preclearance is good for the day granted and until the end of the following business day. If a Covered Person does not effect the pre-cleared personal trade(s) within that locally approved time period, the Covered Person must request and obtain pre-clearance for the proposed personal trade(s) again before the trade(s) are effected. If the Covered Person does not receive pre-clearance approval, he/she must not effect the requested Personal Securities Transaction (but may request approval on a subsequent day).

Covered Persons are required to obtain such pre-clearance approval for the majority of investments (e.g., stocks, bonds, Exchange Traded Funds (“ETFs”), closed-end funds). Please refer to Appendix E-Individual Security Requirements which identifies those categories of investments to which pre-clearance is or is not applicable.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

Private Placements/Limited Offerings: Investments in private placement offerings require approval by the Compliance group (e.g., private placements, non-exchange traded REITs, hedge funds, fixed income new issues, unlisted structured products, non-charity crowdfunding, etc.). If approved, the approval is good for 90 days.

Gifts and Charitable Donations: Approval is not necessary for a gift of securities to a Non-Profit Organization, but Compliance should be notified in advance and the Short-Term and 14-day Blackout rules do not apply. For gifting securities to a For-Profit Organization, individual, trust or other person or entity (other than a Non-Profit Organization), the pre-clearance requirement and 14-day Blackout rule do apply if you are purchasing the securities you intend to give. If the securities are already owned, the transfer of securities does not require pre-clearance. If you receive a gift of securities, you must update your holdings on PTA and no pre-clearance is required.

Short-Term Trading Prohibition (30 Day Holding Period)

Individual Securities at a Profit: Covered Persons are prohibited from engaging in short-term trading of Reportable Securities. This means that Covered Persons may not buy (or add to their existing position), then sell the same securities (or equivalent) within 30 calendar days if the trade would result in a gain. Covered Persons must wait until calendar day 31 (Trade Date + 30) to trade out of a position at a profit within the same account.

Covered Funds and other Pooled Investment Vehicles: A Covered Person is prohibited from short term trading in any Covered Fund (e.g., mutual fund, SICAV, OEIC, or other pooled investment vehicle, see Appendix F-Covered Funds List) held for less than 30 calendar days, or a longer time if specified in the Covered Fund’s prospectus or similar disclosure document. Covered Persons are prohibited from engaging in market timing (short-term trading) in shares of any pooled investment vehicles and must comply with the holding period policy established by any prospectus.

Transactions exempted from short-term trading prohibitions: Money market fund investments, automated investments and withdrawal programs, and Dividend Reinvestments are not subject to the 30-day holding period.

Initial Public Offerings (“IPOs”) and Limited Offerings/Private Placements:

² The review of applicability of banking requirements will occur during the subscription process.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

Cryptocurrency³:

Transactions: Transactions in cryptocurrency, such as Bitcoin, Ethereum, Lite Coin etc., do not require reporting. However, transactions in any publicly traded cryptocurrency tracker instrument, such as Grayscale’s Bitcoin Investment Trust (“GBTC”), require pre-clearance approval, must be held and traded at an approved broker (See Appendix H).

Accounts: Cryptocurrency accounts are not reportable and must be at firms that offer ONLY cryptocurrency investments. Accounts at firms that also offer brokerage options are prohibited.

Initial Coin Offerings (“ICOs”): Participation in ICOs is prohibited.

Participation in Investment Clubs:

No Covered Person may participate in private investment clubs or other similar groups.

Derivatives:

Covered Persons are strongly discouraged from investing in any form of derivative that could give rise to an open ended, unlimited liability. Most derivative trading is subject to pre-clearance requirements, option trading guidelines and the Short-Term Trading Prohibition. (See Appendix G-Options/Short Trading Guidelines).

Frequent and Unusual Trading Activity:

Compliance monitors patterns of personal trading activity and may require additional information from a Covered Person with respect to a specific trade or series of transactions. In addition, frequent personal trading activity is strongly discouraged. Although each situation is case specific, we generally review trading amounts over 25 trades per quarter for further analysis, which could result in corrective measures.

Columbia Wanger Asset Management (CWAM) Specific Trading Restrictions:

No CWAM Covered Person shall purchase any Reportable Security that is owned by a CWAM Client Account (excluding ETFs).

³ Personal Trade Compliance continues to monitor the evolving digital assets/cryptocurrency space and the impact on Covered Persons under the Policy. These requirements may change if regulatory guidance or rules should be provided. All Covered Persons are encouraged to contact Personal Trade Compliance prior to transacting in any form of digital assets/cryptocurrency to ensure compliance with the latest regulatory and firm guidance/requirements.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

Additional Trading Restrictions for Investment Personnel

Rules Applicable to Portfolio Managers and other Designated Covered Persons:

14 Day Blackout Period: Portfolio Managers (and other Covered Persons specifically identified by Compliance) are not permitted to transact in any security that is purchased or sold in a client account 7 calendar days before and 7 calendar days after a client account they manage trades in that same (or equivalent) security. This means a Portfolio Manager (and other Designated Covered Persons) must wait until calendar day 8 to trade the security. Application of this rule may be applied broader based on team function and location.

Because it is a Portfolio Manager’s responsibility to put his/her client’s interests ahead of his/her own, he/she may not delay taking appropriate action for a client account in order to avoid potential adverse consequences in his/her personal account. In certain limited instances, Compliance, at their discretion, may determine that a trade should be deemed to have not caused a black out violation (e.g., unexpected significant client redemption or inflow triggering a sale or purchase in all securities held in the client portfolio).

Rules Applicable to Research Analysts:

Centralised Research Analysts (those who publish research for the use by Columbia Threadneedle) are prohibited from engaging in a personal securities transaction that involves securities issued by issuers on their Coverage List at the security (not issuer) level. This restriction includes securities convertible into, options on, and derivatives of, such securities.

Embedded Research Analysts-should the analyst have access to place an order within a fund they will be subject to the same blackout period as a Portfolio Manager (see above).

Rules Applicable to Trading Personnel:

3 Day Blackout Period: Traders are not permitted to transact in any security that is purchased or sold in a client account 3 calendar days after the client transaction. This means a Trader must wait until calendar day 4 to trade the security. Application of this rule may be adjusted based on team function and location.

Rules applicable to Ameriprise Shares:

All employees at band level 50 and above are subject to a blackout period of trading Ameriprise shares. The blackout occurs on the first calendar day of January, April, July, and October and lasts until one full trading day after the Ameriprise earnings for the preceding quarter are publicly released. During this period employees are restricted from trading any Ameriprise shares. All applicable employees will receive emails notifying of the start and end date of the blackout.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

Initial Holdings Report and Certification: Upon becoming a Covered Person under this Policy, one must disclose all securities holdings (as indicated in Appendix E-Individual Securities Requirements) in which they have Beneficial Ownership (as defined in Appendix A-Definitions). All brokerage accounts must be disclosed.

All Covered Persons are notified of this requirement and are provided with a copy of this Policy when they first become subject to the Policy. This initial certification must be completed within 10 calendar days of becoming a Covered Person. This information must be current as of the date no more than 45 days prior to the date the person becomes a Covered Person.

Annual Certification: Covered Persons are also required to complete an annual accounts and holdings certification. This certification allows the Covered Person to validate the Brokerage Accounts and certain securities holdings in which they have Beneficial Ownership (as defined in Appendix A-Definitions). Covered Persons also certify that they have received, read and understand the Policy. This information must be current as of a date no more than 45 days prior to the date the report was submitted.

Quarterly Certification: On a quarterly basis, Covered Persons must also certify to securities transactions outside of a previously reported and approved Brokerage Account. The quarterly certification must be completed within 30 calendar days of the last day of the quarter.

All reports and other documents and information supplied by or on behalf of any Covered Person in accordance with the requirements of this Policy will be treated as confidential, but are subject to review as provided herein and in the procedures by Legal, Compliance and other involved departments of the Firms, by Personal Trading, senior management, by representatives relevant regulatory authority of the asset management business’ regulatory or self-regulatory authority, or otherwise as required by law, regulation, or court order.

The collection and use of personal data for employees and clients located in EMEA by firms is subject to regulation to ensure the protection of data subjects; the firm sets out the general principles for handling personal data that must be followed by all staff within the EMEA Personal Data Policy. The firm has put in place comprehensive but proportionate governance measures to minimise the risk of breaches and uphold the protection of personal data. The relevant measures have been documented within this Policy.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

Regulatory rules require registered investment advisers and investment companies to adopt a code of ethics to; protect the firm’s clients, set forth standards of conduct, comply with applicable federal securities laws and address personal trading. SEC Rule 204A-1 under the Advisers Act (“Rule 204A-1”) requires each registered investment adviser to adopt a code of ethics that sets out standards of conduct expected of advisory personnel, safeguards material nonpublic information about client transactions and requires advisers’ “access persons” to report their personal securities transactions, including transactions in any mutual fund managed by the adviser.

Rule 17j-1 makes it unlawful for any affiliated person of a fund or any affiliated person of its investment adviser or principal underwriter to engage in certain enumerated types of misconduct in connection with the purchase or sale by such person of a security held or to be acquired by the fund. Each fund and its investment adviser and principal underwriter are required to adopt a written code of ethics containing provisions reasonably necessary to prevent the specified types of misconduct, and to use reasonable diligence and institute procedures reasonably necessary to prevent violations of the code.

FCA Rule COBS 11.7 requires a firm that conducts designated investment business to establish, implement and maintain adequate arrangements aimed at preventing certain activities (entering into certain personal transactions or advising anyone else to do so, or disclosing any non-public information) of any relevant person that may give rise to a conflict of interest, or who has access to inside information as defined in the Market Abuse Regulation3 or to other confidential information relating to clients or transactions with or for clients by virtue of an activity carried out by him on behalf of the firm.

MAS Guidelines on Risk Management Practices – Internal Controls state that an institution should have adequate policies, procedures and controls to address conflict of interest situations. It should require employees to disclose such conflicts on a timely basis. These cases should be escalated to either the Board or senior management and disclosed to customers where relevant.

MAS Guidelines on Individual Accountability and Conduct – the Board and senior management should ensure that a framework is in place to address the standards of conduct expected of all employees. This includes fair dealing (treating customers fairly) and management of conflicts of interest.

Code of Conduct for Persons licensed by or registered with the Securities and Futures Commission – A licensed person should have a policy which has been communicated to employees in writing on whether employees are permitted to deal or trade for their own accounts. Transactions of employees’ accounts and related accounts should be reported to and actively monitored and procedures maintained to detect irregularities and ensure that the handling by the licensed or registered person of these transactions or orders is not prejudicial to the interests of their clients.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

At least annually, each Chief Compliance Officer/Compliance Executive of the Ameriprise Global Asset Management Entities must review the adequacy of this Policy and the policies and procedures herein referenced.

The Firms have various resources for Covered Persons to raise compliance issues and concerns on a confidential basis (refer to Appendix D-Resources for a list of Compliance resources). In general, a Covered Person should first discuss a compliance issue with their supervisor, department head, Chief Compliance Officer, Compliance Executive, or other resource listed on Appendix D-Resources. In the event that a Covered Person does not feel comfortable discussing compliance issues through these channels, the employee may anonymously report suspected violations of law or company policy by contacting their local resources (refer to Appendix D-Resources). Employees are encouraged to report these questionable practices so that the Firms have an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.

Violations/Breaches of this Policy are taken seriously and may result in disciplinary actions and/or sanctions. Disciplinary actions could be up to and including termination of employment and sanctions will vary depending on local requirements or the circumstances (e.g., depending on the severity of the violation, if a record of previous violations exists, etc.).

Compliance is responsible for the daily monitoring of employee personal trading and applicable accounts through the usage of personal trading assistant.

Escalation of matters are provided to appropriate local governance committee.

Columbia Threadneedle must provide information that is material about it’s business practices to clients and/or regulatory agencies, including information about any conflicts of interests and the policies to address such conflicts. Practices related to this Policy are publicly disclosed in accordance to local rules and regulations.

Each respective Compliance group is primarily responsible for maintaining records created with respect to this Policy and the procedures adopted to implement it. All records must be maintained for five years after the end of the fiscal year in which the documents were later of creation or last use, the first two years in an easily accessible place.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX A-DEFINITIONS

Beneficial Owner of an account or a security includes any person who, directly or indirectly, has or shares voting or investment power. For the purposes of the Code of Ethics, a beneficial owner includes accounts held in the name of you, your spouse/partner and/or any financially dependent members of your household.)

In addition, you also have Beneficial Ownership if any of the individuals listed above:

Brokerage Account: A Brokerage Account is an account held at a licensed brokerage firm in which securities on the Securities Reporting List are bought and sold (e.g., stocks, bonds, futures, options, Covered Funds). This includes employer-sponsored incentive savings plans.

Closed-End Funds: A closed-end fund is a publicly traded investment company that raises a fixed amount of capital through an (IPO. The fund is then structured, listed and traded like a stock on a stock exchange.

Covered Funds: Closed-End Funds, ETFs and Open-Ended Funds for which a Columbia Threadneedle entity serves as an investment adviser or for which an affiliate of Columbia Management Investment Advisers, LLC serves as principal underwriter are considered “Covered Funds.”

Covered Persons includes all Columbia Threadneedle employees and contractors, any other individual with a specific role (including working on a project) which compels Covered Person status due to access to proprietary information (e.g., holdings/transactions), such as the member of a staff group that provides ongoing audit, technology, finance, compliance, or legal support to Firms, and any other persons that may be deemed appropriate by Compliance.

Private Funds: Private investment funds sponsored and managed by CMIA or other entities listed in Appendix B.

Reportable Security “Reportable Security” includes all corporate securities, options on securities, warrants, rights, ETFs and municipal securities.

“Reportable Security” excludes: direct obligations of the United States government; bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; insurance company general accounts (short-term cash equivalent options of a variable life insurance policy); shares of a money market fund or other short-term income or short-term bond funds; shares of any open-end mutual fund, including any shares of a Reportable Fund; and futures and options on futures.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX B-ENTITIIES THAT HAVE ADOPTED POLICY

Ameriprise Certificate Company (ACC)

Columbia Cent CLO Advisers, LLC (CCCA)

Columbia Management Investment Advisers, LLC (CMIA)

Columbia Management Investment Distributors, Inc. (CMID)

Columbia Management Investment Services, Corp.(CMIS)

Columbia Wanger Asset Management, LLC (CWAM)

Lionstone Partners, LLC (Lionstone)

The Threadneedle group of companies*

* The Threadneedle group of companies comprises those companies whose holding company is TAM UK International Holdings Limited and Ameriprise Asset Management Holdings Singapore (PTE.) Limited.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX C – OTHER POLICIES APPLICABLE TO COVERED PERSONS

Ameriprise Financial Global Code of Conduct

Ameriprise Handling Whistleblower Claims Policy

Ameriprise Limited Choice Policy

CTI NA Policy - Privacy and Information Security and Identity Theft Prevention Program

Global Policy – Inside Information

Global Policy - Portfolio Holdings Disclosure Policy

Global Policy - Gifts and Entertainment

Global Policy – Political Contributions

Global Policy – Outside Activities and Family Relationships

Threadneedle Other Conflicts of Interest Policies Applicable to Covered Persons:

Threadneedle Market Abuse & Insider Dealing Policy

Threadneedle Conflicts of Interest Policy

Threadneedle Treating Customers Fairly

Threadneedle Whistleblowing Policy

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX D –RESOURCES

Compliance Resources

Send email to Personal.Trading@ampf.com or call Personal Trading - 612-671-5196

Contact the Compliance Team if you are ever at doubt as to your obligations under this Policy.

Whistleblowing

Ameriprise Financial provides a dedicated resource through NAVEX Global (formerly known as Ethicspoint) (800-963-6395), a comprehensive and confidential reporting service for U.S. employees to report suspected fraud, abuse or other misconduct.

EMEA employees, in accordance with the EMEA/APAC Whistleblowing Policy, may contact the following for reporting, investigating and remedying any wrongdoing in the workplace.

APAC employees, in accordance with the EMEA/APAC Whistleblowing Policy, may contact the Head of HR APAC, the Head of Legal or Compliance or Safecall (number noted above) for reporting, investigating and remedying any wrongdoing in the workplace.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX E-INDIVIDUAL SECURITIES REQUIREMENTS

Pre-clearance Requirements

All securities held in brokerage accounts (including 401K Alight Financial self-directed brokerage accounts) are subject to prior approval (“pre-clearance”) under the Policy, including ETFs, Closed End Funds and publicly traded crypto-related securities, except those listed below:

*Pre-clearance only required by FPDC/SPC members (applicable to EMEA only).

Reporting Requirements

Brokerage accounts

All brokerage accounts, including the Alight 401(k) self-directed accounts, must be reported to Personal Trade Compliance through the PTA system. This reporting requirement applies even if the holdings in the account do not require reporting (See Holdings below).

Holdings

The following securities do not require reporting:

⁴ Other rules, including blackout and holding periods, still apply and there can be no speculative trading in Ameriprise Financial Stock.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX F-COVERED FUNDS LIST

The Global Asset Management Personal Account Dealing and Code of Ethics Policy (“Policy”) speaks to certain rules concerning activity within Covered Funds. Closed-End Funds, ETFs and Mutual Funds for which Columbia Management Investment Advisers, LLC serves as an investment adviser or for which an affiliate of Columbia Management Investment Advisers, LLC serves as principal underwriter are considered “Covered Funds.” ⁵

The following is the list of Covered Funds as of December 2021:

Third-Party Funds Sub Advised by CMIA:

⁵ Under the Volcker Rule, certain employee investments/holdings in proprietary funds may need to be reviewed to ensure that the holdings meet banking exclusions and exemptions requirements. Employees identified as “senior executive officers or directors” may need to provide holdings data for these funds on an ad hoc basis for analysis by the GCO.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX G-OPTIONS/SHORT TRADING GUIDELINES

Short Trading-General Guidelines

Shorting individual securities is prohibited. Shorting broad-based market securities (ETFs) is permitted.

Options Trading-General Guidelines

All persons subject to the Policy should not deal in any form of derivative that could give rise to an open ended, unlimited liability.

All Covered Persons must obtain pre-clearance via PTA prior to placing an options trade.

Short term trading at a profit is prohibited under the code. Covered Persons may not trade options that will result in a gain if held less than 30 days. Covered Persons must wait trade date plus 30 days before closing the position at a profit.    

Acceptable Transactions

Prohibited Transactions

Key Reminders

Covered Persons are required to preclear the option ticker symbol (please use the new option symbology) and not the underlying ticker.

Covered Persons are responsible for calculating the 30-day holding period (Trade date + 30 days), you must use the average cost method (PTA does not calculate the 30-day holding period).

Receiving pre-clearance does not exclude you from other personal trading rules included in the Policy.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

APPENDIX H-LIMITED CHOICE POLICY

In order to comply with regulators expectations concerning the monitoring of trading activity within Covered Person accounts, Ameriprise Financial and Columbia Threadneedle Investments maintain a “limited choice” brokerage policy which dictates where certain types of securities must be held and traded.

The types of securities that are subject to the Limited Choice Policy are specified in Appendix E- Individual Securities Requirements. Securities not subject to the Limited Choice Policy may be held in brokerage accounts and must meet certain requirements. See Notification of Brokerage Accounts in Section 1.2 of Policy.

Securities subject to the Limited Choice Policy must be held, and trading must be conducted, through one of these brokers. Due to global availability of certain brokers and electronic feeds from those brokers, each region has specific requirements that must be followed for that region:

If you maintain a brokerage account outside of the approved brokers that holds securities subject to the Limited Choice policy, you have the following options:

Covered Persons must comply with the Limited Choice Policy requirements within 30 days of becoming a Covered Person.

This document is current as of the last review date but subject to change thereafter.

Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle

group of companies.

PGIM Quantitative Solutions LLC

Investment Adviser Code of Ethics

Policy Statement

Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing the principles that govern the conduct of investment advisory firms and their personnel. In addition, the Code must set forth specific requirements relating to personal securities trading activity including reporting transactions and holdings.

This PGIM Quantitative Solutions Investment Adviser Code of Ethics (the “Code”) was adopted in January, 2005 to meet the firm’s obligations under Rule 204A-1. Generally, this Code applies to directors, officers and employees acting in an investment advisory capacity who are known as Supervised Persons and, in some cases, also as Access Persons of the adviser. Supervised Persons covered by more than one code of ethics meeting the requirements of Rule 204A-1 will be subject to the code of the primary entity with which the Supervised Person is associated. Compliance is responsible for notifying each individual who is subject to the Code. Supervised Persons must be provided and must acknowledge receipt of this Code and any amendments to the Code. They must also comply with applicable federal securities laws.

In addition to this document, the following policies are also considered part of this Code:

Making the Right Choices

U.S. Information Barrier Standards

Personal Securities Trading Standards

Fiduciary Standards

Investment advisers frequently are fiduciaries for clients. Fiduciary status may exist under contract; common law; state law; or federal laws, such as the Investment Advisers Act of 1940, the Investment Company Act of 1940 and ERISA. Whenever PGIM Quantitative Solutions acts in a fiduciary capacity, it will endeavor to consistently put the client’s interest ahead of the Firm’s. It will disclose actual and potential meaningful conflicts of interest. It will manage actual conflicts in accordance with applicable legal standards. If applicable legal standards do not permit

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management of a conflict, the adviser will avoid the conflict. Adviser personnel will not engage in fraudulent, deceptive or manipulative conduct. Advisers will act with appropriate care, skill and diligence.

Advisory personnel are required to know when an adviser is acting as a fiduciary with respect to the work they are doing. In such cases, advisory personnel are expected to comply with all fiduciary standards applicable to the firm in performing their duties. In addition, they must also put the client’s interest ahead of their own personal interest. An employee’s fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations even if carried out through subordinates.

Employees should be aware that failure to adhere to the standards under this Code might lead to disciplinary action up to and including termination of employment.

Ethical Standards

Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.

It is the responsibility of management to make the Company’s ethical standards clear. At every level, employees must set the right example in their daily conduct. Prudential expects employees to be honest and forthright and to use good judgment. We expect them to deal fairly with customers, suppliers, competitors, and one another. We expect them to avoid taking unfair advantage of others through manipulation, concealment, abuse of confidential information or misrepresentation. Moreover, employees must understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.

It is each employee’s responsibility to adhere to this Code and Prudential’s Code of Ethics, “Making the Right Choices” by ensuring that we:

Because Ethics is not a science, there may be gray areas. We encourage individuals to ask for help in making the right decisions. Business Management, Business Ethics Officers, and our Human Resources, Law and Compliance and Enterprise Ethics professionals are all available for guidance at any time.

Monitoring/Training:

Annual IA Questionnaire: To ensure compliance with the guidelines outlined in this Code PGIM Quantitative Solutions Compliance administer an annual Investment Adviser Background Questionnaire (IABQ). The

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first part of this questionnaire is geared at preparing the PGIM Quantitative Solutions businesses’ annual investment advisory registration (Form ADV) filings with the SEC. These filings require that certain questions be answered on behalf of each investment advisor entity, its officers and associated employees. The second part of this questionnaire includes questions aimed at understanding both actual and apparent conflicts of interest, and fulfills associates’ disclosure requirements as outlined in Prudential’s Code of Ethics, “Making the Right Choices”. All PGIM Quantitative Solutions employees are required to complete the IABQ during the annual distribution; however, associates have a responsibility to adhere to Prudential’s values and guidelines and disclose any potential conflicts as they arise.

Annual Certification: Annually, all employees receive an electronic request to attest to their understanding of this Code, among other policies. The Corporate Compliance unit coordinates the annual process and maintains the required records.

New Hire Investment Advisor Background Questionnaire (IABQ): Based on the annual investment advisor questionnaire, this form intends to identify actual or potential conflicts between PGIM employees’ personal lives and their employment with PGIM or related area. Unlike the annual questionnaire, this version is administered as new hires and transfers into PGIM attend PGIM Compliance Orientation (New Hire training).

Training: In early 2018, PGIM introduced a new organizational approach to on-going employee compliance training delivered via an online microlearning platform called Axonify. Axonify is a unique, web-based training platform that leverages technology and an adaptive learning method to provide a fundamentally better and more measurable approach to compliance training. Content is refreshed per updates to internal policies and procedures and based on regulatory updates with such changes viewable in real-time to employees. Unlike traditional training practices, Axonify is designed as a persistent program without a target completion date. Available daily, employees are provided with fundamental and tailored questions-based training deployed in short bursts (i.e. five questions per session). The training questions utilize business pertinent scenarios and are designed to build upon an individual’s knowledge base over time. In addition, system provides a robust set of metrics including performance by question, average number of times an employee accessed the system over 30-days, number of topics graduated, confidence level, and knowledge growth.

In addition to Axonify continuous refresher training:

PGIM Quantitative Solutions Compliance also provides supplemental training for new hires and transfers covering the topics of outside business activities, personal securities trading, gifts and entertainment, pay to play laws.

Reporting Violations of the Code

Associates must communicate all situations that compromise the ethical standards of the company as well as any concerns in ethical behavior to any one (or more) of the following for resolution:

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If you have knowledge of or concern about an ethical, legal, or regulatory violation, you can raise your concerns without fear. Prudential will not engage in, nor tolerate retaliatory, threatening or harassing acts against any associate for reporting suspected unethical or illegal behaviors or practices.

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