As filed with the Securities and Exchange Commission on October 31, 2022.
Registration Nos. 333-146374
811-22127
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 ☒
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 85 ☒
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 86 ☒
(Check Appropriate Box or Boxes)
COLUMBIA FUNDS VARIABLE SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)
290 Congress Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 345-6611
Daniel J. Beckman
c/o Columbia Management Investment Advisers, LLC
290 Congress Street
Boston, Massachusetts 02210 		Ryan C. Larrenaga, Esq.
c/o Columbia Management Investment Advisers, LLC
290 Congress Street
Boston, Massachusetts 02210
(Name and Address of Agents for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
This Post-Effective Amendment relates to all series of the Registrant.
EXPLANATORY NOTE
This Post-Effective Amendment No. 85 to the Registration Statement on Form N-1A (File No. 333-146374) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 85 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 85 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 85 shall become effective upon filing with the SEC.

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

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(a)(17) Amendment No. 17 to the Agreement and Declaration of Trust effective November 14, 2016 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #54 on Form N-1A (a)(17) 2/17/2017
(a)(18) Amendment No. 18 to the Agreement and Declaration of Trust effective April 21, 2017 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #55 on Form N-1A (a)(18) 4/27/2017
(a)(19) Amendment No. 19 to the Agreement and Declaration of Trust effective November 14, 2017 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (a)(19) 12/19/2017
(a)(20) Amendment No. 20 to the Agreement and Declaration of Trust effective December 19, 2017 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #61 on Form N-1A (a)(20) 2/21/2018
(a)(21) Amendment No. 21 to the Agreement and Declaration of Trust effective May 1, 2018 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (a)(21) 12/7/2018
(a)(22) Amendment No. 22 to the Agreement and Declaration of Trust effective September 13, 2018 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (a)(22) 12/7/2018
(a)(23) Amendment No. 23 to the Agreement and Declaration of Trust effective January 31, 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #68 on Form N-1A (a)(23) 4/26/2019
(a)(24) Amendment No. 24 to the Agreement and Declaration of Trust effective June 19, 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (a)(24) 4/28/2020
(a)(25) Amendment No. 25 to the Agreement and Declaration of Trust effective October 9, 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (a)(25) 4/1/2021
(a)(26) Amendment No. 26 to the Agreement and Declaration of Trust effective July 17, 2021 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #80 on Form N-1A (a)(26) 10/29/2021
(a)(27) Amendment No. 27 to the Agreement and Declaration of Trust effective June 23, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (a)(27) 10/31/2022
(b) By-laws, effective September 6, 2007, most recently amended October 2, 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (b) 4/1/2021
(c) Stock Certificate:
Not Applicable. 		           
(d)(1) Management Agreement (amended and restated), dated April 25, 2016, between Columbia Management Investment Advisers, LLC, Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(1) 4/28/2016
(d)(1)(i) Schedule A and Schedule B, effective July 1, 2022, to the Management Agreement (amended and restated), dated April 25, 2016, between Columbia Management Investment Advisers, LLC, the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #203 on Form N-1A (d)(1)(i) 7/27/2022

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(d)(2) Management Agreement, dated November 15, 2017, between Columbia Management Investment Advisers, LLC, the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (d)(2) 12/19/2017
(d)(2)(i) Schedule A and Schedule B, effective December 7, 2021, to the Management Agreement, dated November 15, 2017, between Columbia Management Investment Advisers, LLC, the Registrant, Columbia Funds Series Trust and Columbia Funds Series Trust II Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #227 on Form N-1A (d)(2)(i) 12/7/2021
(d)(3) Management Agreement, effective May 1, 2016, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a series of Columbia Funds Variable Series Trust II Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(3) 4/28/2016
(d)(4) Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Allspring Global Investments, LLC (formerly known as Wells Capital Management Incorporated), dated June 15, 2021 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #389 on Form N-1A (d)(12) 11/23/2021
(d)(5) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(4) 5/15/2014
(d)(5)(i) Amendment No. 1, as of September 20, 2017, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (d)(4)(i) 12/19/2017
(d)(5)(ii) Amendment No. 2, as of December 16, 2020, to the Subadvisory Agreement, dated April 8, 2010, amended September 20, 2017, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and American Century Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (d)(4)(ii) 4/1/2021
(d)(6)(i) Amended and Restated Subadvisory Agreement, dated April 26, 2018, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (d)(6)(i) 4/27/2018
(d)(6)(ii) Sub-Subadvisory Agreement, dated April 26, 2018, between BlackRock Financial Management, Inc. and BlackRock International Limited Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (d)(6)(ii) 4/27/2018

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(d)(7) Subadvisory Agreement, dated January 2, 2018, between Columbia Management Investment Advisers, LLC and CenterSquare Investment Management LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #61 on Form N-1A (d)(7) 2/21/2018
(d)(8) Amended and Restated Subadvisory Agreement, dated November 23, 2021, between Columbia Management Investment Advisers, LLC and J.P. Morgan Investment Management Inc. Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #392 on Form N-1A (d)(19) 2/17/2022
(d)(8)(i) Amendment No. 1, dated September 9, 2022, to the Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC and J.P. Morgan Investment Management Inc., dated November 23, 2021 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #399 on Form N-1A (d)(19)(i) 10/3/2022
(d)(9) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(18) 5/15/2014
(d)(9)(i) Amendment No. 1, as of February 10, 2016, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC and Massachusetts Financial Services Company Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(20) 4/28/2016
(d)(9)(ii) Amendment No. 2, as of September 20, 2017, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016, between Columbia Management Investment Advisers, LLC and Massachusetts Financial Services Company Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (d)(17)(ii) 12/19/2017
(d)(10) Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(20) 5/15/2014
(d)(10)(i) Amendment No. 1, as of February 10, 2016, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC and Morgan Stanley Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #50 on Form N-1A (d)(22) 4/28/2016
(d)(10)(ii) Amendment No. 2, as of March 27, 2018, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016, between Columbia Management Investment Advisers, LLC and Morgan Stanley Investment Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(17)(ii) 12/7/2018

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(d)(11) Subadvisory Agreement, dated March 15, 2022, between Columbia Management Investment Advisers, LLC and Principal Global Investors, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #84 on Form N-1A (d)(23) 4/28/2022
(d)(12) Subadvisory Agreement, dated March 22, 2021, between Columbia Management Investment Advisers, LLC and Pzena Investment Management, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #81 on Form N-1A (d)(12) 4/4/2022
(d)(13)(i) Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Schroder Investment Management North America Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #72 on Form N-1A (d)(17)(i) 5/12/2020
(d)(13)(ii) Sub-Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC, Schroder Investment Management North America Inc. and Schroder Investment Management North America Ltd Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #72 on Form N-1A (d)(17)(ii) 5/12/2020
(d)(13)(iii) Amendment No. 1, dated January 26, 2021, to the Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Schroder Investment Management North America Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (d)(17)(iii) 4/1/2021
(d)(14) Subadvisory Agreement, dated April 18, 2019, between Columbia Management Investment Advisers, LLC and Scout Investments, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (d)(18) 5/20/2019
(d)(15) Subadvisory Agreement, dated March 22, 2021, between Columbia Management Investment Advisers, LLC and Segall Bryant & Hamill, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #80 on Form N-1A (d)(16) 10/29/2021
(d)(16) Subadvisory Agreement, dated September 14, 2016, between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #53 on Form N-1A (d)(29) 11/14/2016
(d)(16)(i) Amendment No. 1, dated July 24, 2018, to the Subadvisory Agreement, dated September 14, 2016, between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(22)(i) 12/7/2018
(d)(16)(ii) Amendment No. 2, dated November 9, 2018, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018, between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #66 on Form N-1A (d)(22)(ii) 12/7/2018
(d)(16)(iii) Amendment No. 3, dated March 19, 2019, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018 and November 9, 2018 between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (d)(22)(iii) 5/20/2019

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(d)(16)(iv) Amendment No. 4, dated June 23, 2022, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018, November 9, 2018 and March 19, 2019 between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (d)(16)(iv) 10/31/2022
(d)(16)(v) Amendment No. 5, dated September 9, 2022, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018, November 9, 2018, March 19, 2019 and June 23, 2022 between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (d)(16)(v) 10/31/2022
(d)(17) Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(26) 5/15/2014
(d)(17)(i) Amendment No. 1, as of November 1, 2019, to the Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company LLC (formerly TCW Investment Management Company) Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (d)(20)(i) 4/28/2020
(d)(18) Subadvisory Agreement, dated June 15, 2021, between Columbia Management Investment Advisers, LLC and Thompson, Siegel & Walmsley LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #80 on Form N-1A (d)(19) 10/29/2021
(d)(19) Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(27) 5/15/2014
(d)(19)(i) Amendment No. 6, as of November 1, 2018, to Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #196 on Form N-1A (d)(7)(i) 6/27/2019
(d)(19)(ii) Amendment No. 7, as of August 28, 2020, to Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended November 1, 2018, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #219 on Form N-1A (d)(6)(ii) 5/26/2021

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(d)(19)(iii) Amendment No. 8, as of September 8, 2021, to Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended August 28, 2020, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #233 on Form N-1A (d)(7)(iii) 10/19/2022
(d)(20) Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (d)(29) 5/15/2014
(d)(20)(i) Amendment No. 1, as of May 13, 2019, to Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #71 on Form N-1A (d)(22)(i) 4/28/2020
(d)(21) Subadvisory Agreement, dated March 17, 2020, between Columbia Management Investment Advisers, LLC and Walter Scott & Partners Limited Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #73 on Form N-1A (d)(24) 5/15/2020
(d)(22) Subadvisory Agreement, dated June 21, 2017, between Columbia Management Investment Advisers, LLC and Westfield Capital Management Company, L.P. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #57 on Form N-1A (d)(36) 9/18/2017
(d)(23) Subadvisory Agreement, dated March 19, 2019, between Columbia Management Investment Advisers, LLC and William Blair Investment Management, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (d)(26) 5/20/2019
(d)(23)(i) Amendment No. 1, as of March 22, 2021, to the Subadvisory Agreement, dated March 19, 2019, between Columbia Management Investment Advisers, LLC and William Blair Investment Management, LLC Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #79 on Form N-1A (d)(25)(i) 4/28/2021
(e)(1) Distribution Agreement, dated June 15, 2021, by and between Registrant, Columbia Funds Variable Insurance Trust and Columbia Management Investment Distributors, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #80 on Form N-1A (e)(1) 10/29/2021
(e)(1)(i) Schedule I, effective July 1, 2022, and Schedule II, dated September 7, 2010, to the Distribution Agreement, dated June 15, 2021, between Registrant, Columbia Funds Variable Insurance Trust and Columbia Management Investment Distributors, Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (e)(1)(i) 10/31/2022
(f) Deferred Compensation Plan, adopted as of December 31, 2020 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #218 on Form N-1A (f) 2/25/2021
(g)(1) Second Amended and Restated Master Global Custody Agreement with JPMorgan Chase Bank, N.A., dated March 7, 2011 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (g)(1) 5/15/2014

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(g)(2) Addendum (related to Columbia Variable Portfolio – Emerging Markets Bond Fund and Columbia Variable Portfolio – Managed Volatility Fund, now known as Variable Portfolio – Managed Volatility Moderate Growth Fund), dated March 9, 2012, and Addendum (related to Columbia Variable Portfolio – Commodity Strategy Fund), dated March 15, 2013, to the Second Amended and Restated Master Global Custody Agreement with JPMorgan Chase Bank, N.A., dated March 7, 2011 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #39 on Form N-1A (g)(2) 5/15/2014
(g)(3) Side letter (related to the China Connect Service on behalf of Columbia Variable Portfolio - Emerging Markets Fund and Columbia Variable Portfolio – Overseas Core Fund (formerly known as Columbia Variable Portfolio – Select International Equity Fund)), dated March 6, 2018, to the Second Amended and Restated Master Global Custody Agreement with JPMorgan Chase Bank, N.A., dated March 7, 2011 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (g)(3) 4/27/2018
(g)(4) Addendum (related to Columbia Variable Portfolio – Select Large Cap Equity Fund), dated November 8, 2017, to the Second Amended and Restated Master Global Custody Agreement with JPMorgan Chase Bank, N.A., dated March 7, 2011 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (g)(4) 12/19/2017
(h)(1) Shareholder Services Agreement by and between the Registrant, Columbia Funds Variable Insurance Trust and Columbia Management Investment Services Corp., dated June 15, 2021 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #80 on Form N-1A (h)(1) 10/29/2021
(h)(1)(i) Schedule A, effective July 1, 2022, and Schedule B, effective July 1, 2017, to the Shareholder Services Agreement by and between the Registrant, Columbia Funds Variable Insurance Trust and Columbia Management Investment Services Corp., dated June 15, 2021 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (h)(1)(i) 10/31/2022
(h)(2) Fee Waiver and Expense Cap Agreement, effective June 15, 2021, between Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant, Columbia Funds Series Trust, Columbia Funds Series Trust I, Columbia Funds Series Trust II and Columbia Funds Variable Insurance Trust Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #198 on Form N-1A (h)(2) 7/28/2021

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(h)(2)(i) Amendment, effective January 19, 2022, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective June 15, 2021, between Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant, Columbia Funds Series Trust, Columbia Funds Series Trust I, Columbia Funds Series Trust II and Columbia Funds Variable Insurance Trust Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #395 on Form N-1A (h)(3)(i) 7/18/2022
(h)(2)(ii) Schedule A, as of July 1, 2022, to the Amended and Restated Fee Waiver and Expense Cap Agreement, effective June 15, 2021, and amended January 19, 2022, between Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Investment Services Corp., the Registrant, Columbia Funds Series Trust, Columbia Funds Series Trust I, Columbia Funds Series Trust II and Columbia Funds Variable Insurance Trust Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #395 on Form N-1A (h)(3)(ii) 7/18/2022
(h)(3) Agreement and Plan of Reorganization, dated September 11, 2007, between RiverSource Variable Portfolio Funds, each a series of a Minnesota corporation, and corresponding RiverSource Variable Portfolio Funds, each a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, a Massachusetts business trust, and between RiverSource Variable Portfolio – Core Bond Fund, a series of RiverSource Variable Series Trust, and RiverSource Variable Portfolio – Diversified Bond Fund, a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #2 on Form N-1A (h)(5) 4/21/2008
(h)(4) Agreement and Plan of Reorganization, dated December 20, 2010 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #15 on Form N-1A (h)(9) 4/29/2011
(h)(5) Agreement and Plan of Redomiciling, dated December 20, 2010 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #15 on Form N-1A (h)(10) 4/29/2011
(h)(6) Agreement and Plan of Reorganization, dated October 9, 2012 Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #117 on Form N-1A (h)(9) 5/30/2013
(h)(7) Agreement and Plan of Reorganization, dated December 17, 2015 Incorporated by Reference Columbia Funds Series Trust 333-208706 Registration Statement on Form N-14 (4) 12/22/2015
(h)(8) Amended and Restated Credit Agreement, as of October 28, 2021 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #389 on Form N-1A (h)(8) 11/23/2021

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(h)(9) Master Inter-Fund Lending Agreement, dated May 1, 2018 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Registration Statement on Form N-1A (h)(11) 5/25/2018
(h)(9)(i) Schedule A and Schedule B, effective December 7, 2021, to the Master Inter-Fund Lending Agreement dated May 1, 2018 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #227 on Form N-1A (h)(9)(i) 12/7/2021
(h)(10)(i) Fund of Fund Investment Management Agreement, dated January 19, 2022, between BlackRock ETF Trust, BlackRock ETF Trust II, iShares Trust, iShares, Inc., IShares U.S. ETF Trust and Columbia Funds Series Trust, Columbia Funds Series Trust I, Columbia Funds Series Trust II and Columbia Funds Variable Series Trust II Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #392 on Form N-1A (h)(11) 2/17/2022
(h)(10)(ii) Fund of Fund Investment Management Agreement, dated January 19, 2022, between Vanguard Funds and Columbia Funds Series Trust I, Columbia Funds Variable Insurance Trust and Columbia Funds Variable Series Trust II Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #392 on Form N-1A (h)(13) 2/17/2022
(h)(10)(iii) Fund of Fund Investment Management Agreement, dated January 11, 2022, between Legg Mason Partners Variable Equity Trust and Columbia Funds Variable Insurance Trust and Columbia Funds Variable Series Trust II Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #81 on Form N-1A (h)(10)(iii) 4/4/2022
(h)(10)(iv) Fund of Fund Investment Management Agreement, dated January 19, 2022, between SPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial Average ETF Trust and Columbia Funds Variable Insurance Trust and Columbia Funds Variable Series Trust II Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #81 on Form N-1A (h)(10)(iv) 4/4/2022
(i)(1) Opinion and consent of counsel as to the legality of the securities being registered Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #38 on Form N-1A (i) 4/29/2014
(i)(2) Opinion and consent of counsel as to the legality of the securities being registered for Columbia Variable Portfolio – Select Large Cap Equity Fund Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #59 on Form N-1A (i)(2) 12/19/2017
(j) Consent of Independent Registered Public Accounting Firm: Not Applicable            
(k) Omitted Financial Statements: Not Applicable.            
(l) Initial Capital Agreement: Not Applicable.            
(m)(1) Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between the Registrant and Columbia Management Investment Distributors, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #38 on Form N-1A (m)(1) 4/29/2014

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(m)(1)(i) Schedule A, effective July 1, 2022, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between the Registrant and Columbia Management Investment Distributors, Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (m)(1)(i) 10/31/2022
(n) Rule 18f – 3(d) Plan, amended and restated July 1, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (n) 10/31/2022
(o) Reserved.            
(p)(1) Code of Ethics adopted under Rule 17j-1 for Registrant, effective March 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #68 on Form N-1A (p)(1) 4/26/2019
(p)(2) Columbia Threadneedle Investments Global Personal Account Dealing and Code of Ethics, effective December 2021 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #392 on Form N-1A (p)(2) 2/17/2022
(p)(3) Allspring Global Investments, LLC Code of Ethics Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #389 on Form N-1A (p)(11) 11/23/2021
(p)(4) American Century Investment Management, Inc. Code of Ethics, updated April 28, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (p)(4) 10/31/2022
(p)(5) BlackRock Financial Management, Inc. Code of Ethics, effective April 30, 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(5) 4/1/2021
(p)(6) BNY Mellon Code of Conduct (for Walter Scott & Partners Limited) effective August 2021 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #81 on Form N-1A (p)(6) 4/4/2022
(p)(7) CenterSquare Investment Management LLC Code of Ethics, effective May 15, 2021 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #80 on Form N-1A (p)(6) 10/29/2021
(p)(8) J.P. Morgan Investment Management Inc. Code of Ethics, effective February 1, 2005, last revised December 18, 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(10) 4/1/2021
(p)(9) Massachusetts Financial Services Company Code of Ethics, effective October 15, 2021 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #81 on Form N-1A (p)(10) 4/4/2022
(p)(10) Morgan Stanley Investment Management Inc. Code of Ethics, effective January 1, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (p)(10) 10/31/2022
(p)(11) Principal Global Investors, LLC Code of Ethics as of July 1, 2021 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #84 on Form N-1A (p)(21) 10/31/2022
(p)(12) Pzena Investment Management, LLC Code of Ethics revised June 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #79 on Form N-1A (p)(23) 4/28/2021
(p)(13) Schroder Investment Management North America Inc. Code of Ethics, effective May 1, 2017, revised May 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #72 on Form N-1A (p)(16) 5/12/2020
(p)(14) Scout Investments, Inc. Code of Ethics, effective August 2020 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #76 on Form N-1A (p)(18) 4/1/2021

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(p)(15) Segall Bryant & Hamill, LLC Code of Ethics, effective March 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (p)(15) 10/31/2022
(p)(16) T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics, as of March 7, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (p)(16) 10/31/2022
(p)(17) TCW Investment Management Company LLC Code of Ethics, dated June 27, 2022 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #397 on Form N-1A (p)(5) 8/25/2022
(p)(18) Thompson, Siegel & Walmsley LLC Code of Ethics, updated March 25, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (p)(18) 10/31/2022
(p)(19) Victory Capital Management Inc. Code of Ethics, effective January 1, 2022 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #81 on Form N-1A (p)(19) 4/4/2022
(p)(20) Westfield Capital Management Company, L.P. Code of Ethics, as of May 13, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (p)(20) 10/31/2022
(p)(21) William Blair Investment Management, LLC Code of Ethics, as of July 31, 2018 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #70 on Form N-1A (p)(24) 5/20/2019
Item 29. Persons Controlled by or Under Common Control with the Registrant
Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia funds-of-funds that invest primarily in shares of affiliated funds (the underlying funds). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 30. Indemnification
Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant's request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and each of its other trustees and officers (including persons who serve at Registrant's request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons), to the fullest extent authorized by applicable law against all liabilities and expenses in connection with the defense or disposition of any proceeding in which such Covered Person may be or may have been involved or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a trustee or officer or by reason of his or her being or having been such a Covered Person, all as more fully set forth in the Bylaws, which are filed as an exhibit to the registration statement.
Section 17(h) of the Investment Company Act of 1940 (1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

 

The Registrant’s Declaration of Trust provides that nothing in the Declaration of Trust shall protect any trustee or officer against any liabilities to the Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or position with or on behalf of the Registrant and the Registrant’s Bylaws provides that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
Pursuant to the Distribution Agreement, Columbia Management Investment Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement.
The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the 1933 Act) may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable.
Item 31. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (Columbia Management), the Registrant’s investment adviser, or any subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.
(1) Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which information is incorporated herein by reference. In addition to their position with Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.
(2) Allspring Global Investments, LLC (formerly known as Wells Capital Management Incorporated), performs investment management services for the Registrant and certain other clients. Information regarding the business of Allspring Global Investments, LLC and certain of its officers is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series subadvised by Allspring Global Investments, LLC and is incorporated herein by reference. Information about the business of Allspring Global Investments, LLC and the directors and principal executive officers of Allspring Global Investments, LLC is also included in the Form ADV filed by Allspring Global Investments, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21122), which information is incorporated herein by reference.
(3) American Century Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of American Century Investment Management, Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by American Century Investment Management, Inc. and is incorporated herein by reference. Information about the business of American Century Investment Management, Inc. and the directors and principal executive officers of American Century Investment Management, Inc. is also included in the Form ADV filed by American Century Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-8174), which information is incorporated herein by reference.
(4) BlackRock Financial Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock Financial Management, Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by BlackRock Financial Management, Inc. and is incorporated herein by reference. Information about the business of BlackRock

 

  Financial Management, Inc. and the directors and principal executive officers of BlackRock Financial Management, Inc. is also included in the Form ADV filed by BlackRock Financial Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-48433), which information is incorporated herein by reference.
(5) BlackRock International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock International Limited is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by BlackRock International Limited and is incorporated herein by reference. Information about the business of BlackRock International Limited and the directors and principal executive officers of BlackRock International Limited is also included in the Form ADV filed by BlackRock International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-51087), which information is incorporated herein by reference.
(6) CenterSquare Investment Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of CenterSquare Investment Management LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by CenterSquare Investment Management LLC and is incorporated herein by reference. Information about the business of CenterSquare Investment Management LLC and the directors and principal executive officers of CenterSquare Investment Management LLC is also included in the Form ADV filed by CenterSquare Investment Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-111965), which information is incorporated herein by reference.
(7) J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of J.P. Morgan Investment Management Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21011), which information is incorporated herein by reference.
(8) Massachusetts Financial Services Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Massachusetts Financial Services Company is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts Financial Services Company and the directors and principal executive officers of Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-17352), which information is incorporated herein by reference.
(9) Morgan Stanley Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Morgan Stanley Investment Management Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Morgan Stanley Investment Management Inc. and is incorporated herein by reference. Information about the business of Morgan Stanley Investment Management Inc. and the directors and principal executive officers of Morgan Stanley Investment Management Inc. is also included in the Form ADV filed by Morgan Stanley Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15757), which information is incorporated herein by reference.
(10) Principal Global Investors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Principal Global Investors, LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Principal Global Investors, LLC and is incorporated herein by reference. Information about the business of Principal Global Investors, LLC and the directors and principal executive officers of Principal Global Investors, LLC is also included in the Form ADV filed by Principal Global Investors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-55959), which information is incorporated herein by reference.
(11) Pzena Investment Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Pzena Investment Management, LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Pzena Investment Management, LLC and is incorporated herein by reference. Information about the business of Pzena Investment Management, LLC and the directors and principal executive officers of Pzena Investment Management, LLC is also included in the Form ADV filed by Pzena Investment Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-50838), which information is incorporated herein by reference.

 

(12) Schroder Investment Management North America Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Schroder Investment Management North America Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Schroder Investment Management North America Inc. and is incorporated herein by reference. Information about the business of Schroder Investment Management North America Inc. and the directors and principal executive officers of Schroder Investment Management North America Inc. is also included in the Form ADV filed by Schroder Investment Management North America Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15834), which information is incorporated herein by reference.
(13) Schroder Investment Management North America Ltd performs investment management services for the Registrant and certain other clients. Information regarding the business of Schroder Investment Management North America Ltd is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Schroder Investment Management North America Ltd and is incorporated herein by reference. Information about the business of Schroder Investment Management North America Ltd and the directors and principal executive officers of Schroder Investment Management North America Ltd is also included in the Form ADV filed by Schroder Investment Management North America Ltd with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-37163), which information is incorporated herein by reference.
(14) Scout Investments, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Scout Investments, Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Scout Investments, Inc. and is incorporated herein by reference. Information about the business of Scout Investments, Inc. and the directors and principal executive officers of Scout Investments, Inc. is also included in the Form ADV filed by Scout Investments, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-60188), which information is incorporated herein by reference.
(15) Segall Bryant & Hamill, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Segall Bryant & Hamill, LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Segall Bryant & Hamill, LLC and is incorporated herein by reference. Information about the business of Segall Bryant & Hamill, LLC and the directors and principal executive officers of Segall Bryant & Hamill, LLC is also included in the Form ADV filed by Segall Bryant & Hamill, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47232), which information is incorporated herein by reference.
(16) T. Rowe Price Associates, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of T. Rowe Price Associates, Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by T. Rowe Price Associates, Inc. and is incorporated herein by reference. Information about the business of T. Rowe Price Associates, Inc. and the directors and principal executive officers of T. Rowe Price Associates, Inc. is also included in the Form ADV filed by T. Rowe Price Associates, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-856), which information is incorporated herein by reference.
(17) TCW Investment Management Company LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by TCW Investment Management Company LLC and is incorporated herein by reference. Information about the business of TCW Investment Management Company LLC and the directors and principal executive officers of TCW Investment Management Company LLC is also included in the Form ADV filed by TCW Investment Management Company LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which information is incorporated herein by reference.
(18) Thompson, Siegel & Walmsley LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Thompson, Siegel & Walmsley LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Thompson, Siegel & Walmsley LLC and is incorporated herein by reference. Information about the business of Thompson, Siegel & Walmsley LLC and the directors and principal executive officers of Thompson, Siegel & Walmsley LLC is also included in the Form ADV filed by Thompson, Siegel & Walmsley LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-6273), which information is incorporated herein by reference.
(19) Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Threadneedle International

 

  Limited and is incorporated herein by reference. Information about the business of Threadneedle International Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63196), which information is incorporated herein by reference.
(20) Victory Capital Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Victory Capital Management Inc. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Victory Capital Management Inc. and is incorporated herein by reference. Information about the business of Victory Capital Management Inc. and the directors and principal executive officers of Victory Capital Management Inc. is also included in the Form ADV filed by Victory Capital Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46878), which information is incorporated herein by reference.
(21) Walter Scott & Partners Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Walter Scott & Partners Limited is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Walter Scott & Partners Limited and is incorporated herein by reference. Information about the business of Walter Scott & Partners Limited and the directors and principal executive officers of Walter Scott & Partners Limited is also included in the Form ADV filed by Walter Scott & Partners Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-19420), which information is incorporated herein by reference.
(22) Westfield Capital Management Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Westfield Capital Management Company, L.P. is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by Westfield Capital Management Company, L.P. and is incorporated herein by reference. Information about the business of Westfield Capital Management Company, L.P. and the directors and principal executive officers of Westfield Capital Management Company, L.P. is also included in the Form ADV filed by Westfield Capital Management Company, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-69413), which information is incorporated herein by reference.
(23) William Blair Investment Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of William Blair Investment Management, LLC is set forth in the Prospectus(es) and Statement of Additional Information of the Registrant’s series that are subadvised by William Blair Investment Management, LLC and is incorporated herein by reference. Information about the business of William Blair Investment Management, LLC and the directors and principal executive officers of William Blair Investment Management, LLC is also included in the Form ADV filed by William Blair Investment Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-80640), which information is incorporated herein by reference.
Item 32. Principal Underwriter
(a) Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant:
  Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Series Trust II; Columbia Funds Variable Insurance Trust and Wanger Advisors Trust.
(b) As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.
    
Name and
Principal Business Address* 		  Position and Offices
with Principal Underwriter 		  Positions and Offices with Registrant
William F. Truscott   Chief Executive Officer and Director   Senior Vice President
Scott E. Couto   President and Director   None
Jason S. Bartylla   Chief Financial Officer   None
Michael E. DeFao   Vice President, Chief Legal Officer and Assistant Secretary   Vice President and Assistant Secretary
Stephen O. Buff   Vice President, Chief Compliance Officer   None
James Bumpus   Vice President and Head of Intermediary Markets   None
Thomas A. Jones   Vice President and Head of Strategic Relations   None
Gary Rawdon   Vice President – Sales Governance and Administration   None
Leslie A. Walstrom   Global Head of Marketing   None

 

Name and
Principal Business Address* 		  Position and Offices
with Principal Underwriter 		  Positions and Offices with Registrant
Daniel J. Beckman   Vice President and Head of North America Product and Director   Board Member, President and
Principal Executive Officer
Marc Zeitoun   Chief Operating Officer, North American Distribution   None
Wendy B. Mahling   Secretary   None
Amy L. Hackbarth   Vice President and Assistant Secretary   None
Mark D. Kaplan   Vice President and Assistant Secretary   None
Nancy W. LeDonne   Vice President and Assistant Secretary   None
Ryan C. Larrenaga   Vice President and Assistant Secretary   Senior Vice President, Chief Legal Officer and Secretary
Joseph L. D’Alessandro   Vice President and Assistant Secretary   Assistant Secretary
Megan Garcy   Vice President and Assistant Secretary   Assistant Secretary
Christopher O. Petersen   Vice President and Assistant Secretary   Senior Vice President and Assistant Secretary
Shweta J. Jhanji   Vice President and Treasurer   None
Michael Tempesta   Anti-Money Laundering Officer and Identity Theft Prevention Officer   None
Kevin Wasp   Ombudsman   None
Kristin Weisser   Conflicts Officer   None
* The principal business address of Columbia Management Investment Distributors, Inc. is 290 Congress Street, Boston, MA 02210.
(c) Not Applicable.
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:
■ Registrant, 290 Congress Street, Boston, MA 02210;
■ Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 290 Congress Street, Boston, MA 02210;
■ Registrant’s subadviser, Allspring Global Investments, LLC (formerly known as Wells Capital Management Incorporated), 525 Market Street, San Francisco, CA 94105;
■ Registrant’s subadviser, American Century Investment Management, Inc., 4500 Main Street, Kansas City, MO 64111-7709;
■ Registrant’s subadviser, BlackRock Financial Management, Inc., 55 East 52nd Street, New York, NY 10055;
■ Registrant’s sub-subadviser, BlackRock International Limited, Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, Scotland;
■ Registrant’s subadviser, CenterSquare Investment Management LLC, 630 W Germantown Pike, Suite 300, Plymouth Meeting, PA 19462;
■ Registrant’s subadviser, J.P. Morgan Investment Management Inc., 383 Madison Avenue, New York, NY 10179;
■ Registrant’s subadviser, Massachusetts Financial Services Company, 111 Huntington Ave., Boston, MA 02199;
■ Registrant’s subadviser, Morgan Stanley Investment Management Inc., 522 Fifth Avenue, New York, NY 10036;
■ Registrant’s subadviser, Principal Global Investors, LLC, 711 High Street, Des Moines, IA 50392;
■ Registrant’s subadviser, Pzena Investment Management, LLC, 320 Park Avenue, 8th Floor, New York, NY 10022;
■ Registrant’s subadviser, Schroder Investment Management North America Inc., 7 Bryant Park, New York, NY 10018-3706;
■ Registrant’s sub-subadviser, Schroder Investment Management North America Ltd, 1 London Wall Place, London EC2Y 5AU, UK;
■ Registrant’s subadviser, Scout Investments, Inc., 1201 Walnut Street, 21st Floor, Kansas City, MO 64106;
■ Registrant’s subadviser, Segall Bryant & Hamill, LLC, 540 West Madison Street, Suite 1900, Chicago, IL 60661-2551;
■ Registrant’s subadviser, T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202;
■ Registrant’s subadviser, TCW Investment Management Company LLC, 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017;
■ Registrant’s subadviser, Thompson, Siegel & Walmsley LLC, 6641 West Broad Street, Suite 600, Richmond, VA 23230;

 

■ Registrant’s subadviser, Threadneedle International Limited, Cannon Place, 78 Cannon Street, London EC4N 6AG, UK;
■ Registrant’s subadviser, Victory Capital Management Inc., 15935 La Cantera Parkway, San Antonio, TX 78256;
■ Registrant’s subadviser, Walter Scott & Partners Limited, One Charlotte Square, Edinburgh EH2 4DR, UK;
■ Registrant’s subadviser, Westfield Capital Management Company, L.P., One Financial Center, Boston, MA 02111;
■ Registrant’s subadviser, William Blair Investment Management, LLC, 150 North Riverside Plaza, Chicago, IL, 60606;
■ Former subadviser, AQR Capital Management, LLC, Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830;
■ Former subadviser, Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746;
■ Former subadviser, Columbia Wanger Asset Management, LLC, 71 S. Wacker Drive, Chicago, IL 60606;
■ Former subadviser, Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31st Floor, Dallas, TX 75201-2761;
■ Former subadviser, BMO Asset Management Corp., 115 South LaSalle Street, 11th Floor, Chicago, IL, 60603;
■ Former subadviser, Eaton Vance Management, Two International Place, Boston, MA 02110;
■ Former subadviser, FIAM LLC (d/b/a Pyramis Global Advisors), 900 Salem Street, Smithfield, RI 02917;
■ Former subadviser, Donald Smith & Co., Inc., 152 West 57th Street, 22nd Floor, New York, NY 10019;
■ Former subadviser, Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, GA 30309;
■ Former sub-subadviser, Investment Counselors of Maryland, LLC, 300 East Lombard Street, Suite 810, Baltimore, MD 21202;
■ Former subadviser, Jacobs Levy Equity Management, Inc., 100 Campus Drive, 2nd Floor West, Florham Park, NJ 07932-0650;
■ Former subadviser, Jennison Associates LLC, 466 Lexington Avenue, New York, NY 10017;
■ Former subadviser, Kennedy Capital Management, Inc., 10829 Olive Boulevard, St. Louis, MO 63141;
■ Former subadviser, Loomis, Sayles & Company, L.P., One Financial Center, Boston, MA 02111-2621;
■ Former subadviser, Los Angeles Capital Management, LLC (formerly Los Angeles Capital Management and Equity Research, Inc.), 11150 Santa Monica Blvd., Suite 200, Los Angeles, CA 90025;
■ Former subadviser, The London Company of Virginia, 1800 Bayberry Court, Suite 301, Richmond, VA 23226;
■ Former subadviser, Marsico Capital Management, LLC, 1200 17th Street, Suite 1600, Denver, CO 80202;
■ Former subadviser, Mondrian Investment Partners Limited, 10 Gresham Street, 5th Floor, London EC2V7JD, UK;
■ Former subadviser, Nuveen Asset Management, LLC, 333 West Wacker Drive, Chicago, IL 60606;
■ Former subadviser, OppenheimerFunds, Inc. 225 Liberty Street, New York, NY 10281;
■ Former subadviser, Palisade Capital Management, L.L.C., One Bridge Plaza North, Suite 695, Fort Lee, NJ 07024;
■ Former subadviser, River Road Asset Management, LLC, 462 South Fourth Street, Suite 2000, Louisville, KY 40202-3466;
■ Former subadviser, Sit Investment Associates, Inc., 3300 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402;
■ Former subadviser, Snow Capital Management L.P., 1605 Carmody Court, Suite 300, Sewickley, PA 15143-8992;
■ Former subadviser, Winslow Capital Management, LLC, 4400 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402;
■ Allianz Global Investors U.S. LLC (a successor for former subadviser NFJ Investment Group LLC), 1633 Broadway, 43rd Floor, New York, NY 10019;
■ Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 290 Congress Street, Boston, MA 02210;
■ Registrant’s transfer agent, Columbia Management Investment Services Corp., 290 Congress Street, Boston, MA 02210;
■ Registrant’s sub-transfer agent, DST Asset Manager Services, 2000 Crown Colony Dr., Quincy, MA 02169; and
■ Registrant’s custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005.
In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.

 

Certain information on the above-referenced physical possession of accounts, books and other documents is also included in the Registrant’s filings on Form N-CEN filed with the Securities and Exchange Commission on March 15, 2022.
Item 34. Management Services
Not Applicable.
Item 35. Undertakings
Not Applicable.

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS VARIABLE SERIES TRUST II, has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and the Commonwealth of Massachusetts on the 31st day of October, 2022.
COLUMBIA FUNDS VARIABLE SERIES TRUST II
By: /s/ Daniel J. Beckman
  Daniel J. Beckman
Trustee and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 31st day of October, 2022.
Signature Capacity Signature Capacity
/s/ Daniel J. Beckman Trustee and President
(Principal Executive Officer) 		/s/ J. Kevin Connaughton* Trustee
Daniel J. Beckman J. Kevin Connaughton
/s/ Michael G. Clarke* Chief Financial Officer,
Principal Financial Officer
and Senior Vice President 		/s/ Olive M. Darragh* Trustee
Michael G. Clarke Olive M. Darragh
/s/ Joseph Beranek* Treasurer, Chief
Accounting Officer
(Principal Accounting Officer) and Principal Financial Officer 		/s/ Patricia M. Flynn* Trustee
Joseph Beranek Patricia M. Flynn
/s/ Catherine James Paglia* Co-Chair of the Board /s/ Brian J. Gallagher* Trustee
Catherine James Paglia Brian J. Gallagher
/s/ Douglas A. Hacker* Co-Chair of the Board /s/ Nancy T. Lukitsh* Trustee
Douglas A. Hacker Nancy T. Lukitsh
/s/ George S. Batejan* Trustee /s/ David M. Moffett* Trustee
George S. Batejan David M. Moffett
/s/ Kathleen A. Blatz* Trustee /s/ Minor M. Shaw* Trustee
Kathleen A. Blatz Minor M. Shaw
/s/ Pamela G. Carlton* Trustee /s/ Natalie A. Trunow* Trustee
Pamela G. Carlton Natalie A. Trunow
/s/ Janet Langford Carrig* Trustee /s/ Sandra Yeager* Trustee
Janet Langford Carrig Sandra Yeager
    
* By:
Name: 		/s/ Joseph D’Alessandro  
Joseph D’Alessandro**
Attorney-in-fact 		 
** Executed by Joseph D’Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated February 1, 2021, on behalf of Joseph Beranek pursuant to a Power of Attorney, dated January 3, 2020, and on behalf of each of the Trustees pursuant to a Trustees Power of Attorney, dated January 1, 2021.

 

COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA ETF TRUST
COLUMBIA ETF TRUST I
COLUMBIA ETF TRUST II
(each a “Registrant”)
POWER OF ATTORNEY
Each of the undersigned constitutes and appoints Michael G. Clarke, Joseph D’Alessandro, Paul B. Goucher, Michael E. DeFao, Ryan C. Larrenaga, John M. Loder, Brian D. McCabe, Christopher O. Petersen, and Megan E. Garcy, each individually, his or her true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as a trustee of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked with respect to any undersigned trustee by any subsequent power of attorney the undersigned may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.

Dated: January 1, 2021

[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

 

/s/ George S. Batejan Trustee /s/ Nancy T. Lukitsh Trustee
George S. Batejan Nancy T. Lukitsh
/s/ Kathleen A. Blatz Trustee /s/ David M. Moffett Trustee
Kathleen A. Blatz David M. Moffett
/s/ Pamela G. Carlton Trustee /s/ Patricia M. Flynn Trustee
Pamela G. Carlton Patricia M. Flynn
/s/ Janet L. Carrig Trustee /s/ Catherine James Paglia Trustee
Janet L. Carrig Catherine James Paglia
/s/ J. Kevin Connaughton Trustee /s/ Christopher O. Petersen Trustee
J. Kevin Connaughton Christopher O. Petersen
/s/ Olive M. Darragh Trustee /s/ Anthony M. Santomero Trustee
Olive M. Darragh Anthony M. Santomero
/s/ Patricia M. Flynn Trustee /s/ Minor M. Shaw Trustee
Patricia M. Flynn Minor M. Shaw
/s/ Brian J. Gallagher Trustee /s/ Natalie A. Trunow Trustee
Brian J. Gallagher Natalie A. Trunow
/s/ Douglas Hacker Trustee /s/ Sandra Yeager Trustee
Douglas Hacker Sandra Yeager

 

COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA ETF TRUST
COLUMBIA ETF TRUST I
COLUMBIA ETF TRUST II
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Joseph D’Alessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as Chief Financial Officer, Principal Financial Officer and Senior Vice President of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office(s) of a Registrant.
Dated: February 1, 2021
/s/ Michael G. Clarke
Michael G. Clarke

 

COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA SELIGMAN PREMIUM TECHNOLOGY GROWTH FUND, INC.
TRI-CONTINENTAL COPORATION
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Michael G. Clarke, Marybeth Pilat, Joseph D’Alessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as Treasurer, Chief Accounting Officer (Principal Accounting Officer), and Principal Financial Officer of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office(s) of the Registrant.
Dated: January 3, 2020
/s/ Joseph Beranek
Joseph Beranek

 

Exhibit Index
Exhibits Related to Item 28 of Part C
(a)(27) Amendment No. 27 to the Agreement and Declaration of Trust effective June 23, 2022
(d)(16)(iv) Amendment No. 4, dated June 23, 2022, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018, November 9, 2018 and March 19, 2019 between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc.
(d)(16)(v) Amendment No. 5, dated September 9, 2022, to the Subadvisory Agreement, dated September 14, 2016, as amended July 24, 2018, November 9, 2018, March 19, 2019 and June 23, 2022 between Columbia Management Investment Advisers, LLC and T. Rowe Price Associates, Inc.
(e)(1)(i) Schedule I, effective July 1, 2022, and Schedule II, dated September 7, 2010, to the Distribution Agreement, dated June 15, 2021, between Registrant, Columbia Funds Variable Insurance Trust and Columbia Management Investment Distributors, Inc.
(h)(1)(i) Schedule A, effective July 1, 2022, and Schedule B, effective July 1, 2017, to the Shareholder Services Agreement by and between the Registrant, Columbia Funds Variable Insurance Trust and Columbia Management Investment Services Corp., dated June 15, 2021
(m)(1)(i) Schedule A, effective July 1, 2022, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between the Registrant and Columbia Management Investment Distributors, Inc.
(n) Rule 18f – 3(d) Plan, amended and restated July 1, 2022
(p)(4) American Century Investment Management, Inc. Code of Ethics, updated April 28, 2022
(p)(10) Morgan Stanley Investment Management Inc. Code of Ethics, effective January 1, 2022
(p)(15) Segall Bryant & Hamill, LLC Code of Ethics, effective March 2022
(p)(16) T. Rowe Price Group, Inc. and Its Affiliates Code of Ethics, as of March 7, 2022
(p)(18) Thompson, Siegel & Walmsley LLC Code of Ethics, updated March 25, 2022
(p)(20) Westfield Capital Management Company, L.P. Code of Ethics, as of May 13, 2022

COLUMBIA FUNDS VARIABLE SERIES TRUST II

AMENDMENT NO. 27 TO THE

AGREEMENT AND DECLARATION OF TRUST

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

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

NOW, THEREFORE, The undersigned, being at least a majority of the Trustees of the Trust, do hereby certify that we have authorized the liquidation of CTIVP – Allspring Short Duration Government Fund (formerly known as CTIVP – Wells Fargo Short Duration Government Fund), and the renaming of Columbia Variable Portfolio – Mid Cap Growth Fund to Columbia Variable Portfolio – Select Mid Cap Growth Fund and CTIVP – Loomis Sayles Growth Fund to CTIVP – Principal Blue Chip Growth Fund:

 

  1.

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

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

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Disciplined Core Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Strategic Income Fund

Columbia Variable Portfolio – Government Money Market Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Overseas Core Fund

Columbia Variable Portfolio – Select Large Cap Equity Fund

Columbia Variable Portfolio – Select Large Cap Value Fund

Columbia Variable Portfolio – Select Mid Cap Growth Fund

Columbia Variable Portfolio – Select Mid Cap Value Fund

Columbia Variable Portfolio – Select Small Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

CTIVP – American Century Diversified Bond Fund

CTIVP – BlackRock Global Inflation-Protected Securities Fund

CTIVP – CenterSquare Real Estate Fund

CTIVP – MFS® Value Fund

CTIVP – Morgan Stanley Advantage Fund

CTIVP – Principal Blue Chip Growth Fund

CTIVP – T. Rowe Price Large Cap Value Fund

CTIVP – TCW Core Plus Bond Fund

CTIVP – Victory Sycamore Established Value Fund

CTIVP – Westfield Mid Cap Growth Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – Conservative Portfolio

Variable Portfolio – Managed Volatility Moderate Growth Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Partners Core Bond Fund

Variable Portfolio – Partners Core Equity Fund

Variable Portfolio – Partners International Core Equity Fund

Variable Portfolio – Partners International Growth Fund

Variable Portfolio – Partners International Value Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

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

The rest of this Section 6 remains unchanged.

The rest of the Declaration of Trust remains unchanged.

The foregoing amendment is effective as of June 23, 2022.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 27 to the Declaration of Trust on

June 23, 2022.

 

/s/ George S. Batejan

George S. Batejan

    

/s/ Brian J. Gallagher

Brian J. Gallagher

/s/ Kathleen A. Blatz

Kathleen A. Blatz

    

/s/ Douglas A. Hacker

Douglas A. Hacker

/s/ Daniel J. Beckman

Daniel J. Beckman

    

/s/ Nancy T. Lukitsh

Nancy T. Lukitsh

/s/ Pamela G. Carlton

Pamela G. Carlton

    

/s/ David M. Moffett

David M. Moffett

/s/ Janet Langford Carrig

Janet Langford Carrig

    

/s/ Catherine James Paglia

Catherine James Paglia

/s/ J. Kevin Connaughton

J. Kevin Connaughton

    

/s/ Minor M. Shaw

Minor M. Shaw

/s/ Olive M. Darragh

Olive M. Darragh

    

/s/ Natalie A. Trunow

Natalie A. Trunow

/s/ Patricia M. Flynn

Patricia M. Flynn

    

/s/ Sandra L. Yeager

Sandra L. Yeager

 

Registered Agent:    Corporation Service Company
   84 State Street
   Boston, MA 02109

AMENDMENT NO. 4

TO THE SUBADVISORY AGREEMENT

This Amendment No. 4 (the “Amendment”), made and entered into as of June 23, 2022, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Subadviser”), dated September 14, 2016, as amended July 24, 2018, November 9, 2018 and March 19, 2019 (the “Agreement”).

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

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

 

  1.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

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

 

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

/s/ David Weiss

     By:  

/s/ Terence Baptiste

  Signature       Signature
Name:  

David Weiss

     Name:  

Terence Baptiste

  Printed       Printed
Title:  

Assistant Secretary

     Title:  

Vice President

AMENDMENT NO. 4

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

AMENDMENT NO. 5

TO THE SUBADVISORY AGREEMENT

This Amendment No. 5 (the “Amendment”), made and entered into as of September 9, 2022, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Subadviser”), dated September 14, 2016, as amended July 24, 2018, November 9, 2018, March 19, 2019 and June 23, 2022 (the “Agreement”).

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

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

 

  1.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

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

 

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

/s/ David Weiss

     By:  

/s/ Terrence Baptiste

  Signature       Signature
Name:  

David Weiss

     Name:  

Terrence Baptiste

  Printed       Printed
Title:  

Assistant Secretary

     Title:  

Vice President

AMENDMENT NO. 5

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

Distribution Agreement – Schedules – CFVIT and CFVST II

Schedule I

As of July 1, 2022

Columbia Funds Variable Insurance Trust

Columbia Variable Portfolio – Contrarian Core Fund

Columbia Variable Portfolio – Long Government/Credit Bond Fund

Columbia Variable Portfolio – Select Large Cap Growth Fund

Columbia Variable Portfolio – Small Cap Value Fund1

Columbia Variable Portfolio – Small Company Growth Fund

Columbia Variable Portfolio – Strategic Income Fund

Variable Portfolio – Managed Risk Global Fund

Variable Portfolio – Managed Risk U.S. Fund

Variable Portfolio – Managed Volatility Conservative Fund

Variable Portfolio – Managed Volatility Conservative Growth Fund

Variable Portfolio – Managed Volatility Growth Fund

Variable Portfolio – U.S. Flexible Conservative Growth Fund

Variable Portfolio – U.S. Flexible Growth Fund

Variable Portfolio – U.S. Flexible Moderate Growth Fund

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Disciplined Core Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Strategic Income Fund

Columbia Variable Portfolio – Government Money Market Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Overseas Core Fund

Columbia Variable Portfolio – Select Large Cap Equity Fund

Columbia Variable Portfolio – Select Large Cap Value Fund

Columbia Variable Portfolio – Select Mid Cap Growth Fund

Columbia Variable Portfolio – Select Mid Cap Value Fund

Columbia Variable Portfolio – Select Small Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

CTIVP® – American Century Diversified Bond Fund

CTIVP® – BlackRock Global Inflation-Protected Securities Fund

CTIVP® – CenterSquare Real Estate Fund

CTIVP® – MFS® Value Fund

CTIVP® – Morgan Stanley Advantage Fund

CTIVP® – Principal Blue Chip Growth Fund

CTIVP® – T. Rowe Price Large Cap Value Fund

CTIVP® – TCW Core Plus Bond Fund

CTIVP® – Victory Sycamore Established Value Fund

CTIVP® – Westfield Mid Cap Growth Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – Conservative Portfolio

Distribution Agreement – Schedules – CFVIT and CFVST II

 

Variable Portfolio – Managed Volatility Moderate Growth Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Partners Core Bond Fund

Variable Portfolio – Partners Core Equity Fund

Variable Portfolio – Partners International Core Equity Fund

Variable Portfolio – Partners International Growth Fund

Variable Portfolio – Partners International Value Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

Distribution Agreement – Schedules – CFVIT and CFVST II

 

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule I as of July 1, 2022.

 

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

/s/ Daniel J. Beckman

  Name:   Daniel J. Beckman
  Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:  

/s/ Scott E. Couto

Name:   Scott E. Couto
Title:   President

Distribution Agreement – Schedules – CFVIT and CFVST II

 

SCHEDULE II

COMPENSATION

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

Approved: Sept. 7, 2010

Schedule – TA Agreement – CFVIT and CFVST II

 

SCHEDULE A

As of July 1, 2022

Columbia Funds Variable Insurance Trust

Columbia Variable Portfolio – Contrarian Core Fund

Columbia Variable Portfolio – Long Government/Credit Bond Fund

Columbia Variable Portfolio – Small Cap Value Fund

Columbia Variable Portfolio – Small Company Growth Fund

Columbia Variable Portfolio – Strategic Income Fund

Variable Portfolio – Managed Risk Fund

Variable Portfolio – Managed Risk U.S. Fund

Variable Portfolio – Managed Volatility Conservative Fund

Variable Portfolio – Managed Volatility Conservative Growth Fund

Variable Portfolio – Managed Volatility Growth Fund

Variable Portfolio – U.S. Flexible Conservative Growth Fund

Variable Portfolio – U.S. Flexible Growth Fund

Variable Portfolio – U.S. Flexible Moderate Growth Fund

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Disciplined Core Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Strategic Income Fund

Columbia Variable Portfolio – Government Money Market Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Overseas Core Fund

Columbia Variable Portfolio – Select Large Cap Equity Fund

Columbia Variable Portfolio – Select Large Cap Value Fund

Columbia Variable Portfolio – Select Mid Cap Growth Fund

Columbia Variable Portfolio – Select Mid Cap Value Fund

Columbia Variable Portfolio – Select Small Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

CTIVP® – American Century Diversified Bond Fund

CTIVP® – BlackRock Global Inflation-Protected Securities Fund

CTIVP® – CenterSquare Real Estate Fund

CTIVP®– MFS® Value Fund

CTIVP® – Morgan Stanley Advantage Fund

CTIVP® – Principal Blue Chip Growth Fund

CTIVP® – T. Rowe Price Large Cap Value Fund

CTIVP® – TCW Core Plus Bond Fund

CTIVP® – Victory Sycamore Established Value Fund

CTIVP®– Westfield Mid Cap Growth Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – Conservative Portfolio

Variable Portfolio – Managed Volatility Moderate Growth Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Partners Core Bond Fund

Variable Portfolio – Partners Core Equity Fund

Variable Portfolio – Partners International Core Equity Fund

Variable Portfolio – Partners International Growth Fund

Variable Portfolio – Partners International Value Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

SCHEDULE B

Effective July 1, 2017

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

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

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

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

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

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of July 1, 2022.

 

COLUMBIA FUNDS VARIABLE INSURANCE TRUST COLUMBIA FUNDS VARIABLE SERIES TRUST II
on behalf of its series listed on Schedule A
By:  

/s/ Daniel J. Beckman

  Name: Daniel J. Beckman
  Title: President
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:  

/s/ Lyn Kephart-Strong

  Name: Lyn Kephart-Strong
  Title: President

12b-1 Schedule – CFVST II

Schedule A

Effective July 1, 2022

 

Funds

   

Classes

  

Class 2

   

Class 3

   

Class 4

Columbia Funds Variable Series Trust II                                                                        
Columbia Variable Portfolio – Balanced Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Commodity Strategy Fund    Class 2    —    —
Columbia Variable Portfolio – Disciplined Core Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Dividend Opportunity Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Emerging Markets Bond Fund    Class 2    —    —
Columbia Variable Portfolio – Emerging Markets Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Global Strategic Income Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Government Money Market Fund    Class 2    Class 3    —
Columbia Variable Portfolio – High Yield Bond Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Income Opportunities Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Intermediate Bond Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Large Cap Growth Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Large Cap Index Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Limited Duration Credit Fund    Class 2    —    —
Columbia Variable Portfolio – Overseas Core Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Select Large Cap Equity Fund    Class 2    —    —
Columbia Variable Portfolio – Select Large Cap Value Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Select Mid Cap Growth Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Select Mid Cap Value Fund    Class 2    Class 3    —
Columbia Variable Portfolio – Select Small Cap Value Fund    Class 2    Class 3    —
Columbia Variable Portfolio - Seligman Global Technology Fund    Class 2    —    —
Columbia Variable Portfolio - U.S. Government Mortgage Fund    Class 2    Class 3    —
CTIVP® – American Century Diversified Bond Fund    Class 2    —    —
CTIVP® – BlackRock Global Inflation-Protected Securities Fund    Class 2    Class 3    —
CTIVP® – CenterSquare Real Estate Fund    Class 2    —    —
CTIVP® – MFS® Value Fund    Class 2    —    —
CTIVP® – Morgan Stanley Advantage Fund    Class 2    —    —
CTIVP® – Principal Blue Chip Growth Fund    Class 2    —    —
CTIVP® – T. Rowe Price Large Cap Value Fund    Class 2    —    —
CTIVP® – TCW Core Plus Bond Fund    Class 2    —    —
CTIVP® – Victory Sycamore Established Value Fund    Class 2    Class 3    —
CTIVP® – Westfield Mid Cap Growth Fund    Class 2    —    —
Variable Portfolio – Aggressive Portfolio    Class 2    —    Class 4
Variable Portfolio – Conservative Portfolio    Class 2    —    Class 4
Variable Portfolio – Managed Volatility Moderate Growth Fund    Class 2    —    —
Variable Portfolio – Moderate Portfolio    Class 2    —    Class 4
Variable Portfolio – Moderately Aggressive Portfolio    Class 2    —    Class 4
Variable Portfolio – Moderately Conservative Portfolio    Class 2    —    Class 4
Variable Portfolio – Partners Core Bond Fund    Class 2    —    —
Variable Portfolio – Partners Core Equity Fund    Class 2      
Variable Portfolio – Partners International Core Equity Fund    Class 2      
Variable Portfolio – Partners International Growth Fund    Class 2      
Variable Portfolio – Partners International Value Fund    Class 2      
Variable Portfolio – Partners Small Cap Growth Fund    Class 2    —    —
Variable Portfolio – Partners Small Cap Value Fund    Class 2    Class 3    —

 

12b-1 Schedule – CFVST II

 

Fee Schedule

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

 

Class

    Fee  

Class 2

      0.25 % 

Class 3

      0.125 % 

Class 4

      0.25 % 

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

12b-1 Schedule – CFVST II

 

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of June 23, 2022.

COLUMBIA FUNDS VARIABLE SERIES TRUST II

 

By:  

/s/ Daniel J. Beckman

Name:   Daniel J. Beckman
Title:   President

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.

 

By:  

/s/ Scott E. Couto

Name:   Scott E. Couto
Title:   President

18f-3 Plan – CFVST II

AMENDED AND RESTATED

RULE 18f-3 MULTI-CLASS PLAN

 

I.

Introduction.

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

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

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

 

II.

Allocation of Expenses.

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

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

 

  (i)

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

 

  (ii)

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

  (iii)

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

 

  (iv)

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

 

  (v)

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

 

  (vi)

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

 

  (vii)

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

 

  (viii)

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

 

  (ix)

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

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

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

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

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

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

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

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

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

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

 

III.

Class Arrangements.

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

 

  1.

Class 1 Shares

 

  A.

Maximum Initial Sales Charge: None

 

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

Maximum Distribution/Shareholder Servicing Fees: None

 

  D.

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

 

  E.

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

  2.

Class 2 Shares

 

  A.

Initial Sales Charge: None

 

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

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

 

  D.

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

 

  E.

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

 

  3.

Class 3 Shares

 

  A.

Initial Sales Charge: None

 

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

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

 

  D.

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

 

  E.

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

 

  4.

Class 4 Shares

 

  A.

Initial Sales Charge: None

  B.

Maximum Contingent Deferred Sales Charge: None

 

  C.

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

 

  D.

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

 

  E.

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

 

IV.

Board Review.

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

 

Adopted:    September 7, 2010
Amended and Restated:    April 17, 2013
Amended and Restated    April 11, 2014
Amended and Restated    May 1, 2015
Amended and Restated    May 1, 2016
Amended and Restated    May 1, 2017
Amended and Restated    July 1, 2017
Amended and Restated    November 15, 2017
Amended and Restated    May 1, 2018
Amended and Restated    September 14, 2018
Amended and Restated    June 19, 2019
Amended and Restated    June 17, 2020
Amended and Restated    June 15, 2021
Amended and Restated    July 1, 2022

Schedule A

Effective July 1, 2022

Funds and Authorized Classes of Shares

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

FUNDS WITH CLASSES 1, 2, 3 AND 4

 

     Classes  

Funds

    Class 1      Class 2      Class 3      Class 4  

Columbia Funds Variable Series Trust II

            

Columbia Variable Portfolio – Balanced Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Commodity Strategy Fund

      Class 1        Class 2        —          —    

Columbia Variable Portfolio – Disciplined Core Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Dividend Opportunity Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Emerging Markets Bond Fund

      Class 1        Class 2        —          —    

Columbia Variable Portfolio – Emerging Markets Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Global Strategic Income Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Government Money Market Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – High Yield Bond Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Income Opportunities Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Intermediate Bond Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Large Cap Growth Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Large Cap Index Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Limited Duration Credit Fund

      Class 1        Class 2        —          —    

Columbia Variable Portfolio – Overseas Core Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Select Large Cap Equity Fund

      Class 1        Class 2        —          —    

Columbia Variable Portfolio – Select Large Cap Value Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Select Mid Cap Growth Fund

      Class1        Class 2        Class 3     

Columbia Variable Portfolio – Select Mid Cap Value Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio – Select Small Cap Value Fund

      Class 1        Class 2        Class 3        —    

Columbia Variable Portfolio - Seligman Global Technology Fund

      Class 1        Class 2        —          —    

Columbia Variable Portfolio – U.S. Government Mortgage Fund

      Class 1        Class 2        Class 3        —    

CTIVP® – American Century Diversified Bond Fund

      Class 1        Class 2        —          —    

CTIVP® – BlackRock Global Inflation-Protected Securities Fund

      Class 1        Class 2        Class 3        —    

CTIVP® – CenterSquare Real Estate Fund

      Class 1        Class 2        —       

 

A-1

     Classes  

Funds

    Class 1      Class 2      Class 3      Class 4  

CTIVP® – MFS® Value Fund

      Class 1        Class 2        —          —    

CTIVP® – Morgan Stanley Advantage Fund

      Class 1        Class 2        —          —    

CTIVP® – Principal Blue Chip Growth Fund

      Class 1        Class 2        —          —    

CTIVP® – TCW Core Plus Bond Fund

      Class 1        Class 2        —          —    

CTIVP® – T. Rowe Price Large Cap Value Fund

      Class 1        Class 2        —          —    

CTIVP® – Victory Sycamore Establish Value Fund

      Class 1        Class 2        Class 3        —    

CTIVP® – Westfield Mid Cap Growth Fund

      Class 1        Class 2        —          —    

Variable Portfolio – Aggressive Portfolio

      Class 1        Class 2        —          Class 4  

Variable Portfolio – Conservative Portfolio

      Class 1        Class 2        —          Class 4  

Variable Portfolio – Managed Volatility Moderate Growth Fund

      Class 1        Class 2        —          —    

Variable Portfolio – Moderate Portfolio

      Class 1        Class 2        —          Class 4  

Variable Portfolio – Moderately Aggressive Portfolio

      Class 1        Class 2        —          Class 4  

Variable Portfolio – Moderately Conservative Portfolio

      Class 1        Class 2        —          Class 4  

Variable Portfolio – Partners Core Bond Fund

      Class 1        Class 2        —       

Variable Portfolio – Partners Core Equity Fund

      Class 1        Class 2        Class 3        —    

Variable Portfolio – Partners International Core Equity Fund

      Class 1        Class 2        —          —    

Variable Portfolio – Partners International Growth Fund

      Class 1        Class 2        —          —    

Variable Portfolio – Partners International Value Fund

      Class 1        Class 2        —          —    

Variable Portfolio – Partners Small Cap Growth Fund

      Class 1        Class 2        —          —    

Variable Portfolio – Partners Small Cap Value Fund

      Class 1        Class 2        Class 3        —    

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Applicable Entities / Rules

 

Applicable Entities:    Enterprise wide policy, including American Century Investment Management, Inc., Registered Investment Companies, Schedule A, American Century Investment Services, Inc., American Century Services, LLC
Statutory/Regulatory:    Investment Company Act § 17(j), Rule 17j-1; Investment Advisers Act § 204A, 206, Rule 204A-1 and 204-2(12)
Effective Date(s):    October 29, 1999, Last Revised April 28, 2022
Policy or Summary:    Policy
Related Summary:    Code of Ethics Policies and Procedures
Related Documents:    Business Code of Conduct; Insider Trading Policy

Table of Contents

 

Snapshot of the Policy

      2  

Requirements for All Employees

      2  

Requirements for Access, Investment and Portfolio Persons

      2  

Trading Prohibitions for Investment and Portfolio Persons

      2  

I.

    Purpose of Code      3  

II.

    Why Do We Have a Code of Ethics?      3  

III.

    Does the Code of Ethics Apply to You?      4  

IV.

    Restrictions on Personal Investing Activities      6  

V.

    Reporting Requirements      10  

VI.

    Can there be any exceptions to the restrictions?      14  

VII.

    Confidential Information      15  

VIII.

    Conflicts of Interest      15  

IX.

    What happens if you violate the rules in the Code of Ethics?      16  

X.

    ACI’s Quarterly Report to Fund Directors/Trustees      17  

APPENDIX 1: DEFINITIONS

      18  

APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

      21  

APPENDIX 3: CODE-EXEMPT SECURITIES

      24  

APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

      26  

APPENDIX 5: ACCOUNT REPORTING INSTRUCTIONS

      29  

SCHEDULE A: BOARD APPROVAL DATES

      33  

SCHEDULE B: SUBADVISED FUNDS

      34  

SCHEDULE C: APPROVED ELECTRONIC BROKERS

      36  

 

Policy updated:      April 28, 2022

 

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Snapshot of the Policy

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

It is important that you understand the Code and the restrictions on personal investing. These restrictions may include preclearance of trades and reporting of transactions and holdings, including for exchange traded funds (ETFs) and reportable mutual funds. This page contains a summary of the Code requirements. Please review the full text of the Code to fully understand your responsibilities. Contact Compliance if you have questions about the policy and how it applies to your situation. ComplianceAlpha is the primary tool for performing your duties under the Code. All reporting and preclearance activities are performed in ComplianceAlpha.

Requirements for All Employees

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

 

  •  

Place our client’s interest first

 

  •  

Comply with federal securities laws

 

  •  

Report violations to Compliance

 

  •  

Acknowledge that you have read and understand the Code of Ethics

 

  •  

Link reportable brokerage accounts and reportable mutual fund accounts in ComplianceAlpha

 

  •  

Comply with short-term trading restrictions for ACI client portfolios

 

  •  

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

Requirements for Access, Investment and Portfolio Persons

Access Persons, Investment Persons, Portfolio Persons must

 

  •  

Disclose holdings within 10 days of designation and annually, thereafter

 

  •  

Disclose personal security transactions on a quarterly basis

 

  •  

Disclose conflicts of interest annually

 

  •  

Obtain approval (preclearance) to trade in reportable securities

 

  •  

Obtain approval to transact in an affiliated, self-indexed ETF if you are a member of the Global Analytics team or the Index Governance Committee (including non-voting members)

Trading Prohibitions for Investment and Portfolio Persons

 

  •  

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

 

  •  

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

 

  •  

Portfolio Persons cannot trade in a security within seven days before and after transactions of a client portfolio you manage.

 

  •  

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

 

Policy updated:      April 28, 2022

 

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  •  

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

 

I.

Purpose of Code

The Code of Ethics guides the personal investment activities of American Century Investments (ACI) employees (including full and part-time employees, contract and temporary employees, officers and directors), and members of their immediate family.1 The Code of Ethics aids in the elimination and detection of personal securities transactions by employees that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Such transactions may include, without limitation:

 

  •  

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

 

  •  

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

 

  •  

excessive personal trading that may affect our ability to provide services to our clients.

Violations of this Code must be promptly reported to the Chief Compliance Officer.

 

II.

Why Do We Have a Code of Ethics?

 

  A.

Investors have placed their trust in ACI

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

 

  •  

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

 

  •  

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

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

 

1 

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

 

Policy updated:      April 28, 2022

 

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  B.

ACI wants to give you flexible investing options

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

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

 

  C.

Federal law requires that we have a Code of Ethics

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

 

III.

Does the Code of Ethics Apply to You?

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

 

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Non-Access Person    Access Person    Investment Person    Portfolio Person

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

 

  A.

Portfolio Persons

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

 

 

2 

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

 

Policy updated:      April 28, 2022

 

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  B.

Investment Persons

Investment Persons include:

 

  •  

any persons that are involved in or have access to client portfolio securities trading, securities recommendations, or portfolio holdings or are involved in making securities recommendations that are nonpublic, and

 

  •  

any officers and directors of an investment advisor.

 

  C.

Access Persons

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

officers or “interested” director of our Fund Clients, and

 

  •  

members of the Index Governance Committee for affiliated ETFs (including non-voting members).

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

 

  D.

Non-Access Persons

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

 

Policy updated:      April 28, 2022

 

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IV.

Restrictions on Personal Investing Activities

 

  A.

Principles of Personal Investing

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

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

 

  B.

Trading on Inside Information

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

 

  C.

Trading in ACI Open-End Mutual Funds

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

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

 

3 

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

 

Policy updated:      April 28, 2022

 

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

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

These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a beneficial owner, including brokerage accounts, ACI Personal Financial Solutions (PFS) accounts, retirement plans, subadvised accounts, or accounts held through an intermediary.

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

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

 

  D.

Preclearance of Personal Securities Transactions

[Portfolio, Investment, and Access Persons]

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

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

 

4 

See Appendix 2 for an explanation of beneficial ownership.

 

Policy updated:      April 28, 2022

 

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All preclearance request should be submitted in ComplianceAlpha. Refer to “Appendix 4: How the preclearance process works.” for more information.

 

  1.

Is the security a “Code-Exempt Security”?

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

 

  2.

Submit a Preclearance Request in ComplianceAlpha. You will be required to provide the following:

 

  •  

Security identifier (Ticker symbol, CUSIP, etc.)

 

  •  

Broker and account number used for the transaction;

 

  •  

Transaction type

 

  •  

Quantity (number of shares or par value)

 

  •  

Price

 

  •  

Dollar value

 

  3.

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

 

  4.

If you receive preclearance for the transaction,5 you may execute the approved transaction the day your preclearance is granted and the following business day (the “Preclearance Period”). For example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the close of the market on Thursday to execute the trade. If you do not execute the approved transaction within the Preclearance Period, you must repeat the preclearance procedure prior to executing the transaction.

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

 

5 

See Appendix 4 for a description of the preclearance process.

 

Policy updated:      April 28, 2022

 

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  E.

Additional Trading Restrictions

[Portfolio and Investment Persons]

Participation in the investment management of a client portfolio or participation on a Committee that reviews certain types of information potentially increases the risk of a conflict of interest between an employee’s personal trading and the use of client information. The following additional trading restrictions mitigate this risk. Preclearance should be submitted in ComplianceAlpha following the instructions in Appendix 4.

 

  1.

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

 

  2.

Private Placements. Before you acquire any securities in a private placement, you must obtain approval from the Chief Investment Officer. Request preclearance by entering your request in ComplianceAlpha. While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any consideration of an investment in securities of the private placement issuer for any client portfolios.

 

  3.

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

 

  F.

Seven-Day Blackout Period

[Portfolio Persons]

If you are a Portfolio Person, you may not purchase or sell a security other than a code exempt security during the seven (7) calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio must not personally trade in the security from the Monday before until the Monday after the client portfolio transaction.

 

  G.

Securities Held in Your Funds

[Portfolio Persons]

Personally investing in the same securities held by the client portfolios you manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position without an exemption from this Code.

 

Policy updated:      April 28, 2022

 

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  H.

Trading in Semi-Transparent Active ETFs (STA ETF) that You Manage

[Portfolio Persons]

Trading shares of an ACI STA ETF while in possession of information regarding STA ETF security transactions not fully disseminated in the market is prohibited. As a result, you are required to obtain preclearance to transact in the STA ETFs for which you have portfolio manager or trade order authority assigned through the order-trade system. You will only be allowed to execute the trade on the day following your approved preclearance. In addition, you are limited from selling shares of the STA ETF for 30 calendar days after your last purchase.

 

  I.

Trading in Affiliated Self-Indexed ETFs

[Certain Members of the Global Analytics Team and the IndexGovernance Committee]

Trading shares of an ACI Self-Indexed ETF while in possession of nonpublic information about the index is prohibited. If you are member of the Global Analytics Team responsible for creating indexes or the Index Governance Committee (including non-voting members), you are required to preclear your transactions in an affiliated Self-Indexed ETF. You will only be allowed to execute the trade on the sixth business day after your preclearance request.

 

V.

Reporting Requirements

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

 

  A.

Reporting Requirements Applicable to All Employees

 

  1.

Code Acknowledgement

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

 

  2.

Brokerage Accounts and Duplicate Confirmations

You are required to report ALL reportable brokerage accounts in ComplianceAlpha. Reportable brokerage accounts include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a beneficial owner. (Refer to Appendix 5 Account Reporting Instructions). Compliance will use your account information to obtain trade confirmations for the activity in your account.

To aid with required recordkeeping requirements and streamline operations, employees may be required to hold all reportable brokerage accounts at a firm that provides electronic trade confirmations to ComplianceAlpha. Through reporting your account information, you are consenting to receipt by Compliance of electronic trade confirmations.

 

Policy updated:      April 28, 2022

 

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  3.

Reporting of American Century Managed Mutual Fund Accounts

 

  a)

Employee-owned ACI Personal Financial Solutions (PFS) and ACI Retirement Plans

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

 

  b)

Beneficially-Owned ACI PFS Accounts (Portfolio and Investment Persons Only)

You must report all ACI PFS open-end mutual fund accounts that are owned by your immediate family members and other accounts you beneficially-own.    

Compliance will obtain trading activity in these accounts which will be monitored for short-term and abusive trading.

 

  c)

Certain third-party accounts invested in funds managed by ACI

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

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

Refer to Appendix 5: Account Reporting Instructions for the process to report your accounts in the ComplianceAlpha.

 

  B.

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

 

  1.

Holdings Report

Within ten (10) calendar days of becoming a Portfolio, Investment, or Access Person, and annually, thereafter, you must submit a Holdings Report. You will be sent an email from ComplianceAlpha with a link to the compliance system where

 

Policy updated:      April 28, 2022

 

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you will complete your report. The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:

 

  •  

A list of all securities, other than certain code-exempt securities 6, that you own or in which you have a beneficial ownership interest. This listing must include the financial institution, account number, security identifier and description, number of shares, currency, and principal amount of each covered security. If you are using an Approved Electronic Broker (AEB) through the Direct or Aggregation Feed on ComplianceAlpha, your holdings will be imported into ComplianceAlpha for you. For securities held in accounts listed as Manual in ComplianceAlpha, you will be required to import or manually add your holdings prior to the reporting deadline.

 

  •  

Portfolio and Investment Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held through ACI PFS in accounts that are beneficially-owned, investments in any subadvised fund, holdings in a reportable brokerage account, and holdings in non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts. ACI PFS reportable mutual fund holdings held under an employee’s tax payer identification number are not required to be listed in ComplianceAlpha. Compliance will obtain the information from ACI PFS.

 

  •  

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

 

  2.

Quarterly Transactions Report

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

 

  a)

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

 

  •  

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

 

 

6 

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

 

Policy updated: April 28, 2022

 

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  •  

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

 

  •  

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

 

  •  

The transaction price, currency, and amount.

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

 

  b)

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

 

  •  

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

 

  •  

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

 

  •  

The transaction price, and amount; and

 

  •  

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

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

 

  •  

Reinvested dividends;

 

  •  

Transactions in ACI open-end mutual funds through the ACI retirement plan accounts;

 

  •  

Transactions in ACI open-end mutual funds held through ACI PFS accounts under your Social Security number;

 

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  •  

Transactions in ACI open-end mutual funds in beneficially-owned ACI PFS accounts if the account has been linked to ComplianceAlpha through the Aggregation Feed; and

 

  •  

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

 

VI.

Can there be any exceptions to the restrictions?

Yes. The Chief Compliance Officer or their designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis. Exemptions are requested in ComplianceAlpha (see Appendix 6: Requesting an Exemption).

 

  A.

Factors Considered

In considering your request, the Chief Compliance Officer or their designee may grant your exemption request if they are satisfied of the following:

 

  •  

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

 

  •  

Your situation is not in conflict with the Code; and

 

  •  

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

 

  B.

Exemption Reporting

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

 

  C.

Thirty-Day Denial Exemption on Sales

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

 

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  D.

Non-volitional Transaction Exemption

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

 

  E.

Blind Trust/Managed Account Exemption

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

 

VII.

Confidential Information

All information about clients’ securities transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated securities transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any security. Employees should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Information Asset Security policies before disseminating information to individuals that otherwise do not have access to the information. Employees should not disseminate information about clients’ securities transactions and portfolio holdings to employees or contract personnel that are Non-Access Persons or elicit material nonpublic information from any independent directors/trustee of a managed fund who also serves as a director trustee, officer, consultant, or employee of, or has similar affiliation with, another business entity that issues publicly traded securities. This does not apply to information which has already been publicly disclosed.

 

VIII.

Conflicts of Interest

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

 

  •  

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

 

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  •  

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

 

  •  

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

 

IX.

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

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

 

  A.

Materiality of Violation

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

 

  •  

Evidence of violation of law;

 

  •  

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

 

  •  

Frequency of violations;

 

  •  

Monetary value of the violation in question; and

 

  •  

Level of influence of the violator.

 

  B.

Penalty Factors

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

 

  •  

Extent of harm to client interests;

 

  •  

Extent of unjust enrichment;

 

  •  

Tenure and prior record of the violator;

 

  •  

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

 

  •  

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

 

  •  

Any mitigating circumstances.

 

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  C.

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

 

  1.

Non-material violation

 

  a)

Warning (notice sent to manager) and/or

 

  b)

Attendance at a Code of Ethics training session and/or

 

  c)

Suspension of trading privileges.

 

  2.

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

 

  a)

Suspension of trading privileges and/or

 

  b)

Suspension or termination of employment.

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

 

X.

ACI’s Quarterly Report to Fund Directors/Trustees

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

 

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APPENDIX 1: DEFINITIONS

 

1.

“Automatic Investment Plan”

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

 

2.

“Beneficial Ownership” or “Beneficially Owned”

See “Appendix 2: What is Beneficial Ownership?”

 

3.

“Code-Exempt Security”

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

 

4.

“Federal Securities Law”

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

 

5.

“Fund Clients”

Fund clients includes each Fund Client listed on Schedule A.

 

6.

”Initial Public Offering”

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

 

7.

“Investment Advisor”

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

 

8.

“Member of Your Immediate Family”

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

 

  •  

Your spouse or domestic partner;

 

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  •  

Your minor children; or

 

  •  

A relative who shares your home.

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

 

9.

”Private Placement”

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

 

10.

“Reportable Brokerage Accounts”

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

 

11.

“Reportable Mutual Fund”

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

 

12.

”Security”

A “security” includes a large number of investment vehicles. However, for purposes of this Code of Ethics, “security” (or “securities”) includes but is not limited to any of the following:

 

  •  

Note;

 

  •  

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

 

  •  

Treasury stock;

 

  •  

Bond;

 

  •  

Debenture;

 

  •  

Derivative;

 

  •  

Exchange traded fund (ETFs) or similar vehicles;

 

  •  

Unit Investment Trusts (UIT);

 

  •  

Shares of open-end mutual funds;

 

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  •  

Shares of closed-end mutual funds;

 

  •  

Evidence of indebtedness;

 

  •  

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

 

  •  

Collateral-trust certificate;

 

  •  

Preorganization certificate or subscription;

 

  •  

Transferable share;

 

  •  

Investment contract;

 

  •  

Voting-trust certificate;

 

  •  

Certificate of deposit for a security;

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

13.

“Subadvised Fund”

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

 

14.

“Supervised Person”

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

 

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APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

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

 

1.

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

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

 

  •  

A member of your immediate family OR

 

  •  

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

 

  •  

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

 

2.

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

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

 

3.

Am I deemed to beneficially own securities in accounts owned by a relative not living in my household for whom I am listed as beneficiary upon death?

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

 

4.

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

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

 

  •  

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

 

  •  

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

 

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5.

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

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

 

  •  

A trustee; or

 

  •  

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

 

  •  

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

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

 

6.

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

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

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

 

7.

Examples of Beneficial Ownership

 

  a)

Securities Held by Family Members or Domestic Partners

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

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

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

 

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

 

  b)

Securities Held by a Company

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

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

 

  c)

Securities Held in Trust

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

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

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

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

 

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APPENDIX 3: CODE-EXEMPT SECURITIES

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

 

1.

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

 

  •  

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

 

  •  

Reportable mutual funds (Access Persons only);

 

  •  

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

 

  •  

Money market mutual funds;

 

  •  

Bank Certificates of Deposit;

 

  •  

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

 

  •  

Commercial paper;

 

  •  

Bankers acceptances;

 

  •  

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

 

2.

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

 

  •  

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

 

  •  

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

 

  •  

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

 

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  •  

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

 

  •  

Futures contracts on the following:

 

  •  

Large Cap Indices including, but not limited to Standard & Poor’s 500 or 100 Index, NASDAQ 100 Index, DOW 30 Industrials, FTSE All World Index, MSCI Indices (ACWI, EAFE, World), Russell 2000 and 3000, Wilshire 5000 . Futures contracts on non-Large Cap Indices and for other financial instruments are not code-exempt. Please contact Compliance to confirm that an index not listed is exempt from preclearance.

 

  •  

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

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

We may modify this list of securities at any time. Please contact Compliance to request the most current list.

 

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APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

Preclearance Requests are submitted in ComplianceAlpha (https://www.compliancealpha.com/auth/login). To submit a request:

 

  1.

From the ComplianceAlpha Dashboard, click on the “Submit Trade Request” link under Quick Links.

 

  2.

Click “Trade”, the select the appropriate template:

 

  a.

Preclearance Request

 

  b.

Municipal Bond Preclearance Request

 

  c.

Corporate Bond Preclearance Request

 

  d.

Convertible Corporate Bond Preclearance Request

 

  e.

Private Placement Preclearance Request

 

  f.

ACI STA ETF (Portfolio Persons assigned to an ACI STA ETF only)

 

  g.

Self-Indexed ETF (members of the Index Governance Committee and certain members of Global Analytics Team who are responsible for creating indexes only)

 

  3.

Once the preclearance process is complete, you will receive an email indicating if the request is approved or denied.

After you’ve entered a Preclearance Request on ComplianceAlpha, your equity transaction is subject to the following tests.

 

Step 1:

Restricted Security List

 

  •  

Is the security on any Restricted Security list?

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

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

 

Step 2:

De Minimis Transaction Test (per security per day)

 

  •  

Is the security issuer’s market capitalization less than $1 billion and the value of the employee’s requests in the security equal to or less than $5,000 per day?

 

  •  

Is the security issuer’s market capitalization between $1billion and $7.5 billion and the value of the employee’s requests in the security equal to or less than $10,000 per day?

 

  •  

Is the security issuer’s market capitalization greater than $7.5 billion and the value of the employee’s requests in the security equal to or less than $25,000 per day?

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

 

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Step 3:

Client Trades Test

 

  •  

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

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

If “NO”, then your request is Approved. You will receive an email with the approval and trading window.

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

 

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APPENDIX 5: ACCOUNT REPORTING INSTRUCTIONS

Reportable brokerage accounts

All employees are required to link their reportable accounts in ComplianceAlpha. ACI has contracted with frequently used brokers to obtain secure electronic trade confirmations and position files for your trading activity and holdings information, listed on Schedule C Approved Electronic Brokers (AEB). Using an AEB is the preferred method for linking your accounts to ComplianceAlpha. However, if you choose to use a broker that is not an AEB, you will be required to link your accounts through ComplianceAlpha’s Aggregation Feed. This process requires you to securely provide your log-in credentials so that ComplianceAlpha can obtain your trading and position information. Your log-in information will not be available to Compliance or ComplianceAlpha support staff. By linking your accounts to ComplianceAlpha, you are consenting for Compliance to obtain electronic trade confirmations and position information for your account.

The third option is to provide account information, trading history, and position information manually. This option is not available for most brokerage accounts and is only available for special circumstances, such as a spouse’s stock purchase plan, a trust account, or international brokers for which an Account Exemption must be requested (see Appendix 6: Requesting an exemption).

Follow these steps to link your accounts to ComplianceAlpha:

 

  1.

Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

  2.

From the Employee Dashboard, click on “Create Brokerage Account”.

 

  3.

Use the Direct Feed tile to link Approved Electronic Brokers (listed on Schedule C of this policy).

 

  a.

Select your broker.

 

  b.

Provide your account details (Account Name, Account #s); Click “Next”

 

  c.

Provide Date Opened, Account Owner Type, and Investment Discretion.

 

  4.

Use the Aggregation Feed tile to link accounts for brokers that are not an AEB. Before using the Aggregation Feed, ensure that your account cannot be linked through the Direct Feed (step 3). The Aggregation Feed requires that you and your family member’s account log-in credentials are provided to link your account to ComplianceAlpha.

 

  a.

Click on your broker or click “Search Here” to find your broker.

 

  b.

Provide your broker account’s Username and Password. Your information is immediately encrypted and passed along to the broker feed provider to connect your account and pull back your holdings and transactions.

 

  5.

Use the Manual tile for accounts that cannot be linked through the Direct Feed or Aggregation Feed. Note, you may be required to move these accounts to a firm that can be accessed through a Direct Feed or Aggregation Feed unless you have a special circumstance to maintain the account through a manual feed. If you are required to move the account, it must be completed within 90 days of your hire date. See “Appendix 6: Requesting an exemption” to request an Account Exemption.

 

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Beneficially-owned ACI PFS Accounts (Portfolio and Investment Persons only)

You are required to report your beneficially-owned accounts in ACI open-end mutual funds held at ACI PFS. Use the Aggregation Feed tile to link ACI PFS accounts that are beneficially-owned. The Aggregation Feed requires that you and your family member’s account log-in credentials are provided to link your account to ComplianceAlpha.

 

  1.

Click on your broker or click “Search Here” to find your American Century Investments.

 

  2.

Provide your broker account’s Username and Password. Your information is immediately encrypted and passed along to the broker feed provider to connect your account and pull back your holdings and transactions. Compliance and ComplianceAlpha do not have access to the log-in credentials.

 

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APPENDIX 6: REQUESTING AN EXEMPTION

The Code of Ethics policy allows for limited exemptions. Exemption requests are submitted in ComplianceAlpha using the following process:

Trading Exemptions:

 

  1.

Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

  2.

From the Employee Dashboard, click on the “Submit Trade Request” link under Quick Links or click on the Green Action Button and click “Create Request or Disclosure”.

 

  3.

Select “Trade” at “What type of request or disclosure would you like to set up?”

 

  4.

Select the type of exemption you are requesting (contact Compliance if you are uncertain of the correct form to use):

 

  a.

30-Day Denial Exemption for Sells (used when you have been denied on a sell request at least four times over a 30-day period)

 

  b.

PM Sell Exemption (used by Portfolio Persons when they have a special circumstance that requires selling a security, owned personally, which is also held in their assigned funds). Portfolio Persons may be required to go through a 30-day denial exemption before requesting a PM Sell Exemption.

 

  c.

Inheritance Exemption (used when trying to sell a portfolio of securities that were recently inherited).

 

  d.

Employee Stock Plan (used to sell a security that is held in a previous employee or beneficially owned stock purchase plan which has trading restrictions or to exercise employee stock options).

 

  e.

Financial Hardship Exemption (used when selling securities due to a financial hardship).

 

  5.

Complete the required fields on the request form and submit the form.

 

  6.

Compliance will review your request. If your request is approved, Compliance will assign a one-day trading window for you to complete your transaction. The trading window will typically be the day following the approval of the exemption. You will be notified by email.

Account Exemptions:

A Managed Account or Blind Trust account exemption may be requested for accounts for which you or your immediate family members do not have discretionary trading authority.

An Account Exemption Request may be requested to continue to hold an account which cannot be linked to ComplianceAlpha through the Direct Feed or Aggregation Link (i.e. Manual Accounts). A special circumstance must be in place for the Account Exemption to be approved.

 

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Exemption requests are submitted in ComplianceAlpha using the following process:

 

  1.

Log-in to ComplianceAlpha at https://www.compliancealpha.com/auth/login.

 

  2.

From the Employee Dashboard, click on the green action button.

 

  3.

Click “Create Request or Disclosure”.

 

  4.

Click on “Other”

 

  5.

Select the appropriate template (Managed/Trust Account or Account Exemption) and click continue.

 

  6.

Complete the requested information.

 

  7.

Attaching supporting documentation as required (i.e. Management Agreement or Discretionary Account Agreement).

 

  8.

Click Submit.

 

  9.

Compliance will review the request and determine if the exemption can be approved. You will be notified of the completion of the review through an email.

 

Policy updated:      April 28, 2022

 

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SCHEDULE A: BOARD APPROVAL DATES

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

 

Investment Advisor    Most Recent Approval Date
American Century Investment Management, Inc.    January 1, 2018
Principal Underwriter    Most Recent Approval Date
American Century Investment Services, Inc.    January 1, 2018
Fund Clients    Most Recent Approval Date
American Century Asset Allocation Portfolios, Inc.    December 1, 2017
American Century California Tax-Free and Municipal Funds    December 14, 2017
American Century Capital Portfolios, Inc.    December 1, 2017
American Century ETF Trust    December 20, 2017
American Century Government Income Trust    December 14, 2017
American Century Growth Funds, Inc.    December 1, 2017
American Century International Bond Funds    December 14, 2017
American Century Investment Trust    December 14, 2017
American Century Municipal Trust    December 14, 2017
American Century Mutual Funds, Inc.    December 1, 2017
American Century Quantitative Equity Funds, Inc.    December 14, 2017
American Century Strategic Asset Allocations, Inc.    December 1, 2017
American Century Target Maturities Trust    December 14, 2017
American Century Variable Portfolios, Inc.    December 1, 2017
American Century Variable Portfolios II, Inc.    December 14, 2017
American Century World Mutual Funds, Inc.    December 1, 2017

 

Policy updated:      April 28, 2022

 

33

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SCHEDULE B: SUBADVISED FUNDS

(Last updated April 28, 2022)

The following funds are subject to the Code of Ethics, as well as any other funds for which American Century Investment Management, Inc. serves as an investment adviser. This list of affiliated funds will be updated on a regular basis.

 

ABN AMRO Funds: ABN AMRO Funds European Sustainable Equities Mandate 10
American Beacon Funds – American Beacon International Equity Fund
Bridge Builder Trust – Bridge Builder Small /Mid Cap Value Fund
CIBC Global Equity Growth Pool
CIBC International Small Companies Fund
CIBC U.S. Equity Value Pool
Columbia Funds Variable Series Trust II: CTIVP-American Century Diversified Bond Fund
EQ Advisors Trust: EQ/American Century Mid Cap Value Portfolio
EQ Advisors Trust / American Century Moderate Growth Allocation Fund
FP Brunel Pension Partnership ACS – Global Small Cap Equities
GuideStone Funds: Defensive Market Strategies Fund
GuideStone Funds: Small Cap Equity Fund
GuideStone Funds: Value Equity Fund
Learning Quest 529 Education Savings Program
LGT Select Funds – LGT Select Equity Global
Lincoln Variable Insurance Products Trust – LVIP American Century Select Mid Cap Managed Volatility Fund
MainStay VP Funds Trust: MainStay VP American Century Sustainable Equity Portfolio
MassMutual Select Funds: MassMutual Mid-Cap Value Fund
MassMutual Select Funds: MassMutual Small Company Value Fund
Mercer Funds: Mercer Non-U.S. Core Equity Fund
Mercer Global Investments Canada Limited: Mercer International Equity Fund
MML Series Investment Fund: MML Mid Cap Value Fund
MML Series Investment Fund: MML Small Company Value Fund
MML Series Investment Fund: MML Sustainable Equity Fund
Nationwide Mutual Funds: Nationwide American Century Small Cap Income Fund
Nationwide Variable Insurance Trust: American Century NVIT Multi Cap Value Fund
NN(L): NN(L) US High Dividend
Nomura – ACI Advanced Medical Impact Investment Mother Fund
Nomura – ACI ESG Global REIT Mother Fund
Nomura – ACI ESG Global Small Cap Equity Mother Fund
Nomura – ACI Global REIT Mother Fund

 

Policy updated:      April 28, 2022

 

34

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Nomura Institutional Fund Select – American Century Global Growth Fund
Nomura U.S. Municipal General Obligation Bond Mother Fund
Nomura U.S. Value Strategy Mother Fund
Nomura Currency Fund – U.S. Growth Equity Fund
Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio
Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio
Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio
Pacific SelectFund: Value Portfolio
Penn Series Funds, Inc.: Mid Core Value Fund
PrivilEdge: American Century Emerging Markets Equity
Renaissance Private Pools – Renaissance Global Equity Private Pool
Renaissance U.S. Equity Income Fund
Schwab Capital Trust: Schwab International Opportunities Fund
Seasons Series Trust: SA Multi-Managed Large Cap Value Portfolio
Stichting Blue Sky Active Equity Emerging Markets Global Fund: Blue Sky Active Equity Emerging Markets Global Fund
Voya Partners, Inc.: VY American Century Small-Mid Cap Value Portfolio

 

Policy updated:      April 28, 2022

 

35

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SCHEDULE C: APPROVED ELECTRONIC BROKERS

(Last updated April 28, 2022)

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

Alliance Bernstein

American Century Brokerage (through Pershing)

American Century Personal Financial Solutions (through Pershing)

Ameriprise Financial

Charles Schwab - Investments

Chase – Investments

Citi Private Wealth

Citibank - Investments

Edward Jones

E*TRADE

Fidelity Investments

Goldman Sachs Wealth Management

GW & Wade Asset Management (through National Financial Services)

Interactive Brokers

JP Morgan Private Client

LPL Financial

MML Investors (through National Financial Services)

Merrill Lynch – MyMerrill Investments

Morgan Stanley - ClientServ

Northern Trust Securities

Northwestern Mutual (thru National Financial Services)

Oppenheimer

Raymond James

Royal Bank of Canada Wealth Management (RBC)

Stifel Nicholas

TD Ameritrade, Inc.

UBS

US Trust

Vanguard Investments

Wells Fargo Advisors

 

Policy updated:      April 28, 2022

 

36

MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC SIDE1

CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

Effective Date: January 1, 2022

 

1 

This Code of Ethics and Personal Trading Guidelines applies to all MSIM Public Side Employees globally and to Covered Consultants as determined by MSIM Compliance. Private Side Employees and AIP Private Markets employees should consult the IM Private Side Supplement to the Global Employee Trading and Investing Policy and the IM Private Side Code of Ethics.

Table of Contents2

 

I.

   INTRODUCTION      3  
  A.    General      3  
  B.    Standards of Business Conduct      4  
  C.    Overview of Code Requirements      4  
  D.    Definitions      5  

II.

   TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS      12  
  A.    Employee Securities Accounts      12  
  B.    Fully Managed Account*      12  
  C.    Other Morgan Stanley Accounts      13  
  D,    Non-Morgan Stanley Accounts      13  
  E.    Restrictionns and Requirements for PPA Model Personel      13  
  F.    Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.      14  
  G.    Mutual Fund Accounts      14  
  H.    Issuer Purchase Plans      14  
  I.    Investment Clubs      14  
  J.    Cryptocurrencies      14  

III.

   PRE-CLEARANCE REQUIREMENTS FOR PERSONAL SECURITIES TRANSACTIONS      14  
  A.    General      14  
  B.    Initiating a Transaction      15  
  C.    Pre-Clearance Valid for One Day Only      15  
  D.    Restrictions and Requirements for Portfolio Managers and Investment Personnel      15  
  E.    Employees Designated to be “Above the Wall”      17  
  F.    Transacting in Morgan Stanley Securities      17  
  G.    Trading Derivatives      17  
  H.    Other Restrictions      17  
  I.    Other Activities Requiring Pre-Clearance      18  

IV.

   HOLDING REQUIREMENTS      20  
  A.    Proprietary and Sub-advised Mutual Funds      20  
  B.    Covered Securities      20  
  C.    Holding Requirements Specific to MSIMJ Employees      20  
  D.    Holding Requirements Specific to HK Type 9 licensed Employees      20  

V.

   REPORTING REQUIREMENTS      20  
  A.    Initial Reporting and Certification      20  
  B.    Quarterly Reporting and Certification      21  
  C.    Annual Reporting and Certification      22  

VI.

   OUTSIDE BUSINESS ACTIVITIES AND PRIVATE INVESTMENTS      23  
  A.    Approval to Engage in an Outside Activity      23  
  B.    Approval to Invest in a Private Investment      23  
  C.    Pre-Clearance Process      24  

VII.

   CONSULTANTS AND TEMPORARY WORKERS      24  

VIII.

   REVIEW, INTERPRETATIONS AND EXCEPTIONS      25  

IX.

   ENFORCEMENT AND SANCTIONS      25  

X.

   RELATED POLICIES      26  

XI

   RECORDKEEPING      26  

 

2 

Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 , August 19, 2010, September 17, 2010, February 15, 2011, March 1, 2011, September 28, 2011, June 29, 2012, September 16, 2013, October 10, 2014, March 26, 2016, December 7, 2017, December 12, 2018, and December 12, 2019, December 11, 2020

I.

INTRODUCTION

 

  A.

General

The Morgan Stanley Investment Management (“MSIM”) Public Side Code of Ethics (the “Code”) is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Company Act”). The Code is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and Outside Business Activities as an MSIM Employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, and annually thereafter.

This Code applies to all Public Side Employees of MSIM globally and to Covered Consultants as determined by Compliance.

In addition to this Code, there is a separate Morgan Stanley Funds Code of Ethics, which is applicable to the Morgan Stanley mutual funds family.

 

  B.

Standards of Business Conduct

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

Fiduciary Duties

You have a duty to act in utmost good faith with respect to each Client, particularly where the interests of MSIM may be in conflict with those of a Client. MSIM has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation / administration of these rules:

 

  •  

The interests of Clients must be placed first at all times.

 

  •  

All of your personal securities transactions must be conducted in compliance with the rules contained in this Code and in such manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.

 

  •  

You should never use your position with MSIM, or information acquired through your employment, in your personal trading in a manner that may create a conflict—or the appearance of a conflict—between your personal interests and the interests of MSIM and / or its Clients. If such a conflict or potential conflict arises, you must report it immediately to your local Compliance group.

 

3

In connection with providing investment advisory services to Clients, this includes avoiding any activity which directly or indirectly:

 

  •  

Defrauds a Client in any manner.

 

  •  

Misleads a Client, including any statement that omits material facts.

 

  •  

Operates or would operate as a fraud or deceit of a Client.

 

  •  

Functions as a manipulative practice with respect to a Client.

 

  •  

Functions as a manipulative practice with respect to securities.

Personal Securities Transactions and Relationship to MSIM Clients

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

These standards do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of this Code will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.

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

 

  C.

Overview of Code Requirements

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

 

Activity

   

Code Requirements

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

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

 

4

  D.

Definitions

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

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

“Approved Broker” means a Firm-approved third-party broker for Employee Securities Accounts.

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

“Beneficial Interest” generally means an interest where you or a member of your Immediate Family, directly or indirectly: (i) have investment discretion or the ability (including joint ability or discretion) to purchase or sell securities or direct the disposition of securities; (ii) have voting power over securities, or the right to direct the voting of securities; or (iii) have a direct or indirect financial interest in securities (or other benefit substantially equivalent to ownership of securities). For purposes of this Code, “beneficial ownership” shall be interpreted in the same manner as it would be under Section 16 of the Securities and Exchange Act, as amended, and the rules and regulations thereunder.

“Blackout Period” for purposes of this Code, means a temporary period of time as determined by Compliance during which you may be restricted from all personal securities trading or a temporary or indefinite restriction on transactions in certain specific Covered Securities based upon your job responsibilities.

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

“Chief Compliance Officer” or “CCO” refers to the Chief Compliance Officer of the following, as relevant: Atlanta Capital Management Company LLC; Boston Research and Management; Calvert Research and Management; Eaton Vance Advisers International Ltd.; Eaton Vance Management; Morgan Stanley Investment Management Inc.; or Parametric Portfolio Associates LLC.

 

5

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

“Closed-End Fund” means any fund with a fixed number of shares and which does not issue and redeem shares on a continuous basis. While Closed-End Funds are often listed and trade on stock exchanges, they are not “Exchange traded funds” as defined below in the Covered Securities definition.

“Compliance” means your applicable local Compliance group (e.g., Atlanta, Boston, Dublin, London, Minneapolis, Mumbai, New York, Seattle, Singapore, Tokyo, and Washington, D.C.).

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

“Covered Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person or is designated by Compliance as a Covered Consultant.

“Covered Persons” means:

 

  •  

All MSIM Employees;

 

  •  

All directors and officers of MSIM;

 

  •  

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

 

  •  

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

 

  •  

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

 

6

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

“Covered Securities” includes generally:

 

  •  

All equity or debt securities, including but not limited to, derivatives of securities (such as options, warrants and American depositary receipts);

 

  •  

Asset-backed securities;

 

  •  

Closed-End Funds;

 

  •  

Commodities;

 

  •  

Corporate and municipal bonds, and similar instruments;

 

  •  

Cryptocurrencies (ICOs and SCOs, each as defined under the definition of “Cryptocurrency”);

 

  •  

Exchange-traded funds and Exchange-traded Notes;

 

  •  

Futures;

 

  •  

Investments in all kinds of limited partnerships;

 

  •  

Investments in real estate investment trusts (REITs);

 

  •  

Investments in private investment funds, hedge funds, private equity funds, and venture capital funds;

 

  •  

NextsharesTM ;

 

  •  

Open-end mutual funds for which MSIM or Eaton Vance Management or an Eaton Vance Affiliated Entity acts as adviser or sub-adviser (including those funds that consist of Exempt Securities as listed in Schedule A and excluding money market funds);

 

  •  

Preferred securities;

 

  •  

Securities indices;

 

  •  

Unit investment trusts.

An exchange traded fund is a registered open-end investment company or unit investment trust that can be traded on an exchange throughout the day like a stock. Examples of exchange traded funds include SPDR S&P 500 ETF (ticker: SPY), iShares MSCI Emerging Markets ETF (ticker: EEM), and PowerShares QQQ (ticker: QQQ).

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

“Cryptocurrency” means any virtual or digital representation of value, token or other asset in which encryption techniques are used to regulate the generation of such assets and to verify the transfer of assets, which is not a security or otherwise characterized as a security under the relevant law. This includes initial coin offerings (“ICOs”) and secondary coin offerings (“SCOs”).

“Derivative” means (1) any Futures (as defined below); and (2) a forward contract, a “swap”, a “cap”, a “collar”, a “floor” and an over-the-counter option. Questions regarding whether a particular instrument or transaction is a Derivatives for purposes of this Code should be directed to the relevant local Compliance group. For avoidance of doubt, a Derivative on a Cryptocurrency is considered to be a “Derivative” for purposes of this Code.

 

7

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

“Eaton Vance Affiliated Entity” means each of the following: Atlanta Capital Management LLC (“ACM”); Boston Management and Research; Calvert Research and Management (“CRM”); Eaton Vance Advisers International Ltd.; Eaton Vance Management; Eaton Vance Management (International) Limited; Eaton Vance Management (International) Asia; Parametric Portfolio Associates LLC. (“PPA”)

“Employee” means all MSIM employees globally on the Public Side of the Morgan Stanley Investment Management Division business and, as appropriate, their Immediate Family.

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

 

  •  

Accounts owned by you;

 

  •  

Accounts owned by your Immediate Family (as defined below);

 

  •  

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

 

  •  

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

 

  •  

Joint accounts;

 

  •  

Family accounts;

 

  •  

Retirement accounts;

 

  •  

Corporate accounts;

 

  •  

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

 

  •  

Arrangements similar to trust accounts that benefit you directly;

 

  •  

Accounts for which you act as custodian; and

 

  •  

Partnership accounts.

“Exempt Securities” are securities that are not subject to the pre-clearance, holding or reporting requirements Examples of Exempt Securities requiring disclosure include:

 

  •  

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

 

  •  

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

 

8

  •  

Direct obligations of the U.S. Government (including securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest) and equivalent securities issued by non-U.S. governments, such as:

 

  •  

Ginnie Maes,

 

  •  

U.S. savings bonds, and U.S. Treasuries; and

 

  •  

Securities issued by non-U.S. governments e.g., premium bonds, indexed-linked savings certificates, fixed income savings certificates, guaranteed equity bonds, capital bonds, children’s bonus bonds, fixed rate savings bonds, income bonds and pensioner’s guaranteed income bonds issued and sold directly to the public through the National Savings and Investments agency of the United Kingdom’s Chancellor of the Exchequer. Non-U.S. government debt securities must be rated AA or higher. Otherwise, they will be subject to pre-clearance and 30-day holding period requirement);

 

  •  

Shares held in money market funds;

 

  •  

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

 

  •  

Open-end mutual funds or equivalent in other jurisdictions (e.g., UCITS, SICAVs, UK Authorized Unit Trusts, open-end investment companies (‘OEICS”) for which MSIM does not act as adviser or sub-adviser;

 

  •  

Currencies; and

 

  •  

Holding physical commodities.

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

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

“Fully Managed Account” means an account (including fully managed Individual Savings Accounts (“ISAs”) and an account managed on a discretionary basis by a professional financial adviser or investment adviser (e.g., a robo adviser)) for which an MSIM Employee or Immediate Family has authorized a professional financial advisor or investment manager, in its sole discretion, to acquire and dispose of assets held in the account. Neither the MSIM Employee nor the Immediate Family may make, directly or indirectly, any investment decision, be made aware of any such decisions before transactions are executed by the advisor or manager, or otherwise direct the advisor or manager to effect any transactions in the account. A Fully Managed Account is not considered an Employee Securities Account.

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

 

9

“Immediate Family” pursuant to this Code includes any of the following persons sharing the same household with the Employee (which does not include temporary house guests): an Employee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or significant other. Or any relationship for whom the Employee contributes substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you), or conversely if the Immediate Family contributes substantial financial support to the Employee, or the person is aware of a specific transaction or has direct or indirect influence or control over a transaction.

“Initial Public Offering” (“IPO”) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934. As used in this Code, the term “Initial Public Offering” shall also mean a one-time offering of stock to the public by the issuer of such stock which is not an initial public offering.

“Investment Personnel” means MSIM Employees and any other Covered Persons who (i) obtain or have access to information concerning investment recommendations made to any Client; (ii) any persons designated as Investment Personnel by Compliance; (iii) who, with respect to a Client: (a) provides information or advice with respect to the purchase or sale of a financial instrument for the Client (e.g., portfolio manager, or, in some cases a Research Analyst) or (b) helps execute the investment decisions of a portfolio manager, or, where applicable, Research Analyst on behalf of a Client.

“Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley, including E*TRADE.

“Morgan Stanley Investment Management” or “MSIM” for purposes of this Code means the companies and businesses comprising the Public Side of Morgan Stanley’s Investment Management Division including, but not limited to, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Ltd. (“MSIM Ltd.”), Morgan Stanley Investment Management Company (“MSIM Co.”), Morgan Stanley Investment Management (Japan) Co., Ltd. (“MSIMJ”), Morgan Stanley Asia Limited (“MSAL”), Morgan Stanley Investment Management (Australia) Pty Ltd., Atlanta Capital Management Company LLC, Calvert Research and Management, Eaton Vance Management, Parametric Portfolio Associates LLC, but excluding the Private Side companies and businesses. See Schedule B for a list of those legal entities that comprise MSIM.

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

 

10

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

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

“PPA Model Personnel” means designated Investment Personnel who are involved in portfolio management, trading, and research & strategy, as well as other departments who may have access to pre-execution model portfolio transaction information and may have additional pre-clearance requirements as determined by Compliance. PPA Model Personnel includes, but is not limited to, Employees who were Seattle Investment Personnel prior to January 1, 2022.

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

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

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

“Public Side” means the MSIM businesses and entities and their Employees who work in the public securities markets (e.g., equities, fixed income and money markets).

“Research Analysts” are MSIM Employees who (1) perform financial, qualitative and/or quantitative analysis of financial instruments or their issuers that result in a recommendation or conclusion to Investment Personnel regarding investments for a Client; or (2) is involved in the construction or rebalancing of an index (as applicable); or (3) are assigned to make investment recommendations to, or for the benefit of, any Client portfolio.

“Restricted Lists” means any list of issuers or securities maintained by Morgan Stanley where trading in Employee Securities Accounts is restricted due to Firm policies or regulation.

 

11

II.

TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS

 

  A.

Employee Securities Accounts

Generally, you and your Immediate Family must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker or an Approved Broker, as applicable to the respective jurisdiction.

Requirements may vary in non-U.S. offices. New Employees or newly designated Covered Persons must disclose their Employee Securities Account(s) and accounts of their Immediate Family within 10 calendar days, of hire, using the Initial Disclosure Form, and transfer their Employee Securities Account(s) to a Morgan Stanley Broker or an Approved Broker, as applicable in non-US jurisdictions, at their own expense, within 60 calendar days of becoming a Covered Person. Failure to do so may be considered a significant violation of this Code.

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

 

  B.

Fully Managed Account*

Fully Managed Accounts are generally permitted to be maintained outside of the Firm. For Fully Managed Accounts maintained outside of the Firm, Employees must provide Employee Investing and Activities Compliance (“EIAC”) with a copy of the management agreement, which EIAC will review for the relevant provisions. For certain brokers the management agreement is not required (e.g., robo advisors). If the account is managed by a firm other than Morgan Stanley, you must submit a request in the Outside Business Interests System (the “OBI System”) and arrange for duplicate copies of statements to be sent to Compliance.

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

In order to establish a Fully Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.

To the extent that you become aware of a proposed transaction by the manager in these types of accounts or have personally directed or asked another person to direct trades in these accounts, you are required to pre-clear the transaction prior to execution of the trade by the manager.

 

12

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

*Pursuant to local regulation, Employees of MSIM Private Limited and IM Public Side Employees of the Global In-house Centers as listed in Schedule B are prohibited from opening Fully Managed Accounts.

 

  C.

Other Morgan Stanley Sponsored Accounts

You do not have to pre-clear participation in Morgan Stanley Sponsored Accounts (e.g., Morgan Stanley 401 (k), Employee Incentive Compensation Plan, etc.) with Compliance. However, you must disclose participation in these and similar plans as part of the quarterly reporting process upon initial participation, and during the annual certification process.

 

  D.

Non-Morgan Stanley Accounts

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

If you open an account other than with a Morgan Stanley Broker (inclusive of E*TRADE) without obtaining the required Compliance pre-approval, you must immediately disclose it to Compliance through the OBI System. You may be required to close such account.

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

 

  E.

Individual Savings Accounts (“ISAs”) for Employees of MSIM Ltd. and EVAIL

Fully Managed Accounts for ISAs (i.e., an independent manager makes the investment decisions) and non-discretionary ISAs (including single company ISAs) where you make investment decisions, may only be established and maintained as long as the account is pre-approved by Compliance through the OBI System. In addition, for Non-discretionary ISAs you must obtain pre-approval for each transaction you wish to undertake via the Trade Pre-Clearance (“TPC”) system. Duplicate statements must be supplied to Compliance and applicable quarterly and yearly reporting requirements must be met. For the avoidance of doubt, Fully Managed Accounts for ISAs do not require pre-approval for each transaction undertaken by the independent investment manager. However, yearly reporting requirements apply.

 

13

  F.

Mutual Fund Accounts

You and your Immediate Family may open an account for the purpose of transacting in affiliated open-end Mutual Funds, including Sub-Advised and Proprietary Mutual Funds (i.e., an account directly with a fund transfer agent) without prior approval from Compliance.

 

  G.

Issuer Purchase Plans

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

 

  H.

Investment Clubs

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

 

  I.

Cryptocurrencies

You are generally not required to disclose accounts for Cryptocurrency (wallets/accounts) as long as they do not have brokerage capability and are not linked to an account with brokerage capability (whether or not such capability is utilized).

While trading Cryptocurrencies does not require disclosure or pre-clearance, participation in Private Investments or Outside Business Activities (such as mining) require disclosure and approval through the OBI System. Please note that investments or Outside Business Activities related to cryptocurrency exchanges or other related ventures are generally not permitted (please see the Global Employee Trading, Investing and Outside Business Activities Policy).

 

III.

PRE-CLEARANCE REQUIREMENTS FOR PERSONAL SECURITIES TRANSACTIONS

 

  A.

General

You and your Immediate Family are required to pre-clear and receive prior approval for all personal securities transactions in Covered Securities unless your personal securities transaction is subject to an exemption under this Code. Should an Employee be made aware of a proposed transaction in a Fully Managed Account or have personally directed, or asked another person to direct a trade in a Fully Managed Account, the Employee is required to pre-clear that trade prior to execution. See the Securities Transaction Matrix in Schedule A for additional information regarding the requirements for pre-clearance. In keeping with the

 

14

general principles and objectives of the Code, Compliance, in its sole discretion, may refuse to grant approval of a personal securities transaction, without specifying a reason for the refusal.

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

Please consult with your local Compliance if you have any questions.

 

  B.

Initiating a Transaction

Pre-clearance is obtained by entering your trade request into the TPC system (type “IMTPC/” into your browser). Upon completion of the necessary checks, you will receive a system generated email notification advising whether your trade request has been approved or rejected. You must wait for notification from the TPC system advising that your trade request has been approved before executing the trade.

 

  C.

Pre-Clearance Valid for One Day Only

All Covered Persons, including PPA Model Personnel, are required to pre-clear Covered Securities through the TPC system. If your trade request is approved, such approval is valid only for the day on which it is granted (the day on which you receive notification that your trade request was approved). Any transaction not completed (whether in whole or in part) on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

 

  D.

Restrictions and Requirements for Investment Personnel

No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by Investment Personnel (excluding PPA Model Personnel; see Section III.E “Restrictions and Requirements for PPA Model Personnel” below) for a period of five (5) calendar days before or five (5) calendar days after the Investment Personnel purchases or sells the security on behalf of a Client. Investment Personnel may request an exception from the Blackout Period if the Covered Security was traded for an index fund or index portfolio.

Investment Personnel or other Employees who have knowledge of Client trading activity are subject to the same five (5) calendar day Blackout Period. Investment Personnel must obtain approval from their Designated Manager or designee prior to obtaining pre-clearance approval by Compliance.

 

15

Restrictions and Requirements that apply to Eaton Vance Affiliated Entities

Where research recommendations or conclusions are involved, Investment Personnel, in particular Employees who work in the Eaton Vance Affiliated Entities businesses, must adhere to the following.

If within the five (5) calendar days prior to and including the day you seek preclearance and approval to enter into a personal securities transaction for a security:

(a) that security or a related financial instrument has been added to or removed from the Analyst Select Portfolio (a paper portfolio (non-cash) that enables analysts to express their opinions on their coverage sector or a specific stock within the coverage sector), or an existing position in the Analyst Select Portfolio has been increased or decreased;

(b) the weighted price potential (“WPP”) of that security (as determined by a Research Analyst) or a related financial instrument has been changed (the amount of the change in order to trigger the restrictions set forth herein as determined from time to time) on the relevant system (e.g., Code Red/FactSet RMS),; or

(c) for purposes of CRM, that security (or its issuer) has been designated as “eligible” or “ineligible” or its designation as a “eligible” or “ineligible” has changed,

then you CANNOT trade the Security and your preclearance request will be denied.

Additional Requirements Pertaining to Research Analysts in the Eaton Vance Affiliated Entities Businesses

Research Analysts and their Immediate Family, in particular Research Analysts in the Eaton Vance Affiliated Entities businesses, are subject to the requirements and restrictions listed below.

 

  •  

Personal Securities Transactions for Securities in Your Coverage Area.

You and your Immediate Family may not enter into a personal securities transaction in any security for which you have coverage responsibility:

 

  •  

If you are in the process of making a new recommendation, have changed a recommendation or conclusion for the security or a related financial instrument, but have not yet communicated it to the Investment Personnel in your department;

 

16

  •  

Until the 5th calendar day after you have communicated your new or changed recommendation or research conclusion throughout the relevant investment group; or

 

  •  

Until you have first determined, with the prior concurrence of local Compliance, that investment in that security or a related financial instrument is not suitable for any Client.

You may then proceed according to the requirements set forth above under sub-sections A, B and C above.

 

  E.

Restrictions and Requirements for PPA Model Personnel

PPA Model Personnel may be temporarily restricted from all personal securities trading during significant model portfolio rebalance and index reconstitution events. PPA Model Personnel may also be temporarily restricted from transacting in specific securities during significant model portfolio rebalance or index reconstitution events. PPA Model Personnel will be notified of all such personal trading Blackout Periods and Restricted Lists in writing by local Compliance. Additionally, PPA Model Personnel are required to request approval for any personal securities trades from their Designated Manager one (1) calendar day prior to the intended transaction and are required to attest in the TPC system that this approval has been obtained when submitting the trade request on the same day as the intended transaction.

Please consult your local Compliance if you have questions.

 

  F.

Employees Designated to be “Above the Wall”

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

 

  G.

Transacting in Morgan Stanley Securities

Transacting in, including the gifting of, Morgan Stanley securities is subject to the Global Employee Trading, Investing and Outside Business Activities Policy and must take place during the designated window periods.

 

17

  H.

Trading Derivatives

MSIM Employees who work in the PPA business are prohibited from trading ALL Derivatives.

The following is a list of permitted options trading (for non-PPA Employees) that must be pre-cleared by your local Compliance and submitted through the TPC system:

Call Options

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

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

Put Options

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

For MSIM Employees, other than those who work in the PPA business, you may not trade futures, forward contracts, including currency forwards, physical commodities and related derivatives, over-the-counter warrants or swaps. You are prohibited from selling (“writing”) a put. The prohibition on commodities trading applies to trades directly on commodities markets rather than holding the physical commodity (e.g., gold bullion).

 

  I.

Other Restrictions

Primary and Secondary Public Offerings

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

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

Short Sales

You and your Immediate Family may not engage in short selling of Covered Securities.

 

18

Restricted List

You and your Immediate Family may not transact in Covered Securities that appear on the Firmwide Restricted List or other such lists applicable to your business unit. You must check the Restricted List and other applicable lists prior to submitting a TPC request.

Cross Trades

MSIM Employees and their Immediate Family are not allowed to engage in cross trades or pre-arranged trades between their Employee Securities Accounts, MSIM funds and MSIM Client accounts.

Changes to Normal Settlement Cycles

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

 

  J.

Other Activities Requiring Pre-Clearance

The following activities also require pre-clearance:

 

  •  

Outside Business Activities

Please see Section VI “Outside Business Activities and Private Investments” of this Code.

 

  •  

Outside Brokerage Accounts

Please see Section II “Types of Accounts and Account Opening Requirements” of this Code.

 

  •  

Transactions in Private Investments

Please see Section VI “Outside Business Activities and Private Investments” of this Code.

 

  •  

Political Contributions

Please consult the Firm Policy on U.S. Political Contributions and Activities.

 

  K.

Additional Large Trading Clearance for Employees in Asia Pacific and Japan

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

Additional Large Trade Clearance for Employee Trades in Asia Pacific

 

19

Additional Large Trade Clearance for Employee Trades in Japan

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

 

IV.

HOLDING REQUIREMENTS

 

  A.

Proprietary and Sub-advised Mutual Funds

You may not redeem or exchange Proprietary or Sub-advised Mutual Funds until at least 30 calendar days from the purchase trade date.

 

  B.

Covered Securities

You may not sell a Covered Security until you have held it for at least 30 calendar days.

Employees are subject to the terms and restrictions of an open-end fund’s prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end fund that is inconsistent with the prospectus of that fund. Where an advised or sub-advised fund’s prospectus has a holding period that is less than 30 calendar days, Employees are required to hold shares for at least 30 calendar days before selling.

 

  C.

Holding Requirements Specific to MSIMJ Employees

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

 

  D.

Holding Requirements Specific to HK Type 9 License Holder Employees

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

 

V.

REPORTING REQUIREMENTS

 

  A.

Initial Reporting and Certification

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

 

  •  

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

 

20

  •  

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

 

  •  

Any Outside Business Activities; and

 

  •  

The date you submitted the Initial Report.

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

 

  B.

Quarterly Reporting and Certification

You must submit a Quarterly Transaction Report to Compliance no later than 30 calendar days after the end of each calendar quarter, or in accordance with regulatory requirements applicable to your region. You do not have to submit a Quarterly Transaction Report if it would duplicate information provided in broker account statements that Compliance already receives or may access.

The Quarterly Transaction Report must contain the information set forth below.

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

The date you submitted the Quarterly Transaction Report.

 

21

  •  

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

 

  •  

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

 

  •  

The date the account was established; and

 

  •  

The date you submitted the Quarterly Transaction Report.

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

 

  C.

Annual Reporting and Certification

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

 

  •  

A list of your current brokerage account(s), including those for your Immediate Family;

 

  •  

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

 

  •  

A list of all your approved Outside Business Activities, and Private Investments;

 

  •  

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

 

  •  

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

 

  •  

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

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

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

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

 

22

VI.

OUTSIDE BUSINESS ACTIVITIES AND PRIVATE INVESTMENTS

 

  A.

Approval to Engage in an Outside Business Activity

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

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

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

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

 

  B.

Approval to Invest in a Private Investment

You may not invest in a third-party Private Investment without prior approval from Compliance. Private Investments include investments in privately held corporations,

 

23

limited partnerships, tax shelter programs, hedge funds and holding companies (i.e. LLC, LP, S-Corp, C-Corp, etc.). Approval is required for third-party private investments held in a Morgan Stanley account through the OBI system. Disclosure in the OBI system is not required for Morgan Stanley proprietary funds (funds structured by Morgan Stanley or its affiliates that are offered to MS Employees and/or Clients).

For Singapore-licensed Employees, it is prohibited to conduct (by way of Outside Business Activity or Private Investment) the following non-financial advisory activities:

 

  •  

Carrying on moneylending business;

 

  •  

Organizing, promoting or conducting any casino marketing arrangement;

 

  •  

Being involved in the real estate agency business;

 

  •  

Marketing any investment that is not an investment product.

 

  C.

Pre-Clearance Process

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

 

VII.

CONSULTANTS AND TEMPORARY WORKERS

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

 

  •  

Initial, quarterly and annual reporting;

 

  •  

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

 

  •  

Prohibition against participating in any IPOs;

 

  •  

Prohibition against participation in Investment Clubs;

 

  •  

Pre-clearance of Outside Business Activities and Private Investments.

 

  •  

Pre-clear all personal securities transactions in Covered Securities.

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

 

24

VIII.

REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Exceptions are granted only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction. If Compliance determines that an exception would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act, Compliance may approve an exception and will document the exception, including the circumstances and rationale.

 

IX.

ENFORCEMENT AND SANCTIONS

Violations of the Code are reported to Compliance, and, as appropriate, senior management. On a quarterly basis, violations of the Code are reported to the applicable funds’ board of directors. We may issue letters of warning/education or impose sanctions as appropriate, including notifying your Designated Manager, issuing a reprimand (orally or in writing), restricting your trading privileges, reducing your discretionary bonus, if any, requiring reversal of a trade made in violation of the Code or other applicable policies, or taking other disciplinary action, including, but not limited to, suspension or termination of your employment. Violations are considered on a cumulative basis.

The foregoing sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions if deemed warranted by the facts and circumstances of each situation. MSIM management, including the Head of MSIM Compliance, is authorized to determine the choice of actions to be taken in specific cases.

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

In addition, pursuant to the terms of Section 9 of the Investment Company Act of 1940, as amended, no director, officer or Employee of MSIM may become, or continue to remain, an officer, director or Employee of MSIM without an exemptive order issued by the U.S. Securities and Exchange Commission, if such director, officer or Employee:

 

  •  

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

 

25

  •  

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

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

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

 

X.

RELATED POLICIES

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

 

XI.

RECORDKEEPING

 

  A.

Firm Requirements

Records are retained in accordance with the Firm’s Global Information Management Policy, which establishes general Firm-wide standards and procedures regarding the retention, handling, and destruction of official books and records and other information of legal or operational significance. The Global Information Management Policy incorporates the Firm’s Master Retention Schedule, which lists various record classes and associated retention periods on a global basis.

 

  B.

MSIM Maintenance of Records Relevant to this Code

Compliance shall maintain records relevant to this Code as may be necessary under the provisions of this Code.

 

26

LOGO

TABLE OF CONTENTS

 

I. PURPOSE AND DESIGN

      2  

II. DEALING WITH CLIENTS

      4  

III. TRANSACTIONS & REPORTING

      5  

IV. INSIDER TRADING

      12  

V. OTHER POLICIES

      16  

VI. SUPERVISORY PROCEDURES

      19  

VII. ENFORCEMENT AND SANCTIONS

      20  

VIII. MISCELLANEOUS PROVISIONS

      22  

IX. DEFINITIONS

      24  

 

 

SBH CODE OF ETHICS – MARCH 2022   

     

As most recently approved on:

February 25, 2022

CODE OF ETHICS

FOR

SEGALL BRYANT & HAMILL

 

  •  

Must obtain pre-approval of securities transactions

 

  •  

Disallowed personal transactions seven days after a Managed Account transaction in that same security except as allowed by the De Minimis exemption

 

  •  

Must receive prior approval of Chief Compliance Officer and Chief Executive Officer or his/her designee to trade private placements

 

  •  

Prohibited from purchasing initial public offerings

 

  •  

Must submit quarterly report of transactions

 

  •  

Must provide a report of Annual Holdings and list of all brokerage accounts

 

  •  

Must notify Compliance before opening brokerage accounts

 

  •  

Must provide a report of initial holdings and list of all brokerage accounts

 

  •  

Must have duplicate confirmations and statements sent to Compliance

 

  •  

Prohibited from serving as director of public company without approval of Chief Executive Officer

 

  •  

Must report outside business activities

 

  •  

Must report related persons in securities business

 

  •  

Prohibition on insider trading

 

  •  

Prohibited from accepting gifts deemed excessive

 

  •  

Must disclose conflicts of interest to Compliance Department

 

  •  

Must ensure that gifts given or received, entertainment, political contributions and charitable contributions are in compliance with applicable rules, requirements and business practices

 

 

SBH CODE OF ETHICS – MARCH 2022    1

I. PURPOSE AND DESIGN

This Code of Ethics (“Code”) is adopted by Segall Bryant & Hamill (the “Adviser”) in an effort to prevent violations of the Investment Advisers & Investment Company Acts of 1940, and the Rules and Regulations thereunder.

The philosophy of the Code includes:

 

  1.

The duty at all times to place the interests of clients first;

 

  2.

The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility;

 

  3.

The principle that Adviser personnel should not take inappropriate advantage of their positions;

 

  4.

The principle that information concerning the identity of security holdings and financial circumstances of clients is confidential;

 

  5.

The principle that independence in the investment decision-making process is paramount;

 

  6.

The principle that Adviser personnel should protect clients by deterring misconduct;

 

  7.

The principle that the Adviser should educate employees regarding the Adviser’s expectations and the laws governing their conduct;

 

  8.

The principle that the Adviser should remind employees that they are in a position of trust and must act with propriety at all times;

 

  9.

The principle that Adviser personnel should protect the reputation of the Adviser;

 

  10.

The principle that Adviser personnel should guard against violation of the securities laws; and

 

  11.

The principle that the Adviser should establish procedures for employees to follow so that the Adviser may determine whether its employees are complying with the Adviser’s ethical principles.

 

 

SBH CODE OF ETHICS – MARCH 2022    2

Each Access Person must read and retain a copy of this Code and will be asked to acknowledge electronically or in writing that they have received, read and agree to be bound by the Code within 10 days of their start date and annually acknowledge compliance with the Code. All forms referenced within the Code can be found in the Schwab Compliance Technologies (“Schwab CT”) application. Schwab CT is a web-based compliance monitoring tool that is utilized by the Adviser to help manage the compliance program.

Questions regarding the Code are to be directed to the Chief Compliance Officer of the Adviser (“CCO”) or his or her designee or the Chief Executive Officer or the Chief Investment Officer (“CIO”) who sit on the Adviser’s Executive Committee.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions may not shield personnel from liability for personal trading or other conduct that violates a fiduciary duty to clients or Fund shareholders.

It is an obligation of each Access Person to report any violations of this Code to the Adviser’s Chief Compliance Officer. All reports will be treated confidentially and investigated promptly and appropriately. The Adviser will not tolerate interference or retaliation of any kind against any Employee who in good faith reports a violation of the Code by another employee and any retaliation constitutes a further violation of the Code in accordance with the Adviser’s whistleblower policy found in the employee handbook.

In addition, as SBH is a wholly owned subsidiary of CI Financial, all Access Persons must follow the CI Financial Code of Conduct, which is located in Schwab CT. On a periodic basis, Access Persons will be required to attest that they have received a copy of CI Financial’s Code of Conduct and read, understood it and agree to comply with it. Key terms are capitalized throughout the document and defined in “Section IX. Definitions” or within the document itself.

 

 

SBH CODE OF ETHICS – MARCH 2022    3

II. DEALING WITH CLIENTS

Dealing With Clients. Access Persons are prohibited from:

 

  1.

Personally selling or purchasing securities directly or indirectly to or from a client account;

 

  2.

Defrauding such client in any manner;

 

  3.

Misleading such client, including by making a statement that omits material facts;

 

  4.

Engaging in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;

 

  5.

Engaging in any manipulative practice with respect to such client;

 

  6.

Engaging in any manipulative practice with respect to securities, including price manipulation;

 

  7.

Except as may be disclosed in the Adviser’s Form ADV, favoring one client over another client (i.e., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which employees have made material personal investments, accounts of close friends or relatives of Access Persons).

Any material conflict(s) must be disclosed to the Chief Compliance Officer, using Schwab CT. See Conflict(s) of Interest disclosure in Schwab CT. A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Adviser and its clients. For example, an Access Person utilizing the same brokerage firm in which they utilize for their client accounts in transacting in securities that have limited availability. Additionally, all Access Persons are to notify the Chief Compliance Officer immediately if they become the subject of a legal or regulatory proceeding.

All oral and written statements, including those made to clients, prospective clients, their representatives, or the media, must be professional, accurate to the best of your knowledge, balanced and not misleading in any material respect.

 

 

SBH CODE OF ETHICS – MARCH 2022    4

III. TRANSACTIONS & REPORTING

1. Transactions

 

A.

Preclearance. Unless an exception as defined below applies, all Access Persons must receive pre-approval of all Security transactions of which such Access Person, will acquire Beneficial Ownership (hereinafter referred to as “Personal Securities Transaction(s)”). This generally will occur via the Schwab CT, but may also occur via the Adviser trading desks in specific circumstances.

Following preclearance approval, action must be taken by the employee either the same business day or the next business day or an additional preclearance will be required.

General Access Persons Trading Policies

 

  1.

Accounts – The Adviser utilizes the Schwab CT application for Personal Securities Transaction compliance and monitoring. All Access Persons are required to enter their account(s) for their Personal Securities Transactions into the Schwab CT application, regardless if the account only has Reportable Funds. Each account should list all securities in which the Access Person has a Beneficial Ownership, regardless of the name under which the securities are held. Securities held under the name of a spouse, minor children, or other dependents residing in the same household should be included. In addition, Securities in accounts where the Access Person has the direct ability to influence or control the trading decisions should be included. Exceptions to this rule may occur from time to time and must be preapproved by the Chief Compliance Officer. Where possible, direct feeds from outside brokers/custodians will be set up with Schwab CT for holdings and trading activity for monitoring purposes. For those accounts where direct feeds are not available, the employee will be required to manually load holdings and trading activity into the Schwab CT application.

 

  2.

Access Persons Trading - All transactions in a Security must be precleared by Access Persons through the Schwab CT application unless an exemption has been granted.

 

  (a)

In most circumstances, mutual fund shares are not required to be precleared in accordance with the Code. However, a Portfolio Manager who wishes to make redemptions from a Fund that he/she manages or is part of a team that manages, which are greater than $250,000 or 1% of the fund’s net asset value, whichever is less, in any 90-day period must seek and receive the approval of the CCO prior to making such redemptions and document such as a special preclearance.

 

 

SBH CODE OF ETHICS – MARCH 2022    5

The following transactions do not require preclearance; they are exceptions to the preclearance policy:

 

  1.

Purchases or sales over which an Access Person has no direct or indirect ability to influence or control;

 

  2.

Purchases or sales pursuant to an automatic investment plan, which includes a dividend reinvestment plan;

 

  3.

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

 

  4.

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

 

  5.

Mutual funds, except as noted above;

 

  6.

Unit investment trusts;

 

  7.

Futures and options on currencies or a broad-based securities index;

 

  8.

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

 

  9.

The acquisition of securities by gift or inheritance;

 

  10.

Municipal securities (including securities offered through education savings plans operated by a state pursuant to Section 529 of the Internal Revenue Code;

 

  11.

Corporate debt securities with a remaining maturity (at the time of purchase) of 12 months or less;

 

  12.

Non-securities commodities.

 

 

SBH CODE OF ETHICS – MARCH 2022    6

  13.

Exchange Traded Funds (ETFs)

 

  14.

Digital Assets (i.e., cryptocurrencies)

Factors Compliance May Consider in Preclearance:

 

  1.

Whether the transaction is within the established De Minimis limits;

 

  2.

Whether any client has a pending “buy” or “sell” order in that security or has completed a purchase or sale of that security that day;

 

  3.

Whether the amount or nature of the Personal Securities Transaction or person making it is likely to affect the price of or market for the Security;

 

  4.

Whether the Personal Securities Transaction would create the appearance of impropriety, whether or not an actual conflict exits;

 

  5.

Whether the Security proposed to be purchased or sold is one that would qualify for purchase or sale by any client;

 

  6.

Whether the Personal Securities Transaction is non-voluntary on the part of the individual, such as the receipt of a stock dividend; and

 

  7.

Whether the Security is currently being considered for purchase or sale by a client or has been so considered in the past seven (7) days.

 

B.

Limitations on Transactions.

 

  1.

An Access Person shall not transact in Securities for an account of which he or she is a Beneficial Owner within seven (7) calendar days after a Managed Account; however, Managed Account transactions of 500 shares or less will be excluded from this prohibition.

 

  2.

Short Term Trading. While the Adviser does not have a specific policy prohibiting short-term trading (i.e. 60 day holding periods), or the disgorgement of any short-term profits, short-term trading should not be done on an excessive basis. Compliance will monitor trading for patterns that may be deemed excessive.

 

 

SBH CODE OF ETHICS – MARCH 2022    7

C.

Prohibited Transactions

 

  1.

Initial Public Offerings (“IPOs”). Access Persons and their immediate family members are prohibited from purchasing IPOs.

 

  2.

Limited or Private Offerings. Access Persons are prohibited from purchasing private placements without formal prior approval of the Chief Compliance Officer and Chief Executive Officer (“CEO”) or his/her designee. In considering the approval, the CEO or their designee will consider whether the investment opportunity should be reserved for a client.

 

  3.

Insider Trading. Access Persons are prohibited from engaging in Insider Trading (see Section IV.).

 

D.

Exemption

An Access Person may be granted an exception from certain provisions of the Code on a case-by-case basis by the Chief Compliance Officer. In certain situations, the Chief Compliance Officer may apply an exemption to a group of employees.

Sections A and B above, do not apply to individuals granted an exemption thereto by the Executive Committee of the Adviser, where such individuals may otherwise be deemed an Access Person. Such exemption will be in writing and maintained in the corporate record books of the Adviser.

 

E.

Reporting

 

  1.

Holdings Report. Within 10 calendar days of becoming an Access Person, such Access Person is required to provide a report of all their current holdings of Securities, to include Reportable Funds, to the Chief Compliance Officer or his or her delegate. This regulatory requirement is satisfied by each Access Person loading their holdings into Schwab CT within the 10-day window. Additionally, all Access Persons are required annually to disclose/validate personal Securities holdings and Reportable Funds via Schwab CT. There may be circumstances where Compliance will require brokerage statements. If there are holdings other than those reflected on Schwab CT or a traditional broker/dealer account (i.e. private placements, securities held in bank safe deposit boxes), those must also be disclosed on Schwab CT. The holdings report must include:

 

  (a)

The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which the employee has any direct or indirect Beneficial Ownership;

 

 

SBH CODE OF ETHICS – MARCH 2022    8

  (b)

The name of any broker, dealer or bank with which the employee maintains an account in which any securities are held for the Access Person’s direct or indirect benefit and account numbers;

 

  (c)

The date the report is submitted; and

 

  (d)

The information supplied must be current of a date no more than 45 days before the annual report is submitted. For new employees or Access Persons, the information must be current as of a date no more than 45 days before the person became an employee or Access Person.

 

  2.

Quarterly Report. Access Persons are required to submit quarterly reports hereunder to the Chief Compliance Officer or his or her delegate. Not later than thirty (30) days after the end of each calendar quarter, each Access Person is required to submit a report via Schwab CT which includes the following information with respect to transactions during the calendar quarter in any Security, including Reportable Funds, in which such Access Person has, or by reason of such transaction acquired, any Beneficial Ownership in the Security (the term Security includes all securities listed under Section IX. hereof, including government securities, etc. even if not specifically included for the purposes of preclearance.):

 

  (a)

The date of the transaction, the title and exchange ticker symbol or CUSIP number, and the number of shares, and the principal amount of each Security involved;

 

  (b)

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

 

  (c)

The price at which the transaction was effected;

 

  (d)

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

 

  (e)

Interest rate and maturity date, if applicable; and

 

  (f)

Date report was submitted.

 

 

SBH CODE OF ETHICS – MARCH 2022    9

With respect to any account established by an Access Person in which any Securities were held during the quarter for the direct or indirect benefit of the Access Person, the report must also include:

 

  (a)

The name of the broker, dealer or bank with whom the Access Person established the account; and

 

  (b)

The date the account was established.

If no transactions have occurred during the period, the report shall so indicate.

 

  3.

Annual Report. Not later than thirty (30) days after the end of each calendar year, employees and Access Persons are required to certify via Schwab CT (a) the brokerage accounts they have reported to compliance (b) the holdings in the brokerage accounts if not already reported, (c) that they have read and understand the Code, have complied with the Code and have disclosed or reported all Personal Securities Transactions required to be disclosed or reported pursuant to the Code, and (d) that they are not subject to any disciplinary events listed in Item 11 of Form ADV, Part 1.

 

  4.

Reports on Violations. In addition to the reports required under this Code, Access Persons shall report promptly, in accordance with the Adviser’s whistleblower policy found in the employee handbook, any transaction which is, or might appear to be, in violation of the Code to the Chief Compliance Officer and/or the CIO    who sits on the Executive Committee.

Examples of these could be:

 

  (a)

Noncompliance with applicable laws, rules, and regulations;

 

  (b)

Fraud or illegal acts involving any aspect of the Adviser’s business;

 

  (c)

Material misstatements in regulatory filings, internal books and records, clients records or reports;

 

  (d)

Activity that is harmful to clients, including Fund shareholders; and

 

  (e)

Deviations from required controls and procedures that safeguard clients and the Adviser.

 

 

SBH CODE OF ETHICS – MARCH 2022    10

The Chief Compliance Officer will report to the Executive Committee, at least annually, regarding any material violations of the Code. In the event the Adviser advises or subadvises Funds, the Chief Compliance Officer will provide a written report to the Fund Board of Directors/Trustees in the form requested by the Fund, at least annually, that (a) describes any issues arising under the Code or procedures since the last report to the Board of Directors, including but not limited to, information about material violations of the Code or procedures or sanctions imposed in response to the material violation and (b) certifying that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

  5.

Filing of Reports. All reports prepared pursuant to this Code shall be filed with the Chief Compliance Officer of the Adviser or his/her designee.

 

  6.

Dissemination of Reports. The Adviser’s external legal counsel shall have the right at any time to receive copies of any reports submitted pursuant to this Code. Such external legal counsel shall keep all reports confidential except as disclosure thereof to the Executive Committee, other appropriate persons as may be reasonably necessary to accomplish the purposes of this Code, or as required under applicable regulations.

 

  7.

Outside Brokerage Accounts. All Access Persons are required to have duplicate confirmations and statements from outside investment accounts sent to the Adviser’s Compliance Department, unless such information is provided electronically through alternative means.

 

F.

Related Persons in Securities Business. All Access Persons are required to report to the Compliance Department via Schwab CT, any immediate family members that are engaged in the securities business, or any other related persons either by lineage or marriage that the Access Person believes may be a conflict of interest.

 

 

SBH CODE OF ETHICS – MARCH 2022    11

IV. INSIDER TRADING

Investment advisers are required by applicable regulations to establish, maintain and enforce written policies and procedures designed to prevent the misuse of material non-public information by its directors, officers and employees. “Insider” means, with respect to an Adviser, an Associated Person of such Adviser or any Affiliated Person thereof, who is given access to or obtains material, non-public information.

 

A.

“Insider Trading.” means the use of material, non-public information to trade in a Security (whether or not one is an Insider) or the communication of material, non-public information to others.

 

  1.

It is unlawful for any person to misuse, directly or indirectly, any material, non-public information (see definition below). Personnel may not:

 

  (a)

Purchase or sell such securities for their own accounts, for accounts in which they have a beneficial interest, or over which they have the power, directly or indirectly, to make investment decisions;

 

  (b)

Issue research reports, recommendations or comments which could be construed as recommendations; or

 

  (c)

Disclose such information or any conclusions based thereon to any other person.

Individuals needing this information to carry out professional responsibilities (i.e., compliance officer, and legal counsel) must also treat this information confidentially.

Although there is no intent to violate the law, an off-hand comment to a friend may be used, unbeknownst to you, by your friend to trade in securities and could result in substantial civil and criminal liabilities to you.

Thus, to avoid possible violations, investment advisers must exercise great care in their supervision of employees and in the securities transactions of their personnel. If there is any question as to whether a contemplated purchase or sale, the issuance of research reports, or disclosing such information to any other person would violate the insider trading rules, the employee must consult with the Adviser’s CCO prior to executing the transaction.

 

 

SBH CODE OF ETHICS – MARCH 2022    12

B.

“Penalties.” The penalties for insider trading are severe for both the individual and the controlling persons (supervisors who may be held liable). The penalties, which may be imposed on the person who committed a violation, include civil injunctions, permanent bars from employment in the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines, and jail sentences.

 

C.

“Material Non-Public Information.” Any information which has not been made public and which a reasonable investor might consider important in making an investment decision. Examples of the types of information that are likely to be deemed “material” include, but are not limited to:

 

  1.

Dividend increases or decreases;

 

  2.

Earnings estimates or material changes in previously released earnings estimates;

 

  3.

Significant expansion or curtailment of operations;

 

  4.

Significant increases or declines in revenue;

 

  5.

Significant merger or acquisition proposals or agreements, including tender offers;

 

  6.

Significant new products or discoveries;

 

  7.

Extraordinary borrowings;

 

  8.

Major litigation;

 

  9.

Liquidity problems;

 

  10.

Extraordinary management developments;

 

  11.

Purchase and sale of substantial assets;

 

  12.

A valuable employee leaving or becoming seriously ill; and

 

  13.

Change in pension plans (i.e., removal of assets from an over-funded plan, or an increase or decrease in future contributions).

 

  (a)

For “non-public information” to be made public, it must be generally available through non-disclosure in a national business or financial wire service (i.e., Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper (i.e., Wall Street Journal), or a public disseminated disclosure document (prospectus or proxy).

 

 

SBH CODE OF ETHICS – MARCH 2022    13

D.

“Firewall.” By restricting, as much as possible, the number of individuals having access to “material information,” an investment adviser is building a good defense against possible violations. The existence of a “Firewall” controls the flow of material non-public information within a multi-service company. A Firewall seeks to prevent disclosure of confidential client information to persons within or without the Adviser except as necessary to a client. Formalizing all such communications can ensure that any disclosures through the Firewall are proper. An even higher degree of control over communication between departments may require approval of the CEO, CIO, or the CCO. Access to files should also be restricted.

 

E.

“Watch and Restricted Lists.” Watch lists are maintained to assist in the monitoring of conflicts of interest.

A restricted list is maintained any time the Adviser has inside information and prohibitions of any trading (personal or for clients) in securities of issuers.

 

F.

“Front-Running.” While not necessarily insider trading, front-running is prohibited. Front-running consists of executing a Personal Securities Transaction based on the knowledge of a forthcoming transaction or recommendation in the same or underlying security (“Piggy Backing” consists of executing a Personal Securities Transaction based on the knowledge of a transaction or recommendation in the same or underlying security that has already occurred).

 

G.

Prevention of Insider Trading. To prevent Insider Trading, the CCO of the Adviser or his or her designee(s), shall:

 

  1.

Take appropriate measures to familiarize Access Persons with the Code via training;

 

  2.

Answer questions regarding the Code;

 

  3.

Resolve issues of whether information received by an Insider is material and/or non-public;

 

  4.

Review and update the Code as necessary;

 

  5.

Strive for a physical separation of the trading and research departments from those departments in possession of the sensitive information; and

 

 

SBH CODE OF ETHICS – MARCH 2022    14

  6.

Take steps to restrict access to the information including computer passwords and the use of code names.

 

H.

Detection of Insider Trading. To detect Insider Trading, the CCO of the Adviser or his or her designee(s), shall:

 

  1.

Review the trading activity reports filed by each Access Person; and

 

  2.

Review the trading activity of the Adviser, as applicable.

 

I.

Designated/Named Insider. As an affiliate of a public company (CI Financial -CIXX), some of SBH’s Access Persons may from time to time be designated or named as an insider and be subject to blackout periods. During the blackout period no designated or named insider is permitted to buy or sell CI Financial stock.

 

 

SBH CODE OF ETHICS – MARCH 2022    15

V. OTHER POLICIES

 

A.

Gifts and Entertainment.

General Statement. A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Adviser and its clients. The overriding principle is that Access Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or the Adviser. Similarly, Access Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Adviser or the Access Person. Access Persons are required to complete the Conflict of Interest form in Schwab CT as requested by the Chief Compliance Officer. This general principle applies in addition to the more specific guidelines set forth below.

 

  1.

Gifts. No Access Person may receive any gift, service, or other thing of more than de minimis value from any person or entity that does business with or on behalf of the adviser. No Access Person may give or offer any gift of more than de minimis value to existing clients, prospective clients, or any entity that does business with or on behalf of the adviser without preapproval by the Chief Compliance Officer. $2501 is the general de minimis guideline. There is a Department of Labor reporting requirement for any gifts greater than $250 to a union official per year.

 

  2.

Cash. No Access Person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of the adviser.

 

  3.

Entertainment. No Access Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the Adviser. Access Persons may provide or accept a business entertainment event in the ordinary course of business, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. This provision is also an exception to the prohibition on gifts set forth in Section A.1 above.

 

1 

For Access Persons who are also Registered Representatives with Foreside, gifts given or received in conjunction with Representative’s fund marketing activities cannot exceed $100 per person per calendar year and may not be preconditioned on achievement of a sales target or other incentives.

 

 

SBH CODE OF ETHICS – MARCH 2022    16

  4.

Government Officials. Please note that certain state or other governmental agencies may have regulations which restrict or prohibit gifts or entertainment. Each employee wishing to give or receive a gift or entertainment is responsible for determining whether any such restriction applies when dealing with such agencies or officials thereof.

 

B.

Service as a Director. Access Persons are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization from the Executive Committee based upon a determination that the board service would be consistent with the interests of clients, including a Fund and its shareholders. If an Access Person serves on the board of a private entity that goes public, approval to continue on the board of the public company is required.

 

C.

Outside Business Activities. Access Persons are required to disclose via Schwab CT any outside business activities, whether or not they are securities related. The CCO will consult with senior management regarding the allowance of such activity. Examples include being a board member of a non-profit organization, outside employment, consulting engagements, serving as executive trustee or power of attorney for non-family members, etc.

 

D.

Political Contributions. Access Persons should not make or solicit political contributions for the purpose of obtaining or retaining advisory contracts with government entities. All political contributions should be precleared in accordance with the Compliance Manual using Schwab CT.

 

E.

Privacy. Client trust is important to the Adviser. The Adviser takes the safeguarding and respect of client information very seriously.

It is the Adviser’s policy to:

 

  1.

Respond to fraud and activity alerts;

 

  2.

Properly secure client information;

 

  3.

Properly handle notices of identity theft;

 

  4.

Respond to any notifications about identity theft and restrict the further distribution of blocked information;

 

  5.

Report altered or suspicious documents to Compliance and a Manager;

 

 

SBH CODE OF ETHICS – MARCH 2022    17

  6.

Only provide account information to account owner and address of record. Third parties can only be sent information with proper written authorization of the client on file; and

 

  7.

If an employee becomes aware of a breach within the Firm, notify Compliance and a Manager. The client may need to be made aware of a breach by letter. Certain States may also require notification to them. The client letter will include the information breached. This may include situations such as a document, which includes client information, being sent to the wrong client.

 

F.

Electronic Communications. Electronic communications have been interpreted to constitute written communications required to be retained under Rule 204-2 of the Advisers Act and other applicable laws and regulations. Examples include E-mails, Facsimiles, File Transfer Protocols (FTP’s), Electronic Bulletin Boards, Chat Rooms and Instant Messaging (IM). All employees must adhere to and sign-off on the Employee Electronic Communications Agreement on an annual basis. The Agreement will be reviewed with each employee as part of their new employee Compliance Training.

 

 

SBH CODE OF ETHICS – MARCH 2022    18

VI. SUPERVISORY PROCEDURES

The following supervisory procedures shall be implemented:

 

A.

The Compliance Department, on a quarterly basis, reviews Access Persons’ transactions (including those accounts for which they have a beneficial interest in or have control over). They also verify the receipt of preclearance forms, duplicate confirmations statements and quarterly forms. This review does not include a comparison with Wrap trades. The CCO or his or her designee will provide the CEO with the CCO quarterly transactions and holdings report for sign-off.

 

B.

Issues are brought to the appropriate management attention. This may include:

 

  1.

An assessment of whether the person followed any required internal procedures, such as preclearance;

 

  2.

Comparison of personal trading to any watch/restricted lists;

 

  3.

An assessment of whether the person is trading for his or her own account in the same securities he or she is trading for clients, and if so, whether the clients are receiving terms as favorable as the person takes for him or herself;

 

  4.

Periodically analyzing the person’s trading for patterns that may indicate abuse, including market timing; and

 

  5.

An investigation of any substantial disparities between the percentage of trades that are profitable when the person trades for his or her own account and the percentage that are profitable when he or she places trades for clients.

 

C.

Formal Code of Ethics training will be provided by Compliance for all new employees and Annual Code of Ethics training will be provided for all employees. In addition, all employees newly registered as Associated Persons with the National Futures Association, if applicable, will complete ethics training within six months of becoming registered and periodic ethics training will be completed by all Associated Persons.

 

D.

The Code will be reviewed by the Compliance Department on at least an annual basis regarding the adequacy and effectiveness of the Code.

 

 

SBH CODE OF ETHICS – MARCH 2022    19

VII. ENFORCEMENT AND SANCTIONS

 

A.

General. Any Access Person who is found to have violated any provision of this Code including filing false or incomplete or untimely reports may be permanently dismissed, reduced in salary or position, temporarily suspended from employment, or sanctioned in such other manner as may be determined by the Executive Committee in their discretion. In determining sanctions to be imposed for violations of this Code, the Executive Committee may consider any factors deemed relevant, including without limitation:

 

  1.

The degree of willfulness of violation;

 

  2.

The severity of the violation;

 

  3.

The extent, if any, to which the violator profited or benefited from the violation;

 

  4.

The adverse effect, if any, on the client(s);

 

  5.

The market value and liquidity of the class of Securities involved in the violation;

 

  6.

The prior violations of the Code, if any, by the violator;

 

  7.

The circumstances of discovery of the violation; and

 

  8.

If the violation involved the purchase or sale of Securities in violation of this Code, (a) the price at which the purchase or sale was made and (b) the violator’s justification for making the purchase or sale, including the violator’s tax situation, the extent of the appreciation or depreciation of the Securities involved, and the period the Securities have been held.

 

B.

Rights of Alleged Violator. A person charged with a violation of this Code shall have the opportunity to appear before the Executive Committee as it has authority to impose sanctions pursuant to this Code, at which time such person shall have the opportunity, orally or in writing, to respond to any and all charges, set forth mitigating circumstances, and set forth reasons why the sanctions for any violations should be more lenient than proposed.

 

C.

Notification to Funds. The Adviser shall notify each Fund of violations under this Code to the extent required under the Fund’s applicable policies and procedures.

 

D.

Delegation of Duties. The Executive Committee may delegate its enforcement duties to a special committee of the Executive Committee comprised of at least three persons or to the Chief

 

 

SBH CODE OF ETHICS – MARCH 2022    20

  Executive Officer of the Adviser; provided, however, that no director or person shall serve on such committee or participate in the deliberations of the Executive Committee hereunder who is at the same time charged with a violation of this Code.

 

E.

Non-Exclusivity of Sanctions. The imposition of sanctions hereunder by the Executive Committee shall not preclude the imposition of additional sanctions by a Board of Directors/Trustees of a Fund and shall not be deemed a waiver of any rights by a Fund. In addition to sanctions which may be imposed by the Executive Committee or Boards of Directors, persons who violate this Code may be subject to various penalties and sanctions by applicable regulatory and enforcement agencies including, for example, (i) injunctions; (ii) treble damages, (iii) disgorgement of profits; (iv) fines to the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, (v) demotion; (vi) termination; and (vii) jail sentences.

The Code adopted by the Adviser is designed to promote high standards of conduct. The Code gives the Adviser responsibility for determining sanctions in circumstances where the violation relates to the conduct of an employee of the Adviser. The Code identifies a number of factors for consideration in determining sanctions including the degree of willfulness of the violation; the severity of the violation and the adverse effect, if any, of the violation. The Code permits the Adviser to consider mitigating or exculpatory factors regarding such violations.

 

F.

Potential Fines. The following are potential penalties for multiple violations of the Code within a twelve-month period.

 

Nature of Violation    Penalty

Late quarterly report filing; or

failure to notify Compliance of new brokerage account

   

First Violation: Written warning

Second: $100.00

Third: $200.00

Thereafter: Disciplinary action

Failure to obtain preclearance or preclearance obtained after trade date   

First Violation2: Written warning

Second: $250.003

Third: $500.002

Thereafter: Disciplinary action

 

2 

The penalties described herein are in addition to the option of disgorgement described in the Code of Ethics.

3 

The penalties described in this section are $750.00 and $1,500.00 for Second and Third Violations.

 

 

SBH CODE OF ETHICS – MARCH 2022    21

VIII. MISCELLANEOUS PROVISIONS

 

A.

Identification of Access Persons. The CCO or his/her designee shall, identify all Access Persons who are under a duty to make certain reports and shall inform such persons of such duty. Individuals deemed to be Access Persons will receive notice from the compliance department. Any individual who do not receive such notice but consider themselves Access Persons should contact the Chief Compliance Officer.

 

B.

Maintenance of Records. The following records will be maintained in a readily accessible place:

 

  1.

A copy of each Code that has been in effect at any time during the past five years;

 

  2.

A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

 

  3.

A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an Access Person;

 

  (a)

These records must be kept for five years after the individual ceases to be an Access Person of the Adviser.

 

  4.

Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;

 

  5.

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

 

  6.

A record of any decision and supporting reasons for approving the acquisition of securities by Access Persons in limited offerings for at least five years after the end of the fiscal year in which approval was granted;

 

  7.

Maintain records of any decisions that grant persons a waiver from or exception to the Code.

 

  8.

Fund advisers will also maintain:

 

  (a)

A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years; and

 

 

SBH CODE OF ETHICS – MARCH 2022    22

  (b)

A copy of reports provided to the Fund’s board of directors regarding the Code.

 

C.

Effective Date. The effective date of this Code shall be March 10, 2022.

 

 

SBH CODE OF ETHICS – MARCH 2022    23

IX. DEFINITIONS

 

A.

“Access Person” is defined in Rule 204A-1 and includes any Supervised Person who:

has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any account the adviser or its control affiliates manage;

or

is involved in making securities recommendations to clients or has access to such recommendations that are non-public.

Supervised Persons is defined in Rule 204A-1 to include all directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions). However, the Adviser also considers the following to be Supervised Persons:

 

  1.

Employees of the Adviser; and

 

  2.

Any other person who provides advice on behalf of the Adviser and is subject to the Adviser’s supervision and control.

From time to time there may be groups of people such as temporary workers, consultants, independent contractors, certain employees of affiliates, or any other persons as designated by the CCO that may be considered Access Persons under the Code.

The Adviser will maintain a list that includes the name of the employee, respective hire date and if applicable, termination date for each Access Person.

 

B.

“Advisers Act” means the Investment Advisers Act of 1940, 15 U.S.C. ' 80b-1 to 80b-21 as amended.

 

C.

“Natural Person Versus Person.” A natural person is an individual. A person can also be an entity such as a corporation, partnership, or individual person.

 

D.

“Affiliated Person” of another person means:

 

  1.

Any person directly or indirectly owning, controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of such other person;

 

 

SBH CODE OF ETHICS – MARCH 2022    24

  2.

Any person, five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;

 

  3.

Any person directly or indirectly controlling, controlled by, or under common control with, such other person;

 

  4.

Any officer, director, partner, co-partner, or employee of such other person;

 

  5.

If such other person is as an investment company, and investment adviser thereof or any member of as an advisory board thereof; and

 

  6.

If such other person is as an unincorporated investment company not having a board of directors, the depositor thereof.

 

E.

“Associated Person” with respect to a company, means any partner, officer, director, or branch manager of such company (or any person occupying a similar status or performing similar functions); any person directly or indirectly controlling, controlled by, or under common control with such company; or any employee of such company.

 

F.

“Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended. It means the opportunity to profit directly or indirectly from a transaction or sharing a direct or indirect pecuniary interest. For example, a partnership, trust, corporation, investment club, contract arrangement, and understanding or a relationship are instances where a person may be deemed to have beneficial ownership. Here are other examples:

 

  1.

Securities held by an Access Person for his or her own benefit, whether such securities are in bearer form, registered in his or her own name, or otherwise;

 

  2.

Securities held by others for the Access Person’s benefit (regardless of whether or how such securities are registered), such as, for example, securities held for the Access Person by custodians, brokers, relatives, executors or administrators;

 

  3.

Securities held by a pledgee for an Access Person’s account;

 

  4.

Securities held by a trust in which an Access Person has an income or remainder interest unless the Access Person’s only interest is to receive principal (a) if some other remainderman dies before distribution or (b) if some other person can direct by will a distribution of trust property or income to the Access Person;

 

 

SBH CODE OF ETHICS – MARCH 2022    25

  5.

Securities held by an Access Person as trustee or co-trustee, where whether the Access Person or any member of their immediate family (i.e., spouse, children or their descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has an income or remainder interest in the trust;

 

  6.

Securities held by a trust of which the Access Person is the settler, if the Access Person has the power to revoke the trust without obtaining the consent of all the beneficiaries;

 

  7.

Securities held by a general or limited partnership in which the Access Person is either the general partner of such partnership or the controlling partner of such entity. For these purposes, an Access Person will be considered to be a controlling partner of a partnership of such Access Person owns more than 25% of the partnership’s general or limited partnership interests;

 

  8.

Securities held by a personal holding company controlled by the Access Person alone or jointly with others;

 

  9.

Securities held in the name of the Access Person’s spouse unless legally separated;

 

  10.

Securities held in the name of minor children of the Access Person or in the name of any relative of the Access Person or of their spouse (including an adult child) who is presently sharing the Access Person’s home. This applies even if the Securities were not received from the Access Person and the dividends are not actually used for the maintenance of the Access Person’s home;

 

  11.

Securities held in the name of any person other than the Access Person and those listed in (9) and (10) above, if by reason of any contract, understanding, relationship, agreement, or other arrangement the Access Person obtains benefits substantially equivalent to those of ownership;

 

  12.

Securities held in the name of any person other than the Access Person, even though the Access Person does not obtain benefits substantially equivalent to those ownership (as described in (11), above), if the Access Person can vest or re-vest title in himself.

 

 

SBH CODE OF ETHICS – MARCH 2022    26

G.

“Board of Directors/Trustees” means the board of directors/trustees of a company or persons performing similar functions with respect to any organization, whether incorporated or unincorporated.

 

H.

“Control” shall have the meaning as that set forth in Section 2(a)(9) of the 1940 Act - power to exercise a controlling influence over the management or policies of a company unless such power is solely the result of as an official position with such company.

 

I.

“De Minimis exception” shall be granted for transactions involving issuers with a market capitalization of $5 billion or more for equity securities. (The Market capitalization limit is subject to change by the CCO given market conditions, regulations, or other precipitating events that may cause the current limit to be insufficient.) Transactions involving fixed income securities may also be considered De Minimis and will be evaluated on a case-by-case basis. Compliance considers several factors including trade size, volume, and price when reviewing employee trading.

 

J.

“Fund” means each and every registered investment company for which the Adviser provides advisory or subadvisory services, which includes Reportable Funds.

 

K.

“Initial Public Offering” (“IPO”) is a corporation’s first offering of a security representing shares of the company to the public. IPO (i.e., initial public offering) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

 

L.

“Member of Immediate Family” of a person includes such person’s spouse, children under the age of twenty-five (25) years residing with such person or any relative by blood or marriage living in the employee’s household, and any trust or estate in which such person or any other member of his/her immediate family has a substantial beneficial interest, or controls the investment decision, unless such person or any other member of his/her immediate family cannot control or participate in the investment decisions of such trust or estate.

 

M.

“Managed Account” is as an account where continuous advice is given to a client or investments are made for a client based on the clients’ individual needs. This service is provided to clients on both a discretionary and non-discretionary basis. The adviser offers this service to individuals, trusts, estates, corporations, pension and profit-sharing plans and investment companies. Account supervision is guided by the stated objectives of the client (i.e., maximum capital appreciation, growth, income or growth and income).

 

 

SBH CODE OF ETHICS – MARCH 2022    27

N.

“Executive Committee” means the committee deemed the Executive Committee of the Adviser under the Adviser’s corporate governance structure.

 

O.

“Portfolio Manager” means an employee of Adviser whose regular duties or functions include making decisions or recommendations regarding the purchase or sale of securities by a client, to include a Fund. In most instances an employee that functions as Portfolio Manager has “Portfolio Manager” in his or her title.

 

P.

“Purchase or Sale of a Security” includes among other things, the writing of as an option to purchase or sell a Security.

 

Q.

“Reportable Fund” means any registered investment company that is advised or subadvised by an affiliate (i.e. another adviser that is controlled by or under common control with Adviser).

 

R.

“Security” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act Security means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. It does not include direct obligation of the government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is in one of the two highest rating categories of a nationally recognized statistical organization) including repurchase agreements, money market funds, shares of registered open-end investment companies unless advised or sub-advised by the Adviser, shares of unit investment trusts that are invested exclusively in one or more open-end funds, none of which are advised or sub-advised by the Adviser, or other securities which may not be purchased

 

 

SBH CODE OF ETHICS – MARCH 2022    28

  by the Fund or Funds of which a person is as an Access Person because of investment limitations set forth in Registration Statements filed with the Securities and Exchange Commission; however, that for purposes of the reporting requirements of Article IV, “Security” shall include securities issued by a Fund, and for purposes of the Insider Trading prohibition of Section II.A., “Security” shall include all securities set forth in Section 2(a)(36) of the 1940 Actor Section 202(a)(18) of the Advisers Act.

 

 

SBH CODE OF ETHICS – MARCH 2022    29

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

Effective March 7, 2022

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

TABLE OF CONTENTS

 

GENERAL POLICY STATEMENT

      1-1  

Purpose of Code of Ethics and Conduct

      1-1  

Persons and Entities Subject to the Code

      1-2  

Definition of Supervised Persons

      1-2  

Status as a Fiduciary

      1-2  

Adviser Act Requirements for Supervised Persons

      1-3  

NASDAQ Requirements

      1-3  

What the Code Does Not Cover

      1-3  

Sarbanes-Oxley Codes

      1-4  

Compliance Procedures for Funds and Federal Advisers

      1-4  

Compliance with the Code

      1-4  

Questions Regarding the Code

      1-4  

STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

      2-1  

Allocation of Brokerage Policy

      2-1  

Annual Compliance Certification

      2-1  

Anti-Bribery Laws and Prohibitions Against Illegal Payments

      2-1  

Antitrust

      2-2,7-1  

Anti-Money Laundering

      2-2  

Appropriate Conduct

      2-2  

Charitable Contributions

      2-2  

Conflicts of Interest

      2-4  

Relationships with Profitmaking Enterprises

      2-4  

Service with Nonprofitmaking Organizations

      2-5  

Relationships with Financial Service Firms

      2-5  

Relationships with a Bank

      2-6  

Existing Relationships with Potential Vendors

      2-6  

 

i-1

Investment in Client/Vendor Company Stock

      2-6  

Confidentiality

      2-7  

Expense Payments and Reimbursements

      2-7  

Financial Reporting

      2-8  

Gifts and Business Entertainment

      2-8  

Human Resources

      2-8  

Equal Opportunity

      2-8  

Drug and Alcohol Policy

      2-8  

Policy Against Harassment and Discrimination

      2-9  

Health and Safety in the Workplace

      2-9  

Use of Employee Likenesses and Information

      2-9  

Employment of Former Government and Self-Regulatory Organization Employees

      2-9  

Inside Information

      2-9,4-1  

Investment Clubs

      2-9  

Marketing and Sales Activities

      2-10  

Outside Business Activities

      2-10  

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations

      2-10  

Political Activities and Contributions

      2-10  

Lobbying

      2-12  

Professional Designations

      2-12  

Protection of Corporate Assets

      2-12  

Quality of Services

      2-13  

Record Retention and Destruction

      2-13  

Referral Fees

      2-13  

Release of Information to the Press

      2-14  

Responsibility to Report Violations

      2-14  

General Obligation

      2-14  

Global Whistleblower Procedures

      2-14  

Sarbanes-Oxley Whistleblower Procedures

      2-14  

Sarbanes-Oxley Attorney Reporting Requirements

      2-15  

Circulation of Rumors

      2-15  

Service as Trustee, Executor or Personal Representative

      2-15  

 

i-2

Speaking Engagements and Publications

      2-15  

Social Media

      2-16  

Systems Security

      2-16,6-1  

STATEMENT OF POLICY ON GIFTS AND BUSINESS ENTERTAINMENT

      3-1  

STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

      4-1  

STATEMENT OF POLICY ON SECURITIES TRANSACTIONS

      5-1  

STATEMENT OF POLICY ON SYSTEMS SECURITY AND RELATED ISSUES

      6-1  

STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS

      7-1  

STATEMENT OF POLICY ON PRIVACY

      8-1  

 

i-3

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

GENERAL POLICY STATEMENT

Purpose of Code of Ethics and Conduct. As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to always act in their best interests. Over the course of our Company’s history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity. This has been possible by conducting our business on a set of shared values and principles of trust.

In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. (“T. Rowe Price,” “TRP”, “Price Group” or “Group”) has adopted this Code of Ethics and Conduct (“Code”). Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt. As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions. All associates are expected to comply with all laws and regulations applicable to T. Rowe Price business. Our Code contains 31 separate Standards of Conduct as well as the following six separate Statements of Policy:

 

  1.

Statement of Policy on Gifts and Business Entertainment

 

  2.

Statement of Policy on Material, Inside (Non-Public) Information

 

  3.

Statement of Policy on Securities Transactions

 

  4.

Statement of Policy on Systems Security and Related Issues

 

  5.

Statement of Policy on Compliance with Antitrust Laws

 

  6.

Statement of Policy on Privacy

A copy of this Code will be retained by the Legal Department for five years from the date it is last in effect. While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face. The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties. Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

Each new employee will be provided with the current Code and must acknowledge their understanding of the Code. All employees have access to the current Code on the intranet. Each employee will be required to provide Price Group with an acknowledgement of their understanding of the current Code on at least an annual basis. All acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the “Advisers Act”).

Please read the Code carefully and observe and adhere to its guidance.

 

1-1

Persons and Entities Subject to the Code. Unless otherwise determined by the Chairperson of the Ethics Committee, the following entities and individuals are subject to the Code:

 

  •  

Price Group

 

  •  

The subsidiaries and affiliates of Price Group

 

  •  

The officers, directors and employees of Price Group and its affiliates and subsidiaries

Unless the context otherwise requires, the terms “T. Rowe Price”, “Price Group” and “Group” refer to Price Group and all its affiliates and subsidiaries.

In addition, the following persons are subject to the Code:

 

1.

Any contingent worker (independent or agency-provided contract worker) whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and

 

2.

Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information (via systems access or otherwise) and situations that would create conflicts on matters covered in the Code.

The independent directors of Price Group, T. Rowe Price Mutual Funds (“Price Funds”), and the T. Rowe Price Exchange-Traded Funds (“Price ETFs”) are subject to the principles of the Code generally and to specific provisions of the Code as noted. “Price ETFs” includes the T. Rowe Price semi-transparent actively-managed ETFs (“STA ETFs”) that operate pursuant to SEC exemptive relief dated December 2019 (the “STA ETF Exemptive Relief”) unless expressly noted otherwise.

Definition of Supervised Persons. Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Adviser’s supervision and control are “Supervised Persons”.

Status as a Fiduciary. Several of Price Group’s subsidiaries are investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”). These include T. Rowe Price Associates, Inc. (“TRPA”), T. Rowe Price Investment Management, Inc. (“TRPIM”), T. Rowe Price International Ltd (“TRPIL”), T. Rowe Price Advisory Services, Inc. (“TRPAS”), T. Rowe Price (Canada), Inc. (“TRP Canada”), T. Rowe Price Singapore Private Ltd. (“TRPSING”), T. Rowe Price Japan, Inc. (“TRPJ”), T. Rowe Price Australia Limited (“TRPAU”), and T. Rowe Price Hong Kong Limited (“TRPHK”).

TRPIL is also authorized and regulated by the UK Financial Conduct Authority (“FCA”). TRPIL is also subject to regulation by the Dubai Financial Services Authority (in respect of its DFIC Representative Office).

TRPHK is also authorized and regulated by the Securities and Futures Commission (“SFC”) of Hong Kong.

 

1-2

TRPSING is also authorized and regulated by the Monetary Authority of Singapore (“MAS”).

TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec), and the Alberta Securities Commission.

TRPJ is licensed by the Japan Financial Services Authority (“FSA”).

TRPAU also holds an Australian Financial Services License issued by the Australian Securities & Investments Commission (“ASIC”).

All advisers affiliated with Price Group will be referred to collectively as the “Price Advisers” unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients’ investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

Adviser Act Requirements for Supervised Persons. The Advisers Act requires investment advisers to adopt Codes that:

 

  •  

Establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;

 

  •  

Require Supervised Persons to comply with all applicable laws;

 

  •  

Require Supervised Persons to report violations of the Code promptly to the adviser’s Chief Compliance Officer; and

 

  •  

Require the adviser to provide each Supervised Person with a copy of the Code and any amendments and requiring Supervised Persons to provide the adviser with an acknowledgement of receipt of the Code and any amendments.

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

NASDAQ Requirements. Nasdaq Stock Market, Inc. (“NASDAQ”) rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this NASDAQ requirement. A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Price Group’s Board of Directors and reported as required by the pertinent NASDAQ rule.

Additional Regulatory Requirements Beyond the Code. The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. (“Investment Services”) is regulated by the Financial Industry Regulatory Authority (“FINRA”) and, as such, is required to maintain written

 

1-3

supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPIL, TRP Canada, and other TRP entities are subject to several non-U.S. regulatory authorities.

Sarbanes-Oxley Codes. The principal Executive and Senior Financial Officers of Price Group, Price Funds, and the Price ETFs are also subject to codes (collectively the “S-O Codes”) adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). These S-O Codes, which are available along with this Code on the firm’s intranet site, are supplementary to this Code, but administered separately from it and each other.

Compliance Procedures for Funds and Federal Advisers. Under rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the fund’s advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

Compliance with the Code. Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be subject to disciplinary action, up to and including termination, for refusing to cooperate with an internal or external investigation. An employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code.

Questions regarding the Code should be referred to Code_of_Ethics@TRowePrice.com

 

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STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

Allocation of Brokerage Policy. The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part 2A of Form ADV of each of the Price Advisers. The Form ADV is each Price Adviser’s registration statement filed with the SEC. It is imperative that all employees, especially those who are in a position to make recommendations regarding brokerage allocation or who are authorized to select brokers that will execute securities transactions on behalf of our clients, read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers’ allocation policies for client brokerage should be addressed to the respective Equity Best Execution or Fixed Income Best Execution Committee.

Annual Compliance Certification. Annually each person subject to the Code is required to complete an Annual Compliance Certification (“ACC”) regarding his or her compliance with various provisions of the Code. Associates must notify Code Compliance (via the Code of Ethics mailbox) should any responses to these questions change during the subsequent calendar year. Each Access Person (defined on page 5-3), except the independent directors of the Price Funds and Price ETFs, must file an Initial Holdings Report as well as complete the ACC which will include a reporting and certification of securities accounts and holdings.

Anti-Bribery Laws and Prohibitions Against Illegal Payments. State, U.S., and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment. The U.S. Foreign Corrupt Practices Act (“FCPA”) makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage. The term “government official” is broadly defined to include any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality thereof, or for or on behalf of any such public international organization, and any political party, party official or candidate for public office.

Additionally, the UK Bribery Act 2010 (“Bribery Act”) contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties. Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.

Under these Anti-bribery laws, actions constituting a bribe or illegal payment are interpreted broadly and could include excessive, repeated or lavish entertainment and/or gifts. Associates must adhere to the guidelines of gift and business entertainment policy and procedures and, if required by the applicable procedure, indicate in the reporting process whether a recipient of a gift or business entertainment is a government official.

If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department. Also, an anonymous Hotline (888-651- 6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.

 

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Antitrust. The U.S. antitrust laws are designed to ensure fair competition and preserve the free enterprise system. Other jurisdictions have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees’ understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws (page 7-1).

Anti-Money Laundering. T. Rowe Price has a legal and fiduciary duty to help guard against accounts under management from being used for fraudulent activities, money laundering, or the financing of terrorist activities. T. Rowe Price will not knowingly engage in any activity that facilitates money laundering or the funding of terrorist or criminal activities. The firm has developed procedures to help detect and prevent such activity from occurring and will comply with all laws and regulations to which T. Rowe Price is subject including those rules and regulations requiring the reporting of suspicious activity. It is each associate’s responsibility to protect the firm from exploitation by money launderers. Refer to the Global Financial Crimes Prevention web-based training in myLearning for more information on money laundering and the relevant laws and regulations.

Appropriate Conduct. Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office, and at company-sponsored events. Inappropriate behavior reflects poorly on the associate and may impact T. Rowe Price. Managers should be especially mindful that they should set the standard for appropriate behavior.

Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before making or requesting charitable contributions to or from a client, prospect, vendor, or other business contact. Under certain Anti-bribery laws, regulators may consider charitable contributions to be improper payments, even when the person who has requested that the contribution be made receives no direct monetary benefit. Accordingly, when making charitable contributions in response to requests from business contacts, associates must be mindful of how Anti-bribery laws could be implicated. In no case should charitable contributions be made on a quid pro quo basis.

Supervision of Charitable Contribution Requests. Managers and Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contact and our requests to clients, vendors, and other business contacts for charitable contributions comply with these guidelines as well as respective departmental policies. Charitable contributions should be considered as separate and distinct from marketing and advertising expenditures. If you have any questions about a proposed charitable contribution, you should contact the Chairperson of the Ethics Committee, or their designee, before proceeding.

Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions. On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation. In those instances where the T. Rowe Price Foundation does not make the contribution, the decision about the charitable contribution is made by the T. Rowe Price entity, subject to the following conditions:

 

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The amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;

 

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There is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;

 

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If the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Control’s Specially Designated Nationals List;

 

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The contribution should be made payable directly to the charity; and

 

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Associates of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.

In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval.

Some broker-dealer’s sponsor days, often referred to as “miracle” days, where they pledge that proceeds received on that day will be donated to a specific charity. Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker-dealer in support of such an event at either a client’s or the broker-dealer’s request. The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a “miracle” day or similar time and thus benefit a charity.

Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions. On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution. If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics or FINRA issues arise. For example, a plan fiduciary might mention that her husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research. The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.

However, personal charitable contributions made in the name of and for the benefit of a business contact should be treated as “gifts” to the business contact. For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon. For business contacts related to T. Rowe Price fund business or other broker-dealer related business, contributions of the latter type are subject to FINRA’s $100 limit. For other business activities not regulated by FINRA, contributions in excess of $100 must be prior approved by the Chairperson of the Ethics Committee, or their designee.

Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions. Employees should be sensitive to a possible perception of undue influence

 

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before requesting a client, vendor, business contact or an employee of such an entity to make a charitable contribution. In no case should such a request be made on a quid pro quo basis. If you have any questions about requesting a charitable contribution you should contact the Chairperson of the Ethics Committee, or their designee, before proceeding.

NASDAQ Listing Rules. Under the NASDAQ listing rules, specific restrictions may apply to contributions to a charitable organization for which an independent director of T. Rowe Price Group, Inc. serves as an officer. Specifically, contributions to such organizations during a fiscal year may not exceed the higher of five percent of the organizations revenues or $200,000. Contributions in excess of these thresholds may invalidate a director’s “independent” classification.

Conflicts of Interest. All employees must avoid placing themselves in a “compromising position” where their interests may be in conflict with those of Price Group or its clients. In addition, employees are legally required to perform their job duties in the best interests of the firm; referred to as a duty of loyalty. This means that employees cannot enrich themselves at the expense of T. Rowe Price, actively compete with the firm, divert business to a competitor, and must always seek to protect the assets of the T. Rowe Price.

Relationships with Profitmaking Enterprises. Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

General Prohibitions. Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firm’s client accounts. In addition, an employee may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker-dealer, investment adviser or insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer (“CCO”) of the broker- dealer. An employee also may not become independently registered as an investment adviser.

Approval Process. Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employee’s supervisor. If the employee is a registered representative of T. Rowe Price Investment Services, he or she must provide the Legal Registration Group with prior written notice. Any reported outside business activity of a registered representative is reviewed by Investment Services’ CCO, or designee, in order to determine if disclosure to FINRA is required.

Review by Ethics Committee. If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interest of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise,

 

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employment by another firm in the securities industry, or self-employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final.

Approved Service as Director or Similar Position. Certain employees may serve as directors or as members of creditor committees or in similar positions for non- public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

Service with Nonprofitmaking Organizations. Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

Approval Process. The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.

By Supervisor. An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee, or member of the Board of Directors of any nonprofit organization.

By Ethics Committee Chairperson. If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker-dealer before accepting the position.

Although individuals serving as officers, Board members or trustees for nonprofitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations (e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee, or their designee, for guidance if such a situation arises.

Relationships with Financial Services Firms. In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker-dealers, investment advisers or other companies engaged in the mutual fund industry. All such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

 

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If any member of employee’s immediate family is employed by or has a partnership interest in a broker-dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Code Compliance Team.

An ownership interest of 0.5% or more in any entity, including a broker-dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Team.

Relationships with a Bank. In order to avoid any regulatory conflicts of interests associated with an outside business activity associated with a bank, employees are required to obtain prior written approval before engaging in any outside business activity with a bank.

Approval Process. Any outside business activity with a bank, such as a second job, must be approved in writing by the employee’s supervisor and by the Chairperson of the Ethics Committee, or their designee.

Existing Relationships with Potential Vendors. If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any ongoing personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee, or their designee, in writing before becoming involved in the selection process.

Investment in Client/Vendor Company Stock. In some instances, existing or prospective clients (e.g., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or Price ETF or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to T. Rowe Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:

 

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Employees are prohibited from providing any internal information (e.g., internal ratings or plans for future Price Fund, Price ETF, or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department, and

 

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Investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with T. Rowe Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non- Public) Information.

 

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Conflicts in Connection with Proxy Voting. If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund, Price ETF, or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm’s proxy voting policies.

Confidentiality. The exercise of confidentiality extends to all areas of our operations, including internal operating procedures and planning; current, prospective and former clients; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while associates and others are with the firm, but also after a person leaves the firm. Following are examples of the type of confidential information with which associates may come into contact:

 

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Internal operating procedures and planning, including methods of operation and portfolio management, corporate financial information, and future initiatives the firm is considering.

 

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Client information, including the identity of current, prospective, or former clients of any type (e.g., mutual fund shareholder, separate account client, etc.), agents of clients, and related data concerning clients (e.g., government-issued numbers, account numbers, addresses, investments, etc.).

 

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Confidential information of third parties with whom we deal, such as the business operations of a vendor we use.

 

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Investment research, including what securities we are considering for purchase or sale on behalf of our commingled investment vehicles or clients.

 

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Information about our associates and contractors, such as name, government-issued numbers, health conditions, and financial or performance information.

 

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Portfolio holdings for a commingled investment vehicle or separate account. (See “T. Rowe Price Mutual Funds and Exchange-Traded Funds Information Release Policy”)

In addition to laws that can apply to the collection and use of such information, Price Group also may be subject to contractual commitments. It is important to remember that your role is to use confidential information of others, such as information of clients or other associates, only as needed to perform your job; to handle such information in a secure manner; to not use or share such data for your own or other non-business purposes; and to promptly report any potential issues about the security, availability, or integrity of such information to the Help Desk. You are prohibited from using or bringing physical or electronic business records of other businesses or employers to T. Rowe Price.

Expense Payments and Reimbursements. As a general rule, T. Rowe Price will not pay or reimburse expenses, such as travel, accommodation and meals, to a business contact and will not accept payment or reimbursement from a business contact for those types of expenses. Exceptions may only be granted with approval of the employee’s supervisor and Division Head and the Chairperson of the Ethics Committee. Business units may adopt policies and procedures that permit T. Rowe Price to pay or reimburse expenses incurred by business contacts for attendance at certain T. Rowe Price sponsored events. Such policies and procedures must contain provisions

 

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that describe the circumstances in which such payments are allowed and the controls and conditions that will apply. Additionally, the policies and procedures must be approved by the Division Head and the Chairperson of the Ethics Committee. This general rule does not apply to “business entertainment” which is covered in the Statement of Policy on Gifts and Business Entertainment.

Financial Reporting. Price Group’s records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made, and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. Price ETFs, as publicly traded companies, must comply with these requirements related to complaints. The Price Funds voluntarily comply with these requirements. As such, the Audit Committee of the Price ETFs and Price Funds has adopted policies and procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints for ETFs and Price Funds. Refer to Responsibility to Report Violations on page 2-14.

Gifts and Business Entertainment. The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in the Code in the Statement of Policy on Gifts and Business Entertainment (page 3-1).

Human Resources. Associates should refer to the appropriate Associate Handbook for more information on the policies referenced in this section as well as other Human Resources policies.

Equal Opportunity. Price Group is committed to the principles of equal employment opportunity (“EEO”) and the maximum optimization of our associates’ abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, physical and mental disability, marital status, sexual orientation, gender identity or expression, citizenship status, military and veteran status, pregnancy, or any other classification protected by federal, state or local laws.

This commitment to EEO covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits. All associates of T. Rowe Price are expected to comply with the spirit and intent of our EEO Policy. If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group associates and customers and restrict the firm’s ability to carry out its mission. Associates must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

 

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Policy Against Harassment and Discrimination. Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity. Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination including harassment.

Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy discrimination, or any other classification protected by country, federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips. If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

Health and Safety in the Workplace. Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them perform their jobs effectively.

Use of Employee Likenesses and Information. Price Group is permitted to use employees’ names, biographical information, images, job descriptions, and other relevant business data for purposes of complying with legal requirements and/or as part of its legitimate interests in managing its business, including any T. Rowe Price sponsored community or charitable event. Price Group will seek an employee’s explicit consent for a proposed use of the employee’s likeness or other information when required to do so under applicable law.

Employment of Former Government and Self-Regulatory Organization Employees. U.S. laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the U.S. or internationally, guidance must be obtained from the Legal Department.

Inside Information. The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., UK, and other international, state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information.

 

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Investment Clubs. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or their designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control (defined on page 5-4) through investment clubs are subject to the firm’s Statement of Policy on Securities Transactions. Approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions. Non-Access Persons (defined on page 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

Marketing and Sales Activities. All written and oral sales and marketing materials and presentations must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards (“GIPS”), FCA, and other applicable international requirements. All such materials (whether for the Price Funds, Price ETFs, other commingled investment vehicles, non- Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department’s Global Communications Compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

Outside Business Activities. Please refer to Conflicts of Interest (page 2-4).

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations. As a condition of employment, each new employee is required to provide information regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained to respond to questions asked on governmental, regulatory, and self-regulatory registration forms and for insurance and bonding purposes.

Each employee is responsible for keeping responses pertaining to past and current civil (including arbitrations) and criminal actions and certain regulatory matters updated (notify Code Compliance). An employee should notify Human Resources and either the Legal Department or the International Compliance Team promptly if he or she:

 

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Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a U.S. (federal, state, or local), foreign or military court,

 

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Becomes the subject of a Regulatory Action, which includes any action initiated by a securities regulator (e.g. Securities and Exchange Commission (U.S.), Financial Conduct Authority (UK), Securities and Futures Commission of Hong Kong, etc.), or

 

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Receives an inquiry from any regulator or governmental authority.

Political Activities and Contributions. Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the “Pay-To-Play” rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executive or employees, to state and

 

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local government officials in the U.S. may be perceived to improperly influence the award of government investment business. Generally, the rule prohibits an investment adviser from providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The rule affects T. Rowe Price and its employees because government entities use the firm’s advisory services and also invest in T. Rowe Price mutual funds.

The firm has adopted a “Statement of Policy Regarding Political Contributions” (“Political Contributions Policy” or “Policy”) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price employees globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political party, Political Action Committee (“PAC”), political organization, or bond ballot campaign in the U.S. Note that employees must separately ensure that they are eligible by applicable law to make the contribution at issue; for example, U.S. law generally permits only U.S. citizens and “green card” holders to contribute to federal, state, and local elections. Employees are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC, political organization, or bond ballot campaign in the U.S. Additionally, employees are prohibited from doing anything indirectly that, if done directly, would violate this Policy. Any questions about the Political Contributions Policy should be directed to the “Political Contribution Requests” mailbox.

In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis. Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the U.S. Municipal Securities Rulemaking Board (“MSRB”). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.

U.S. law prohibits corporate contributions to campaign elections for federal office (e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.

No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees. Additionally, the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

T. Rowe Price does not have a PAC. However, T. Rowe Price has granted permission to the Investment Company Institute’s PAC (“ICI PAC”), which serves the interests of the Investment

 

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company industry, to solicit T. Rowe Price’s senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.

As noted above, the SEC rule prohibits most solicitation activities. To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Price’s policies regarding solicitation. These include the following:

 

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It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.

 

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It must be clear that any contribution is entirely voluntary.

 

  •  

T. Rowe Price’s stationery and email system may not be used.

An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.

Lobbying. It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state’s lobbying laws. For example, in Maryland, if $2,500 of a person’s compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state’s officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

Professional Designations. It is the supervisor’s responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use, is a valid designation issued by a reputable credentialing organization. In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation; it is relevant to his or her job and is authorized to use it. It is the responsibility of the associate to comply with the professional standards and reporting obligations of the organization that administers and authorizes the use of the professional designation. Any questions should be directed to the Legal Department.

Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Group’s assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary research or marketing information, corporate trademarks and service marks, copyrights, client relationships, and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm’s interests.

 

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Quality of Services. It is a continuing policy of Price Group to provide investment products and services that meet applicable laws, regulations and industry standards, are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected, and are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.

The quality of Price Group’s investment products and services and operations affects our reputation, productivity, profitability, and market position. Price Group’s goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

Record Retention and Destruction. Under various U.S., UK, other international, state, and other governmental laws and regulations, certain of Price Group’s subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. Different requirements can apply depending on the type of records, for example client-related records as opposed to HR-related records or general business records. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team.

You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

Generally, there can be legal prohibitions from destroying any existing records that may be relevant to any current, pending or threatened litigation, or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports, or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

All personnel are responsible for adhering to the firm’s record maintenance, retention, and destruction policies.

Referral Fees. U.S. securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to T. Rowe Price (e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). The FCA also prohibits the offering of any inducement likely to conflict with the duties of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

 

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Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group’s corporate affairs, mutual funds, Price ETFs, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Corporate Communications/Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund’s investment strategy or market outlook may use their own discretion but are advised to check with the appropriate Corporate Communications/Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Please refer to the Global Media Engagement Guidelines located on the Exchange for additional information.

Responsibility to Report Violations. The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

General Obligation. If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser (“Chief Compliance Officer”) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. Officers and employees may also contact any governmental and/or regulatory authority (e.g. SEC and FINRA in the U.S., FCA in the UK, SFC in Hong Kong, etc.).

Global Whistleblower Procedures. Price Group has adopted procedures for associates to report potential or actual violations of laws and regulations in each of the jurisdictions in which it operates. The procedures outline steps associates can take to report matters internally to the Legal & Compliance Department, or on an anonymous basis through the Whistleblower Hotline, or externally to a regulatory authority. The procedures are located in the firm’s policy and procedures repository.

It is Price Group’s policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.

Sarbanes-Oxley Whistleblower Procedures for Price Group. Pursuant to the Sarbanes- Oxley Act, the Audit Committee of Price Group has adopted procedures (“Procedures”) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to the General Counsel, T. Rowe Price Group, Inc., The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll- free hotline at 888-651-6223.

 

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Sarbanes-Oxley Whistleblower Procedures for Price ETFs and Price Funds. Pursuant to NYSE Arca Rule and the Sarbanes-Oxley Act, the Audit Committee of Price ETFs and Price Funds has adopted procedures regarding the receipt, retention and treatment of complaints received by Price ETFs and Price Funds regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price ETFs or Price Funds of concerns regarding questionable accounting or auditing matters. See “Policy on Complaints Related to ETFs and Mutual Fund Accounting Matters”. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Compliance Officer of the Price Funds and Price ETFs. The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds or Price ETFs are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firm’s policies and procedures repository.

Circulation of Rumors. Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security. You must promptly report to the Legal Department any circumstance which would reasonably lead you to believe that such a rumor might have been originated or circulated.

Service as Trustee, Executor or Personal Representative. You may serve as the trustee, co- trustee, executor or personal representative (collectively; “position of trust”) for the estate of or a trust created by close family members. You may also serve in a position of trust for estates or trusts created by non-family members subject to approval by the Chairperson of the Ethics Committee, or their designee. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, the associate must first be granted permission by the Chairperson of the Ethics Committee, or their designee. If you serve in any of these capacities, securities transactions affected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all associates) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. If you presently serve in any of these capacities for non-family members, you should report the relationship in writing to the Chairperson of the Ethics Committee, or their designee.

Speaking Engagements and Publications. Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm as it enhances our public relations. You should obtain approval from your supervisor and Division Head before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and Division Head, provided the course is in compliance with the Guidelines found in T. Rowe Price Investment Services’ Compliance Manual. Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and Division Head.

 

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Social Media. As T. Rowe Price associates, anything we say or do in our personal communications, including on social media, can reflect on T. Rowe Price’s brand and reputation. We should be aware of this when making personal posts and remember that nothing we say in the social media space is totally private and, in fact, may be available indefinitely.

While T. Rowe Price does not discourage associates from using social media to maintain personal connections, it is important to understand what is acceptable and prohibited when using social media. The T. Rowe Price Policy for Associate Use of Social Media, available on the Exchange, sets forth the permissible use of social media, whether for personal or business use, by T. Rowe Price associates. Examples of permissible and impermissible actions include:

 

  •  

Do not discuss work or specific projects or products on any social network account;

 

  •  

Do not post any information about T. Rowe Price products, services, competitors, business contacts, or other associates without prior authorization and training;

 

  •  

Do not respond to questions or comments about T, Rowe Price products or services without prior authorization and training;

 

  •  

Do not comment on any individual posts;

 

  •  

Associates can share any T. Rowe Price job vacancy listed on the T. Rowe Price Careers site or LinkedIn Jobs page on the network of their choice;

 

  •  

Associates can “like” or “follow” T. Rowe Price social media pages; and

 

  •  

Associates can only “like” and share individuals posts that have been identified as approved for associate interaction.

The policy applies whether or not associates are on company premises and whether or not associates are using a T. Rowe Price system, T. Rowe Price-issued device, or personal device. The policy is designed to provide associates with clear direction when using social media to ensure the firm’s compliance with applicable regulations when engaging in social media channels, and to protect our associates, our clients, and the company.

Systems Security. Computer systems and programs play a central role in Price Group’s operations. To establish appropriate systems security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy on Systems Security and Related Issues (page 6-1).

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

GIFTS AND BUSINESS ENTERTAINMENT

T. Rowe Price adopted this policy to govern the receipt and giving of gifts and business entertainment by all employees of T. Rowe Price globally (“Associates”). The giving and receiving of gifts and business entertainment must be carefully considered by Associates to avoid even the appearance of conflicts of interest.

Associates are encouraged to ask for guidance about how to apply this policy in advance of giving or receiving a gift or business entertainment. Questions can be directed to your manager or to the Legal Department.

The Code and laws in numerous jurisdictions regulate gifts and entertainment to ensure that such practices do not constitute the direct or indirect provision or receipt of bribes, kickbacks, quid pro quos, or other corrupt practices. Please refer to the “Foreign Corrupt Practices Act and Other Illegal Payments” section of the Code and the firm’s “Compliance Policy and Program Statement Relating to Anti-Bribery Laws and Prohibitions Against Illegal Payments.”

Specific controls are applicable to ERISA plans and certain other regulatory regimes – see “Jurisdictions and Specific Requirements” section.

Gifts

The term “gift” has a broad meaning, including merchandise, gratuities and the use of property or facilities for weekends, vacations, and trips, including transportation and lodging costs, but does not include items of nominal value (defined later in this policy).

General rules for all Associates:

 

  •  

You may not give gifts in excess of US$100 (aggregate annual limit per business contact). You may not receive gifts in excess of US$100 (aggregate annual limit per organization). Please note that gifts given to a business contact’s family member (e.g., spouse or children) will count towards the US$100 annual gift limit for that business contact.

 

  •  

You may not accept gifts from broker-dealers.

 

  •  

You may not give gifts to or receive gifts from a vendor, client, prospect, or a lead manager of a consultant who has active negotiations or Requests for Proposals (“RFPs”) for services or products.

 

  •  

Any gift, given or received, must be reported.

 

  •  

Gifts may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

 

  •  

Gifts of cash or cash equivalents may not be given or received.

 

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Items of Nominal Value

Other than as noted in the Jurisdictions and Specific Requirements section of this policy, the term “gift” as described in this policy does not include an item of nominal value. Items with a value of US$50 or less are regarded as nominal items. For example, items such as pens, notepads, modest desk ornaments, or items that display the giving firm’s logo, which are typically given out at conferences or elsewhere, would generally fall within this exclusion. If an item is to be given in connection with the broker-dealer’s business, its value must not exceed US$50 and the item must have the TRP corporate logo permanently affixed to be exempt from the definition of “gift.”

Personal Gift Exclusion

A personal gift given or received in recognition of a “life event” such as a baby or wedding gift, does not fall within this policy provided the gift is not “in relation to the business of the employer of the recipient.” There should be a pre-existing personal or family relationship between the giver and the recipient. The giver, not the firm, should pay for the gift. In addition, if an Associate is giving a gift in recognition of a life event, the giver must obtain prior approval from his/her supervisor, Business Unit Head if different, and the Chairperson of the Ethics Committee, or their designee. If these conditions are met, the recordkeeping requirements and the US$100 limit do not apply.

Gifts Received by Attendees at an Event

Any gift or gifts received by Associates at an event (e.g., industry conference, vendor user conference, investor relations event, etc.), other than nominal gifts (see above), must be reported and the total value cannot exceed the US$100 gift limit. If an event provides a gift or gifts with a value greater than US$100, Associates may decline to accept the gift, donate it to charity or, with the approval of the Chairperson of the Ethics Committee, or their designee, present the gift to the Associate’s Business Unit for a random draw of an identified group of associates of an appropriate size.

Group Gifts

When a group gift valued at up to US$100 (e.g., chocolate assortment) is sent by a T. Rowe Price Associate, the gift report must identify the name of at least one business contact at the receiving organization. If an Associate or a T. Rowe Price department receives a gift that is valued in excess of the US$100 limit, it can be shared amongst Associates provided no single Associate’s share of the gift exceeds the US$100 limit. Alternatively, with the approval of the Chairperson of the Ethics Committee, or their designee, the gift can be awarded to the winner of a random draw of an identified group of associates of an appropriate size or donate it to charity.

Recurring Gifts

Tickets or other gifts (including nominal value items) may not be given nor accepted from a business contact or firm on a standing, recurring, or ongoing basis. Supervisors are responsible for monitoring how frequently their Associates receive and give gifts to/from specific business contacts to avoid potential conflicts of interest.

Calculation of Value

Gifts should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of a gift is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

 

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Business Entertainment

Entertainment must serve a legitimate and appropriate business purpose (“Business Entertainment”). Generally, business entertainment includes meals and sporting events with business contacts (e.g., clients or vendors). Associates should be mindful that business entertainment should generally not be solicited and only accepted after an invitation from your host. Both the Associate and the business contact must be in attendance for an event to be classified as business entertainment. Business entertainment should not be so frequent or so lavish with the same business contact or client, that when viewed in its entirety, it could be viewed as a potential conflict of interest. See “Jurisdictions and Specific Requirements” for additional restrictions on Business Entertainment.

Reporting and Prior Clearance

 

1.

Business entertainment valued above US$100 per person must be reported.

 

2.

Business entertainment that exceeds US$250 per person requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

 

3.

Broker-dealer provision: All meal business entertainment received from broker-dealers above US$100 per person requires prior approval by the Associate’s Manager and must be reported. All non-meal business entertainment received from broker-dealers, regardless of value, requires prior approval by the Associate’s Manager and must be reported. T. Rowe Price (or in some cases, the Associate) will pay or reimburse the broker-dealer for such reported business entertainment.

 

4.

Business entertainment that includes a guest (e.g., spouse or child) requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit). Keep in mind that the Associate may need to pay for the cost of the guest.

 

5.

Business entertainment that does not occur in the normal course of business or is an event of national prominence requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

 

6.

Business entertainment may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

Each Business Unit will implement procedures to assess and consider relevant factors when determining if approval should be granted in the circumstances requiring prior approval. For example, factors may include the purpose of the meeting, the nature of the event being conducive to conversation, the exclusivity of the event, the frequency of interaction with the business contact and whether T. Rowe Price or the Associate should be bearing some portion or all of the associated cost.

 

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Post-Event Approval

In certain situations, an Associate may not be able to ascertain the cost of an event until after its conclusion, such as business dinners. In the event the business entertainment was expected to be within these reporting thresholds (e.g., less than US$250 per person) but unexpectedly exceeds them, the Associate must promptly report such entertainment to his/her Manager for further discussion. In these limited circumstances and after review by the Associate’s Manager, “post- event” approval by a Region/Segment Head or Business Unit Head (as determined by the Business Unit) will be considered to be in compliance with this policy.

Transportation and Lodging

Generally, the cost of transportation and lodging expenses associated with business entertainment should be borne by the party using the transportation or lodging. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

Active RFPs/Business Transactions

Associates may not entertain key decision makers of a vendor, prospect or current client (or their lead manager consultant) with an active RFP or where material negotiations of specific business or transactions are taking place. Key decision makers are those individuals who have significant influence on the decision related to the RFP or transaction which would include an ERISA plan fiduciary representative. However, meals closely associated with substantive business meetings (i.e., plan reviews, due diligence visits, investment reviews, educational sessions) are permitted.

Large-Scale Events

The cost-per-individual at an event (e.g., industry conference, vendor user conference, investor relations event) is not counted towards US$250 prior approval threshold provided that the conference has a reasonable relationship to the duties of the attending Associate(s) and the expenses for attendance are reasonable in light of the benefits afforded to the firm by such attendance. Associates should keep in mind that if there are separate excursions or other entertainment connected with the large-scale event (e.g., golf outings, boating trips, etc.) then the reporting and prior clearance requirements will apply to these separate events.

Calculation of Value

Business entertainment should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of an event is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

Jurisdictions and Specific Requirements

In addition to the general gift and entertainment rules in this policy, certain jurisdictions or regulators may impose restrictions that are more stringent than the general provisions of this policy. Associates that work in a jurisdiction outside of their primary office jurisdiction are subject to the rules of the jurisdiction with the higher standards. The following sets forth a summary of those restrictions.

 

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TRPIL and Its European Subsidiaries Associates: UK FCA Inducements Rules and Guidance

The FCA Conduct of Business rules requires that gifts and entertainment provided or received must not impair our ability to act in the best interests of our clients. Guidance issued by the FCA notes that business entertainment in the form of sporting events or other social events may not be considered as capable of enhancing the quality of service to clients as they may either not be conducive to business discussions or the discussions could better take place without these activities. The following additional policy requirements apply to T. Rowe Price International Ltd (“TRPIL”) and its European subsidiaries:

Business Entertainment: All non-meal business entertainment provided or received, regardless of value, and regardless of whether it is provided by a broker-dealer or to or from other third-party business contacts, requires prior approval by the associate’s manager and must be reported. T. Rowe Price (or in some cases, the associate) will pay or reimburse the donor for such reported business entertainment.

In determining approval, the associates’ manager must consider whether the non-meal entertainment is capable of enhancing the quality of service to the client. Spectating at a sporting event or attending a concert or the theatre will not generally be considered to enhance the quality of service to the client and cannot generally therefore be accepted from or given to a third party. Participatory events such as a round of golf may be acceptable upon demonstration by the associate that the event is both conducive to business discussions and ultimately benefits our client. The approval must be clearly documented.

While the reimbursement to the business contact (by T. Rowe Price or the associate) removes the key inducement, there is possibly an intrinsic value in the invitation to an event in that it may not be available to the general public due to its popularity, the associate must be able to clearly demonstrate that the full market value is reimbursed to the business contact in order for their manager to approve.

U.S. - ERISA Covered Plans: US$250 Annual Limit

In accordance with guidance from the U.S. Department of Labor, the annual limit in this policy on gifts and business entertainment provided to an ERISA plan fiduciary representative (including plan advisers serving in a fiduciary capacity) is US$250. All gifts and business entertainment provided to a fiduciary business contact count towards this US$250 annual limit and must be prior approved by the Associate’s Manager or Region/Segment Head (as determined by the Business Unit) to help ensure the annual limit is not exceeded, except as provided below. Note that all gifts and business entertainment provided to a fiduciary business contact are subject to this policy’s reporting and prior clearance rules, even if not counted towards the US$250 annual limit.

 

1.

Meals provided by Associates to fiduciary business contacts at educational conferences, including T. Rowe Price hosted conferences; do not count towards the US$250 annual limit.

 

2.

Meals and entertainment provided at educational conferences hosted by T. Rowe Price do not count towards the US$250 annual unit. Note that fiduciary business contacts may be subject to rules pertaining to their acceptance of meals and entertainment at such events. Consult with the Compliance Manager/SME within your business unit to determine your business unit guidelines for reminding recipients of these rules.

 

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3.

Meals provided to fiduciary business contacts and closely associated with substantive business meetings (e.g., plan reviews, due diligence visits, investment reviews, educational sessions) do not count towards the US$250 annual limit.

 

4.

Expenses for ordinary ground transportation such as taxi ride or courtesy shuttle that are closely associated with a substantive business meeting or an educational conference do not count towards the US$250 annual limit. Transportation expenses associated with relationship- building and other forms of entertainment would count towards the US$250 annual limit.

 

5.

Items of nominal value given to fiduciary business contacts are not subject to this policy’s reporting requirements and do not count towards the US$250 annual limit. Generally, items that are less than US$10 are deemed to have nominal value. For the avoidance of doubt, any item that has a value greater than US$10, including items with a corporate logo permanently affixed, count towards the US$250 annual limit and must be reported.

 

6.

Meals and entertainment provided by a Business Unit Head to a fiduciary business contact for purposes of obtaining market intelligence (and not to support sales activity) do not count towards the US$250 annual limit.

Note that all gifts, business entertainment, and meals given to or attended by guests of the fiduciary business contact(s) (including in the context of an educational conference) count towards the US$250 annual limit for the fiduciary and are subject to this policy’s reporting and prior clearance rules.

Providing services or support (including some types of marketing support) to an ERISA plan fiduciary may be considered a gift. Consult with the Compliance Manager/SME within your business unit for assistance in evaluating whether such services or support would be subject to this policy.

Country and U.S. State Specific Requirements

Countries and U.S. states may adopt rules that govern the provision of gifts and business entertainment. Such rules may impose strict dollar limits or prohibitions on providing gifts and business entertainment which may be more restrictive than this policy. Additionally, these rules may impose increased reporting requirements on Associates. The Legal Department will work with business units to inform them of these jurisdictions’ specific rules.

Reporting

It is ultimately the Associate’s responsibility to properly report gifts and business entertainment, whether given or received, in accordance with each business unit’s reporting procedures. All gifts must be reported within ten business days. All business entertainment must be reported promptly.

All gifts and business entertainment reports will be available for review by Legal & Compliance, including International Compliance, in conjunction with their responsibility to oversee our firm- wide compliance.

The U.S. Department of Labor has established strict gift and entertainment reporting rules relative to ERISA clients. All gifts and business entertainment of US$10 or more accepted from, provided to, or in relation to ERISA clients should be reported under the Associate’s business unit’s procedures.

 

3-6

Chair of the Ethics Committee

Special circumstances may arise that would require the review of the Chair of the Ethics Committee and may result in exceptions being granted to part or all of this policy.

 

3-7

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel (e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the U.S., the UK, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds, Price ETFs, and other clients.

Purpose of Statement of Policy. As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information. The purpose of this Statement of Policy (“Statement”) is to describe and explain: (i) the general legal prohibitions and sanctions regarding insider trading under U.S. and global regulations and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm’s educational program regarding insider trading. Additionally, the U.S. Insider Trading and Securities Fraud Enforcement Act (“Act”) requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.

Many jurisdictions, including Hong Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information. While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally. There is, however, no substitute for knowledge of local laws and regulations. Employees are expected to understand the relevant local requirements where they work and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal & Compliance Department or the TRP International Compliance Team.

The Basic Insider Trading Prohibition. The “insider trading” doctrine under U.S. securities laws generally prohibits any person (including investment advisers) from:

 

  •  

Trading in a security while in possession of material, non-public information regarding the issuer of the security;

 

  •  

Tipping such information to others;

 

  •  

Recommending the purchase or sale of securities while in possession of such information;

 

  •  

Assisting someone who is engaged in any of the above activities.

Thus, “insider trading” is not limited to insiders of the issuer whose securities are being traded. It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A “security” includes not just equity securities, but any security (e.g., corporate and municipal debt securities, including securities issued by the federal government).

 

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“Need to Know” Policy. All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

Transactions Involving Price Group Stock. You are reminded that you are an “insider” with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable. You are prohibited from trading Price Group stock (TROW) if you are privy to material, non-public information.

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

 

  •  

Injunctions;

 

  •  

Treble damages;

 

  •  

Disgorgement of profits;

 

  •  

Criminal fines;

 

  •  

Jail sentences;

 

  •  

Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and

 

  •  

Civil penalties for the controlling entity (e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.

In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved. The provisions of U.S. and UK law discussed below, and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal & Compliance Department or the TRP International Compliance Team, as appropriate.

U.S LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

Introduction. “Insider trading” is a top enforcement priority of the U.S. Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Insider Trading and Securities Fraud Enforcement Act:

Written Procedures. Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

 

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Penalties. Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel, and other “controlling persons” who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other “controlled persons.” Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.

Private Right of Action. Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

Bounty Payments. Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC but may not exceed 10 – 30% of the penalty imposed.

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and Fair Disclosure, which are discussed later in this Statement.

Basic Concepts of Insider Trading. The four critical concepts under U.S. law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public and (4) use/possession. Each concept is discussed below.

Fiduciary Duty/Misappropriation. In two decisions, the U.S. Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

The concept of who constitutes an “insider” is broad. It includes officers, directors, and employees of an issuer. In addition, a person can be a “temporary insider” if he or she enters into a confidential relationship in the conduct of an issuer’s affairs and, as a result, is given access to information solely for the issuer’s purpose. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information confidential.

A typical breach of duty arises when an insider purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation’s shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit; that would be enough to find a fiduciary breach.

Court decisions have held that under a “misappropriation” theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

 

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SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the “misappropriation” theory of insider trading. It states that a “duty of trust or confidence” exists in the following circumstances, among others:

 

  (1)

Whenever a person agrees to maintain information in confidence;

 

  (2)

Whenever the person communicating the material, nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

 

  (3)

Whenever a person receives or obtains material, non-public information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.

Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is “material.” The information need not be so important that it would have changed an investor’s decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

Resolving Close Cases. The U.S. Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

Effect on Market Price. Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

Future Events. The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

Illustrations. The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8- K with the SEC; establishment of a program to make purchases of the issuer’s own shares; a tender offer for another issuer’s securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

 

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Illustrations for the STA ETFs. The STA ETF Exemptive Relief provides that, because (unlike traditional ETFs) the STA ETFs do not disclose portfolio holdings daily, the selective disclosure of material nonpublic information, including information other than portfolio information, would be more likely to provide an unfair advantage to the recipient than in other ETFs. Non-public information that could be material to the STA ETFs includes, but is not limited to, current holdings information, investment decisions, and any potential arbitrage deficiencies that could necessitate Board-directed corrective action. This is not an exhaustive list.

Non-Public vs. Public Information. Any information that is not “public” is deemed to be “non- public.” Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their company to: (1) the national business and financial newswire services (e.g. Bloomberg, Thomson Reuters, etc.); (2) the national service (Associated Press); and (3) The New York Times and The Wall Street Journal.

Local Disclosure. An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded but might not be sufficient for an issuer that has a national market.

Information in SEC Reports. Information contained in reports filed with the SEC will be deemed to be public.

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public (i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to allow the information to be fully disseminated. Price Group may also follow Information Barrier procedures, as described on page 4-9 of this Statement.

Concept of Use/Possession. It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while in possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the “possession” standard, as opposed to the “caused” standard, the following three examples are provided:

First, if the investment committee to a Price mutual fund were to obtain material, non- public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

 

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Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

The SEC has expressed its view about the concept of trading “on the basis of” material, non-public information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is “on the basis” material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale.

A person’s purchase or sale is not “on the basis of” material, non-public information if he or she demonstrates that:

 

  (A)

Before becoming aware of the information, the person had:

 

  (1)

Entered into a binding contract to purchase or sell the security;

 

  (2)

Instructed another person to purchase or sell the security for the instructing person’s account, or

 

  (3)

Adopted a written plan for trading securities.

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

Under Rule 10b5-1, a person other than a natural person (e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not “on the basis of” material, non-public information if it demonstrates that:

 

  •  

The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

 

  •  

The person had implemented reasonable policies and procedures, taking into consideration the nature of the person’s business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material, non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material, non-public information, or those that prevent such individuals from becoming aware of such information.

Tender Offers. Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

 

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Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, non-public information to certain persons who would be expected to trade on it. The rule applies only to publicly traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

Under this rule, whenever:

 

  •  

An issuer, or person acting on its behalf,

 

  •  

Discloses material, non-public information,

 

  •  

To securities professionals, institutional investors, broker-dealers, and holders of the issuer’s securities,

 

  •  

The issuer must make public disclosure of that same information,

 

  •  

Simultaneously (for intentional disclosures), or

 

  •  

Promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)

Regulation FD does not apply to all of the issuer’s employees; rather only communication by an issuer’s senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the rule’s coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and “temporary insiders,” such as the issuer’s lawyers, investment bankers, or accountants.

Selective Disclosure of Material, Non-Public Information Related to the STA ETFs.

While Regulation Fair Disclosure (“Regulation FD”) does not directly apply to registered open- end funds, it is applicable to the STA ETFs pursuant to the STA ETF Exemptive Relief. The STA ETF Exemptive Relief requires each STA ETF and each person acting on behalf of an STA ETF to comply with and agree to be subject to the requirements of Regulation FD as if it applied to them. In order to align with these requirements, the STA ETFs will comply with the Policy and Procedure for Release of Material Non-Pubic Information Related to the Semi-Transparent ETFs, as well as the T. Rowe Price Mutual Funds and Exchange-Traded Funds Portfolio Information Release Policy with respect to the frequency and timing of dissemination of information to the T. Rowe Price website. If T. Rowe Price employees acting on behalf of the STA ETFs selectively disclose MNPI related to a STA ETF to an external party (other than a service provider subject to confidentiality agreement as described below), the STA ETF must comply with Regulation FD by promptly issuing a press release or otherwise publicly releasing the information just disclosed on a selective basis through a “recognized channel of distribution”.

Expert Network Services. Expert networks may be used by approved investment staff to supplement the investment process. Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies. Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions. A strict approval process is in place for utilizing a new expert network service. Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.

 

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Information Regarding Price Group.

The illustrations of material information found on page 4-4 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have not intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend was prosecuted, your status as an informant or “tipper” would directly involve you in the case. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to Price Group you should contact the Legal & Compliance Department.

Information Regarding T. Rowe Price Funds, Price ETFs, and Subadvised Funds.

Employees who possess material, non-public information pertaining to a Price Fund, Price ETF, or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the fund’s NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the fund’s NAV, such as a large subscription by an institutional shareholder or a change in the fund’s portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non- public information pertaining to a Price Fund, Price ETF, or subadvised fund you should contact the Legal & Compliance Department.

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE U.S.

The jurisdictions outside the U.S. that regulate some T. Rowe Price entities have laws in this area that are based on principles similar to those of the U.S. described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you have any concerns about local requirements, please contact the TRP International Compliance Team or the Legal & Compliance Department.

PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate Legal & Compliance Department person or group and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary. The individual may not disclose the information or trade in the security until a determination is made by Legal & Compliance. U.S.-based personnel should contact the Legal & Compliance Department and international personnel should contact the International Compliance Team.

 

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Specifically, you may not:

 

  •  

Trade in securities to which the material, non-public information relates;

 

  •  

Disclose the information to others;

 

  •  

Recommend purchases or sales of the securities to which the information relates.

If it is determined that the information is material and non-public, the issuer will be placed on either:

 

  •  

A Restricted List (“Restricted List”) in order to prohibit trading in the security by both clients and Access Persons; or&

 

  •  

A Watch List (“Watch List”), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier.

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal & Compliance Department and Code Compliance who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if an individual on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact Code Compliance. Code Compliance will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal & Compliance Department.

Price Group will maintain two separate Restricted Lists (effective July 1, 2022), one for TRPIM and one for all other T. Rowe Price advisers . There is an information barrier between TRPIM and all other advisers, so in certain instances, the lists may differ based on the information received by each respective adviser. All Access Person personal trading will be subject to the Restricted Lists of all T. Rowe Price advisers. The Restricted Lists are also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted Lists should not disclose its contents to anyone within Price Group who does not have a legitimate business need to know this information, including to Restricted Investment Personnel of the other T. Rowe Price Adviser.

Code Compliance will remove the issuer from the Watch List or relevant Restricted List when the information is no longer material or non-public.

Specific Procedures Relating to the Safeguarding of Inside Information.

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted Lists, it is important that you take the following steps to safeguard the confidentiality of material, non- public information:

 

  •  

Do not discuss confidential information in public places such as elevators, hallways or social gatherings;

 

4-9

  •  

To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

 

  •  

Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

 

  •  

Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

 

  •  

Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use;

 

  •  

Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines should be reviewed before taking any action; and

 

  •  

Comply with the Price ETFs Information Barrier policy to safeguard non-public information.

ADDITIONAL PROCEDURES

Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

To ensure that all appropriate personnel are properly informed of and understand Price Group’s policy with respect to insider trading, the following program has been adopted.

Initial Review and Training for New Personnel. All new persons subject to the Code, which includes this Statement, will be given the Code at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.

Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.

Annual Review. All persons subject to the Code receive training on the Code annually.

Acknowledgement of Compliance. All persons subject to the Code will be asked to acknowledge their understanding of an adherence to the Code, including this Statement, on at least an annual basis.

Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal e Department, or the TRP International Compliance Team as appropriate.

 

4-10

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various UK and other jurisdictions’ laws and regulations, Price Group, the mutual funds (“Price Funds”), and the exchange-traded funds (“Price ETFs”) which its affiliates manage, have adopted this Statement of Policy on Securities Transactions (“Statement”).

Price Advisers’ Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement of Policy. The Statement was developed to help guide Price Group’s employees and independent directors and the independent directors of the Price Funds and Price ETFs in the conduct of their personal investments and to:

 

  •  

Eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as inconsistent with our role as a fiduciary;

 

  •  

Avoid situations where it might appear that Price Group, Price Funds, or the Price ETFs or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

 

  •  

Prevent, as well as detect, the misuse of material, non-public information.

Price Group’s, Price Funds’, and the Price ETFs’ reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds and Price ETFs.

QUESTIONS ABOUT THE STATEMENT. Questions regarding the policy can be directed to Code Compliance (Code_of_Ethics@TRowePrice.com).

 

5-1

EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “Policy”), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

FRONT RUNNING. Front Running is inconsistent with our responsibility to serve the interests of clients. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices affected by client transactions.

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person’s or Non- Access Person’s spouse, minor children, and certain other relatives, as further described on page 5-4 of this Statement. All Access Persons except the independent directors of the Price Funds and Price ETFs are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements and are subject to modified reporting as described on page 5-19. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

 

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Employee Partnerships. Partnerships such as Pratt Street Ventures.

Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and its affiliates.

Certain Contingent Workers. These workers include:

 

  •  

All contingent workers whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group’s employees (versus project work that stands apart from ongoing work); and

 

  •  

Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

Exceptions must be approved by Code Compliance (Code_of_Ethics@TRowePrice.com)

Independent Directors of Price Group, Price Funds, and the Price ETFs. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds and Price ETFs include those directors of the Price Funds and Price ETFs who are not deemed to be “interested persons” of Price Group.

Although subject to the general principles of this Statement, including the definition of “beneficial ownership,” independent directors are subject only to modified reporting requirements (pages 5-20 to 5-22). The trades of the independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS. Certain persons and entities are classified as “Access Persons” under the Code. The term “Access Persons” means:

 

  •  

The Price Advisers;

 

  •  

Any officer or director of any of the Price Advisers or the Price Funds, including the Price ETFs (except the independent directors of the Price Funds and Price ETFs);

 

  •  

Any person associated with any of the Price Advisers, Price Funds, or the Price ETFs who, in connection with his or her regular functions or duties, makes, participates in, obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund, Price ETF, or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds and Price ETFs, or whose functions relate to the making of any recommendations with respect to the purchases or sales.

All Access Persons are notified of their status under the Code.

 

5-3

Investment Personnel. An Access Person is further identified as “Investment Personnel” if, in connection with his or her regular functions or duties, he or she “makes or participates in making, or is closely associated with personnel who make recommendations regarding the purchase or sale of securities” by a Price Fund, Price ETF, or other advisory client.

The term “Investment Personnel” includes, but is not limited to:

 

  •  

Those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);

 

  •  

Research and credit analysts;

 

  •  

Traders who assist in the investment process; and

 

  •  

Support staff who assist in the investment process.

All Investment Personnel are deemed Access Persons under the Code.

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “Non-Access Persons.” If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person.

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First, you are a “beneficial owner” of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another person’s account) of an unrelated person’s or entity’s brokerage account, or are directing another person’s or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

Definition of Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Being the beneficiary of an account, such as a 401(k) or securities account, does not necessarily mean a person is a “beneficial owner” unless one of the following conditions exists.

A person has beneficial ownership in:

 

  •  

Securities held by members of the person’s immediate family (e.g. spouse, child, etc.) sharing the same household, although the presumption of beneficial ownership may be rebutted;

 

  •  

A person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

 

  •  

A person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

 

5-4

  •  

A general partner’s proportionate interest in the portfolio securities held by either a general or limited partnership;

 

  •  

Certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

 

  •  

A person’s right to dividends that are separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then the associated securities accounts become subject to the account reporting requirements outlined on page 5-16.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse or family member (residing with you) has an independent trading program in which you have no input or control. Similarly, if your spouse or family member has investment control over, but not beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either Code Compliance (Code_of_Ethics@TRowePrice.com) or the TRP International Compliance Team. Any such request for clarification or interpretations should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Team or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running.

TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the U.S. securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

Independent Directors of Price Funds or Price ETFs. The independent directors of the Price Funds or Price ETFs are prohibited from owning the stock or other securities of Price Group.

 

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Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day of filing the firm’s earnings release with the SEC. You will be notified quarterly in regards to the controlling (blackout) dates.

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction involving shares of Price Group stock owned beneficially, including any Price Group stock owned in the Employee Stock Purchase Plan (“ESPP”). Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from individual or joint brokerage accounts does not have to receive prior clearance. Prior clearance is required to transfer shares to another person, entity, or trust account.

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be submitted to the myTRPcompliance system.

Gifts. The giving of or receipt of Price Group stock (TROW) must be prior cleared. This includes donation transactions into donor-advised funds such as T. Rowe Price Charitable, as well as any other charitable gifting.

Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. Refer to page 5-26 for a full description of the 60-Day Rule.

Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock. Purchases of Price

 

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Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. To avoid issues with the 60-day rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

 

Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership).

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Team or by the financial institution (e.g. broker-dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for three business days from and including the date the clearance is granted (taking into consideration the time zone), unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

Reporting of Disposition of Proposed Transaction. If the transaction request was executed, the Payroll & Stock Transaction Team will receive an electronic or paper confirmation of the transaction and your records will be updated accordingly.

Insider Reporting and Liability. Under current SEC rules, certain officers, directors and 10% stockholders of a publicly traded company (“Insiders”) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

 

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  •  

Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

 

  •  

Form 4. Any change in the Insider’s ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.

 

  •  

Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

Liability for Short-Swing Profits. Under the U.S. securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS - ACCESS PERSONS.

Access Persons must obtain prior transaction clearance (approval) before directly or indirectly initiating the purchase or sale of a security in an account in which the Access Person is a beneficial owner (page 5-4). This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Following are exceptions to the prior transaction clearance requirement:

 

  •  

The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs; and

 

  •  

Any Price Adviser is not required to receive prior transaction clearance when T. Rowe Price seed money is deployed to establish a client/product strategy.

Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is affected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker-dealer or other entity. Please note that the prior clearance

procedures do not check compliance with the 60-Day Rule (page 5-266); you are responsible for ensuring your compliance with this rule.

 

5-8

TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds (page 5-11).

Undertakings for Collective Investments in Transferrable Securities (UCITS). The purchase or redemption of shares in an open-ended European investment fund established in accordance with the UCITS Directive provided that a Price Adviser does not serve as an adviser to the fund.

Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. However, the initial automatic investment does require prior clearance. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction”) must be reported by both Access Persons and non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

Donor-Advised Funds. Transactions within donor-advised funds, such as T. Rowe Price Charitable, do not require prior clearance or reporting. However, a gift of Price Group stock into a donor-advised fund is required to be prior cleared and reported.

U.S Government Obligations. Purchases or sales of direct obligations of the U.S Government.

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality, short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must be reported.

 

5-9

Cryptocurrency. Transactions in cryptocurrency, such as Bitcoin, Ethereum, etc., do not require prior clearance or reporting. However, transactions in any publicly traded cryptocurrency tracker instrument would require prior clearance and reporting. Participation in Initial Coin Offerings (ICOs) is prohibited.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

Non-T. Rowe Price Exchange-Traded Funds (“ETFs”). Transactions in non-T. Rowe Price ETFs, including non-T. Rowe Price ETFs authorized as UCITS, do not require prior clearance but must be reported. Access Persons are prohibited to transact in inverse/short and narrow ETFs. Short sale transactions in long and narrow ETFs is also prohibited. Access Persons are responsible for their compliance to these two prohibitions. Contact the Code Compliance Team regarding any uncertainty in contemplated ETF transactions. Narrow ETFs include, but are not limited to, those focused on specific industries (e.g. energy, healthcare, financial services, etc.), commodities, currencies, and specific geographical markets (e.g. countries or regions).

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case the ETF protocols apply.

National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account, therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

Pro Rata Distributions. Purchases effected by the exercise of rights issued pro-rata to all holders of a class of securities or the sale of rights so received.

Tender Offers. Purchases and sales of securities pursuant to a mandatory (e.g., the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.

Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person’s spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

 

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Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse. Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.

Inheritances. The acquisition of securities through inheritance.

Gifts. The giving of or receipt of a security as a gift. However, a gift of or receipt of Price Group stock must be prior cleared.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

Partial Shares Sold. Partial shares held in an account that are sold when the account is transferred to another broker-dealer or to new owner or partial shares sold automatically by the broker-dealer.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable TRP-Advised Funds (“Reportable Funds”) Not Held On A T. Rowe Price Platform. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds and UCITS, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, non-Price ETFs, SICAVs, OEICs, ITMs, AUTs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through subadvised relationships, including any fund holdings offered through retirement plans (e.g., 401(k) plans) other than the T. Rowe Price U.S. Retirement Plan, or as an investment option offered as part of a variable annuity. Legal & Compliance maintains a listing of subadvised Reportable Funds on the TRP Exchange.

Access Persons must inform the Code Compliance Team about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on the T. Rowe Price platform, or in the T. Rowe Price U.S. Retirement Plan, or the T. Rowe Price UK Retirement Schema, the Access Person need not report these transactions directly. In

instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on page 5-18.

 

5-11

Interests in Section 529 College Savings Plans not held on the T. Rowe Price Platform. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan for which any Price Adviser serves as an adviser or sub-adviser to the plan. Access Persons must inform the Code Compliance Team about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly (page 5-18). In instances where ownership interests in 529 College Savings Plans that are advised or sub-advised by a Price Adviser are held through an intermediary, transactions must be reported as described on page 5-18.

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. Generally, Access Persons are required to obtain prior clearance for all buy and sell transactions in individual stocks, bonds, closed-end funds, private investments, and derivatives (e.g. options, swaps, futures, etc.) of these securities, as well as T. Rowe Price ETFs that you are considered to be the beneficial owner. If the transaction or security is not subject to prior transaction clearance, as outlined in this policy, you should assume that it is subject to the prior clearance requirement unless specifically informed otherwise by the Code Compliance Team or the TRP International Compliance Team.

Among the transactions for which Access Persons must receive prior transaction clearance are:

 

  •  

Non-systematic transactions in a security that is not exempt from prior transaction clearance;

 

  •  

Close-end fund transactions, including U.K, Canadian, and other non-U.S. investment trusts.

 

  •  

Price ETFs (See the chart in the “TRANSACTIONS IN PRICE ETFs.”

 

5-12

TRANSACTIONS IN PRICE ETFs. Guidelines specific to the Price ETFs are as follows:

 

     Access Person    Non-Access Persons    Independent Directors
Must Pre-clear Trades in Price ETFs    YES    NO    NO
Must Post-report Trades in Price ETFs    YES    YES    YES
Subject to 60-day Rule    YES    NO    NO
Subject to Ad hoc Trading Restrictions    YES    NO    YES
Ability to Buy/Sell Price ETFs in the Primary Market    NO    NO    NO
Ability to Sell Short the Price ETFs    NO    NO    NO
Ability to Transact in Options of the Price ETFs    NO    NO    NO

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds and Price ETFs), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described in this policy or determined by the Chairperson of the Ethics Committee, or their designee, Access Persons must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Team before proceeding.

 

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Procedures for Obtaining Prior Transaction Clearance for Initial Public Offerings (“IPOs”):

Non-Investment Personnel. Access Persons who are not Investment Personnel (“Non- Investment Personnel”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or their designee. An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

In considering such a request for prior transaction clearance, the Chairperson or their designee will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code. The Chairperson or his or her designee will also consider whether:

 

  1.

The purchase is made through the Non-Investment Personnel’s regular broker;

 

  2.

The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel’s account; and

 

  3.

The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm’s clients have had the opportunity to purchase in the secondary market once the underwriting is completed – commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

Procedures for Obtaining Prior Transaction Clearance for Private Placements:

Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or their designee. This prior clearance provision includes situations involving investment transactions made in small businesses typically sourced through family or friends as well as any other referral source.

A private placement is generally defined as an offering that is exempt from registration by a regulatory authority and sold through a private offering. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement and be regarded as a professional or accredited investor.

 

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Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or their designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm’s clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm’s investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee, or their designee, and to the chairperson of the appropriate investment steering committee.

Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures for Obtaining Prior Transaction Clearance for All Other Securities Transactions:

Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm’s intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance Team. If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance Employee Trading mailbox. All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover, as well as the intended account in which to transact. Responses to all requests will be made by myTRPcompliance or the Code Compliance Team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three business days from and including the date the clearance is

 

5-15

granted (taking into consideration the time zone), regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., certain transactions through transfer agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Team after prior clearance has been granted, but before entering the order with the executing agent.

Reminder. If you are an Access Person and become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION. Prior transaction clearance will usually not be granted if:

Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

Purchases and Sales within Seven Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to An Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure, as opposed to enhanced, index funds are not considered for this purpose. If all clients have eliminated their holdings in a particular security, the seven-calendar day restriction is not applicable to an Access Person’s transactions in that security.

Company Rating Changes. A change in the rating of a company has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

STA ETF Trading Restrictions. In general, Access Persons and Independent Directors will be restricted/prohibited from transacting in any STA ETF upon notification that it surpasses one of the Corrective Action Thresholds triggering the requirement for an ad hoc ETF Board meeting to evaluate the possible need for corrective measures. Additional situations or events could trigger ad hoc trading restrictions for Access Persons and/or Independent Directors.

 

5-16

Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or their designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or their designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or their designee may consider in making this determination include:

 

  •  

The size of the proposed transaction;

 

  •  

The nature of the proposed transaction (i.e., buy or sell) and of any recent, current or pending client transactions;

 

  •  

The trading volume of the security that is the subject of the proposed Access Person transaction;

 

  •  

The existence of any current or pending order in the security for any client of a Price Adviser;

 

  •  

The reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and

 

  •  

The number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of the Price Funds and Price ETFs) and Non- Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see discussion of beneficial ownership and control concepts on page 5-4) to the following address:

T. Rowe Price

Legal & Compliance Department Mailcode: OM-2455

P.O. Box 17218

Baltimore, Maryland 21297-1218

T. Rowe Price has established relationships and electronic data feeds with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such confirmations, contract notes, and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.

The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements described at pages 5-20 to 5-22.

If transaction or statement information is provided in a language other than English, the employee should provide an English translation.

 

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NOTIFICATION OF SECURITIES ACCOUNTS. All persons and all entities subject to this Statement must report their securities accounts upon joining the firm as well as obtain prior approval for all new accounts opened while employed by T. Rowe Price. New T. Rowe Price brokerage accounts do not require prior approval but must be reported. Prior approval is obtained through myTRPcompliance and an instruction for obtaining such approval is located on the Compliance & Ethics page on the Exchange

The independent directors of Price Group, Price Funds, and the Price ETFs are not subject to this requirement.

New Personnel Subject to the Code. A person subject to the Code must report in myTRPcompliance, all existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

Associates do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund; that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

Officers, Directors and Registered Representatives of TRP Investment Services.

FINRA requires each associated person of T. Rowe Price Investment Services to:

 

  •  

Obtain prior approval for a new securities account; and

 

  •  

If the securities account is with a broker-dealer, provide the broker-dealer with written notice of his or her association with TRP Investment Services.

Annual Statement by Access Persons. Every January each Access Person, except an Access Person who is an independent director of the Price Funds or Price ETFs, must file with the firm a list of their accounts as of year-end.

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group and the Price Funds or Price ETFs, who are subject to modified reporting requirements:

Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Team must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred.

What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

 

  •  

The date of the transaction

 

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  •  

The title of the security

 

  •  

The ticker symbol or CUSIP number, as applicable

 

  •  

The interest rate and maturity date, as applicable

 

  •  

The number of shares, as applicable

 

  •  

The principal amount of each reportable security involved, as applicable

 

  •  

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

 

  •  

The price of the security at which the transaction was affected

 

  •  

The name of the broker, dealer or bank with or through which the transaction was affected

When Reports are Due. You must report a securities transaction within ten business days after the trade date or within ten business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests HELD on the T. Rowe Price Platform or HELD by the TRP UK Retirement Schema. You are required to inform Code Compliance about Reportable Funds and/or T. Rowe Price-advised Section 529 College Savings Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform or held by the TRP UK Retirement Schema. Once you have done this, you do not have to report any transactions in those securities. Your transactions and holdings will be updated and reported automatically to Code Compliance on a periodic basis. You should report your new account via myTRPcompliance (located on the Exchange) when you first establish an account in a Reportable Fund or invest in a T. Rowe Price-advised Section 529 College Savings Plan held on a T. Rowe Price Platform or held by the TRP UK Retirement Plan.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests NOT HELD on the T. Rowe Price Platform. You must notify Code Compliance of any Reportable Fund or T. Rowe Price-advised Section 529 College Savings Plan interests that you beneficially own or control that are held at any intermediary. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services acts as the administrator or record-keeper of that plan. Any transaction in a Reportable Fund or in interests in a T. Rowe Price-advised Section 529 College Savings Plan must be reported by duplicate transaction confirmations and statements sent directly by the intermediary to the Code Compliance Team or by the Access Person directly using the “Securities Transactions” form (located in myTRPcompliance) within 30 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call. This is required even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.

 

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Reminder. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, the transactions in these securities become subject to the transaction reporting requirements.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS AND PRICE ETFs.

Transactions in Publicly Traded Securities. An independent director of the Price Funds and Price ETFs must report transactions in publicly traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal & Compliance Department to request approval to exempt any such accounts from this reporting requirement.

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange (i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as an independent director of the Price Funds or Price ETFs, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund, Price ETF, or Price advisory client.

Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Team.

Quarterly Reports. If a Price Fund or Price ETF independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Team no later than thirty days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions.

Duplicate Confirmation Reporting. An independent director of the Price Funds or Price ETFs may also instruct his or her broker to send duplicate transaction confirmations directly to the Code Compliance Team.

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

 

  •  

Exercise of Stock Options of a Corporate Employer;

 

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  •  

Inheritance of a Security;

 

  •  

Gift of a Security; and

 

  •  

Transactions in Certain Commodity Futures Contracts (e.g., financial indices).

An independent director of the Price Funds or Price ETFs must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds or Price ETFs. An independent director of the Price Funds or Price ETFs shall report to the Code Compliance Team any officership, directorship, general partnership, or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds or Price ETFs.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment partnerships, Pools or Funds). If an independent director of the Price Funds or Price ETFs owns more than 1⁄2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds or Price ETFs owns more than 1⁄2 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group. An independent director of the Price Funds or Price ETFs is prohibited from owning the common stock or other securities of Price Group.

Investments in Non-Listed Securities Firms. An independent director of the Price Funds or Price ETFs may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund or Price ETF Boards.

Dealing with Clients. Aside from market transactions effected through securities exchanges, an independent director of the Price Funds or Price ETFs may not knowingly transact with a Price Fund or Price ETF. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund or purchase or sale of any shares of a Price ETF that is a client of any Price Advisers.

 

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Prior Transaction Clearance Requirements. The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP OR ITS SUBSIDIARIES.

Reporting of Personal Securities Transactions. An independent director is not required to report his or her personal securities transactions, including Price ETFs, (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers’ investment research, recommendations, or transactions. However, each independent director is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records (e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director shall report to the Code Compliance Team any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group or any of its subsidiaries.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director owns more than 1⁄2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director owns more than 1⁄2 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Team unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Non-Listed Securities Firms. An independent director should be mindful of potential conflicts of interest associated with transactions and/or ownership of a broker-dealer, underwriter or federally registered investment adviser that is not publicly traded. Directors should consult with the T. Rowe Price Chief Legal Counsel regarding such matters.

 

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MISCELLANEOUS RULESREGARDING PERSONALSECURITIESTRANSACTIONS. These rules vary in their applicability depending upon whether you are an Access Person.

The following rules apply to all Access Persons, except the independent directors of the Price Funds or Price ETFs, and to all Non-Access Persons:

Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs. These restrictions vary depending upon the person’s status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non- Access Person’s individual trades are reported.

Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person’s trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Limit Orders. While limit orders are permitted, Access Persons must be careful using “good until cancelled” orders keeping in mind that prior clearance is valid for three business days. Use of “day” limit orders are encouraged.

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

 

  •  

Is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

 

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  •  

Involves securities positions that are disproportionate to your net assets.

At the discretion of the Chairperson of the Ethics Committee, or their designee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account or accounts in a month.

The following rules apply only to Access Persons other than the independent directors of the Price Funds or Price ETFs:

Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “Large Issuer/Volume List”), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar-day period in securities of:

 

  •  

Issuers with market capitalizations of $7.5 billion or more, or

 

  •  

U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading days in the U.S.

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction. These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, the individual may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

Small Cap Issuer Transactions. Although subject to prior transaction clearance, transactions involving securities of certain small cap issuers may not be approved if there was a ratings change or ratings initiation in the previous 14 calendar days. Small cap issuers are defined as issuers with a market capitalization of $2.0 billion or less.

Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the “Options and Futures” discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than

$50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

Client Limit Orders. Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

 

  •  

The Access Person’s trade will be entered as a market order; and

 

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  •  

The client’s limit order is 10% or more away from the market price at the time the Access Person requests prior transaction clearance.

General Information on Options and Futures. If a transaction in the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, including options on future contracts, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations). Similarly, all “over the counter” derivatives transactions (i.e., swaps traded pursuant to an ISDA agreement) must be reported even if the transaction in the underlying instrument would not have to be reported. Transactions in publicly traded options on Price Group stock are not permitted. Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

 

Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see “Closing or Exercising Options Positions”).

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers’ clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers’ clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the U. S. Commodity Futures Trading Commission.

 

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Closing or Exercising Option Positions. If you are the holder of an option and you intend to close (sell) the option or exercise the option, prior transaction clearance is required. However, if you have written (sold) an option and the option is exercised against you, without any action on your part, no prior transaction clearance is required. A client transaction in the underlying security or any restriction associated with the underlying security may prevent any option transaction from being closed or exercised, therefore Access Persons should be cautious when transacting in options.

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. Short sale transactions in long and narrow ETFs, as well as the Price ETFs are prohibited. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule.

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase (e.g., short sales, sell to open, and other similar transactions) of the same (or equivalent) securities within 60 calendar days. An “equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from Code Compliance prior to initiating the transaction. Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions. The disgorgement of profit does not take into consideration any tax lot accounting associated with the security. It is simply the calculated gain as a result of the buy and sale (or sale and purchase) within the 60-day period.

In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27. Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

The 60-Day Rule “clock” restarts each time the Access person trades in that security.

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60- day window and the closing transaction results in a gain. Multiple positions will not be

 

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netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal Compliance Employee Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

The 60-Day Rule does not apply to:

 

  •  

Any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

 

  •  

Any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions;

 

  •  

Any transaction in Price Group stock effected through the ESPP (note that the 60-Day rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

 

  •  

The exercise of “company-granted” Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

 

  •  

Any purchase of Price Group stock through an established dividend reinvestment plan.

Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this rule will be triggered by a proposed transaction, you should contact Code Compliance or International Compliance before requesting prior transaction clearance for the proposed trade. Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee, or their designee, that the 60-Day Rule should not apply to a specific transaction or transactions.

Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff employed by TRPJ may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact International Compliance.

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures.

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than 1⁄2 of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to Code Compliance (via the Code of Ethics mailbox), providing the name of the company and the total number of such company’s shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS. All associates subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities

 

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indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reported to Code Compliance even if these transactions are effected with a speculative investment objective.

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds or Price ETFs, is required by U.S. securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control (“Initial Holdings Report”) (see page 5-4 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report. SEC Rules require that each Initial Holding Report contain, at a minimum, the following information:

 

  •  

Securities title;

 

  •  

Securities type;

 

  •  

Exchange ticker number or CUSIP number, as applicable;

 

  •  

Number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership;

 

  •  

The name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

 

  •  

The date the Access Person submits the Initial Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds or Price ETFs, is also required to file an Annual Compliance Certification as of December 31 of each year. This report can be completed by using myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or their designee reviews all Annual Compliance Certifications.

SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group, Price Funds, and the Price ETFs. The Ethics Committee, the Code Compliance Team, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

 

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Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to forfeit any profit realized from any transaction that is in violation of this Statement to the T. Rowe Price Foundation or an approved international non-profit organization. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund or Price ETF with respect to whose securities such violations may have been involved.

Following are sanctions guidelines associated with violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two- year, look-back period in the administration of the sanctions guidelines.

First Violation

 

  •  

Associate and manager notification, and

 

  •  

Associate required to complete online remedial training course.

Second Violation

 

  •  

Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,

 

  •  

Associate required to complete online remedial training course,

 

  •  

Associate required to meet with applicable Chief Compliance Officer and Senior Compliance Manager, and

 

  •  

Associate fined according to officer or role guidelines.

 

Associate      VP TRP Group      Investment Personnel      Portfolio Manager,
Business Unit Leader,
MC Member		  
$ 250      $ 750      $ 750      $ 1,500  

Third Violation

 

  •  

Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,

 

  •  

Chief Executive Officer notified,

 

  •  

Associate required to complete online remedial training course,

 

  •  

Associate subject to three-month trading prohibition, and

 

  •  

Associate fined according to officer or role guidelines.

 

Associate      VP TRP Group      Investment Personnel      Portfolio Manager,
Business Unit Leader,
MC Member		  
$ 500      $ 2,000      $ 2,000      $ 5,000  

 

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Fourth Violation

 

  •  

Sanctions to be determined by Ethics Committee.

Violations by Independent Directors of Price Funds or Price ETFs. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund or Price ETF Board will impose such sanctions as it deems appropriate.

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SYSTEMS SECURITY AND RELATED ISSUES

Purpose of Statement of Policy (“Statement”). The central and critical role of computer systems in our firm’s operations underscores the importance of ensuring their confidentiality, availability, and integrity. Our data is an extremely valuable asset and should be protected by all system users. Data within the T. Rowe Price Group network should be considered proprietary and confidential and should be protected as such. This Statement should be read in conjunction with the Statement of Policy on Privacy (page 8-1).

Systems activities and information will be referred to collectively in this Statement as the “Systems”. The Systems include all hardware, software, operating systems, and wired and wireless network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, printers, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage. Information also includes any work products that are created while working at or on behalf of T. Rowe Price and are the exclusive property of T. Rowe Price unless otherwise stipulated.

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet; access to and use of commercial and specialized software programs and systems licensed or developed for the firm’s use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones and tablets. The use, access, or storage of data on non-T. Rowe Price equipment (including but not limited to personally owned or “home” equipment, hotel or business center-supplied devices, web and/or cloud services, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of systems, as appropriate.

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and information.

This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors, cloud services, service providers and contractors, with Price Group systems access.

The Statement has been designed to give associates guidelines to:

 

•  

Maintain and protect the integrity of customer, corporate, and employee confidential information;

 

•  

Prevent the unauthorized use of or access to our firm’s computer Systems;

 

•  

Prevent breaches and the introduction of malicious software; and

 

•  

Respond to incidents and alert management in accordance with defined practices.

Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved. Additionally, actions in violation of this Statement may constitute a crime under applicable laws.

 

6-1

By using the firm’s Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm and do not have any expectation of privacy in connection with the use of the Systems.

SECURITY PRINCIPLES. T. Rowe Price maintains a security organization, with supporting policies, to provide guidance and direction on appropriate security controls to all associates and users. Key principles for end users or associate behavior include:

 

  •  

Security Responsibility. Security is everyone’s responsibility at T. Rowe Price.

 

  •  

Suspicious Activity. Report all suspicious activity to the Help Desk immediately.

 

  •  

Authorized System Users. Access to systems is restricted to authorized users who need access in order to support their business activities. This includes systems that are External to the T. Rowe Price environment.

 

  •  

User-IDs and Passwords. Every user is assigned a unique User-ID. Each User-ID has a password that must be kept confidential by the users. Employee IDs and easily deducible information should not be used for passwords. Users will be held accountable for work performed with their User-IDs.

 

  •  

Secure Desk / Asset. Sensitive information must be secured and/or locked appropriately when unattended. This includes electronic and physical information.

 

  •  

Mobile Assets. All portable computer equipment (e.g., laptops, smart phones, flash drives) containing information that is sensitive must be encrypted and password protected where possible. In the event of loss or theft, contact the Help Desk immediately.

 

  •  

Incident Response. T. Rowe Price has the authority, at its own discretion, to disable any ID or activity as needed to respond to a security issue. Efforts will be made to contact presumed owners of these IDs as appropriate; however, IDs may be disabled as part of system or vulnerability management processes.

INTERNET ACCESS AND OTHER ONLINE SERVICES. Accessing the Internet and accessing T. Rowe Price systems from the Internet presents special security considerations due to the nature of the connection and the security concerns present in Internet services. When using Internet access or other online services, the following policies apply:

 

  •  

The use of firm Systems is intended for legitimate business purposes and individuals should limit personal use. You may not use the firm’s Systems in any way that might pose a business risk or data privacy risk or in a manner that violates laws.

 

  •  

Do not use firm’s Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price.

 

  •  

T. Rowe Price may block access to internet sites or emails without prior notice based on potential risk to the firm or for other business reasons.

 

  •  

You may not access or download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, streaming media, videos, music, games, or messaging and mail applications.

 

  •  

T. Rowe Price Systems may not be used to remotely control, maintain, or service unauthorized computers or systems. T. Rowe Price systems may not be connected to

 

6-2

 

non-T. Rowe Price networks, as this could lead to system attack/compromise and data loss. Wireless routers and/or hotspots may not be connected to the T. Rowe Price network.

 

  •  

No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal & Compliance Department. Internet domain names are assets of the firm and are purchased and maintained centrally. This also includes free account registrations such as those on social networking sites and web email.

 

  •  

Only approved Systems and solutions may be used to conduct T. Rowe Price business. The independent use of other technologies, including peer-to-peer file sharing networks or software, web file storage, removeable storage devices (e.g. USB and hard drives), and Instant Messaging, are prohibited as they may not meet regulatory requirements to transfer, monitor and archive electronic communications. No personal email accounts may ever be used to send or receive business or client related communications.

 

  •  

Associates are prohibited from attempting to circumvent security and monitoring tools used by T. Rowe Price.

 

  •  

Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device Policy or as authorized by management. Non-public customer information may not be stored on personal mobile devices. If personal devices are used to conduct business activities, personal devices and/or content could be requested as part of an investigation or subpoena.

 

  •  

The Technology and Recovery Centers are considered sensitive locations and their location should not be publicly disclosed. If asked for their location by clients or others, please direct the inquiry to your manager or the Help Desk for evaluation.

Guidelines for Installing Software. Only approved software is authorized to be installed on Price Group systems. Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk. T. Rowe Price has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group or may pose a security risk.

Downloading or Copying and Remote Printing. Downloading or copying software using T. Rowe Price Systems, including documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems. Downloading or uploading copyrighted materials may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm. Downloading or copying T. Rowe Price data or source code to an unapproved removable storage device is prohibited. Remotely printing T. Rowe Price data from any outside printer (e.g. hotel, home, etc.) is not permitted unless authorized.

PROTECTION FROM MALICOUS CODE. “Malicious code” is computer code that is designed to damage or access software or data on a computer system. T. Rowe Price manages a comprehensive malicious code prevention and control program to protect Systems and data. Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions or by failing to implement recommended precautions may lead to disciplinary actions. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited. Users must comply with the following security practices:

 

6-3

  •  

Contact the Help Desk. Immediately contact the Help Desk for anything that appears suspicious or is identified as malicious. The Help Desk will determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.

 

  •  

Be Careful when Opening Emails. Carefully review emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Report suspicious emails as soon as feasible.

 

  •  

Approved Devices. Only connect devices issued or approved by T. Rowe Price into Systems to reduce the risk of malware infections. This includes, but is not limited to, thumb drives, mobile devices such as smart phones or tablets, and gadgets/novelties powered by USB ports.

 

  •  

Maintain Security Settings. Users should not disable virus scanning features, password settings, or other security features for any reason. Failure to maintain updated scanning files is also prohibited.

 

  •  

Keep T. Rowe Price Mobile Assets Updated. Users who receive a Price Group technology asset must install updates as instructed by the Help Desk and/or connect the asset to the Price Group network on a regular basis to receive software, application, and operating system security updates.

 

  •  

Keep Personal Computer Assets Updated. Users must maintain anti-virus software, application, and operating system security updates on all non-T. Rowe Price or personally owned assets that are used to access the T. Rowe Price network. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.

 

  •  

Report Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network to the Help Desk.

CONFIDENTIALITY OF SYSTEM ACTIVITIES AND INFORMATION. System activities

and access on Price Group computers is subject to monitoring by firm personnel or others. All such information are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.

Certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers and Corporate Actions Department). These recordings are made for various purposes, such as for quality review, when required by law, recording of instructions, as well as for other business reasons. Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring.

Information, including electronic communications, entered into our firm’s computers but later deleted from the Systems may continue to be maintained for applicable periods on our firm’s back- up repositories or in records retained for regulatory or other purposes.

PARTICIPATION ON SOCIAL MEDIA SITES. Associates are directed to the Social Media Policy located on the Exchange to understand their responsibilities with respect to social media.

QUESTIONS REGARDING THIS STATEMENT. Please contact the Legal & Compliance Department if you have any questions regarding this Statement.

 

6-4

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

COMPLIANCE WITH ANTITRUST LAWS

Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws (“Statement”) to:

 

  •  

Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group’s business; and

 

  •  

Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

The Basic U.S. Anticompetitive Activity Prohibition. Section 1 of the U.S. Sherman Antitrust Act (the “Act”) prohibits agreements, understandings, or joint actions between companies that constitute a “restraint of trade”, i.e., that reduce or eliminate competition.

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as “a knowing wink,” as one case says, may be sufficient to establish an illegal agreement under the Act.

The agreed-upon action must be anticompetitive. Some actions are “per se” anticompetitive, while others are judged according to a “rule of reason.”

 

  •  

Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

 

  •  

Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers’ cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.

There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

Penalties for Violating the Sherman Act. A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorney’s fees. Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations. The maximum fine may be increased to twice the amount conspirators gained from the illegal acts or twice the money lost by the victims of the crime, if either of those amounts is over $100 million.

 

7-1

Situations in Which Antitrust Issues May Arise. To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds, other commingled vehicles, and investment and retirement services, must be made with the prohibitions of the Act in mind. In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.

Trade Association Meetings and Activities. A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

Permissible Activities:

 

  •  

Discussion of how to make the industry more competitive.

 

  •  

An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

 

  •  

Collective action to petition government entities.

Activities to Avoid:

 

  •  

Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

 

  •  

Discussion of specific customers, markets, or territories.

 

  •  

Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a “boycott”).

Investment-Related Discussions

Permissible Activities:

 

  •  

Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer’s stock, or negotiations among creditors of an insolvent or bankrupt company.

 

  •  

Competing investment managers are permitted to serve on creditors’ committees and engage in other similar activities in connection with bankruptcies and other judicial proceedings so long as they act independently of each other.

 

7-2

Activities to Avoid:

 

  •  

It is important to avoid anything that suggests involvement with any other firm in any threats to “boycott” or “blackball” new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

Example: After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders’ rights, several investment management complexes organized to protest the state’s action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms’ action led to an 18-month U.S. Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

 

  •  

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, notify the Legal Department, which will take whatever further steps are necessary.

Benchmarking. Benchmarking is the process of measuring and comparing an organization’s processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

 

  •  

Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

 

  •  

The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

 

  •  

All proposed benchmarking agreements must be reviewed by the Legal & Compliance Department before the firm agrees to participate in such a survey.

Discussions with Companies

It is acceptable for Price Group personnel to have individual discussions with executives of companies whether or not Price Group advisers have invested in those companies on behalf of investment advisory clients. However, caution should be exercised when having discussions with multiple companies that are in the same industry; particularly companies in concentrated industries. It could create legal issues if an individual or entity that speaks with competing companies passes confidential or sensitive business information between or among those companies. Such indirect exchanges of information could be evidence of collusion among the competing firms and the individual or entity passing the information could be the subject of litigation alleging industry collusion. For the same reason, you should avoid discussions with executives of companies that suggest a common industry

 

7-3

position on a competitive issue such as prices, supply, capacity, market entry, or product development, especially that you or Price Group is suggesting or endorsing such a common position. If you have questions about the acceptable scope of discussions with companies, contact the Legal & Compliance Department.

Antitrust Restrictions Related to Acquisitions, Mergers and Other Transactions

Basic Restrictions. The U.S. Clayton Act bars any corporate transaction that is likely to substantially lessen competition in a particular market. This law applies not just to mergers, but to any acquisition of stock or assets, regardless of whether it transfers ownership or control. Generally, acquisitions by Price Group and similar entities do not raise issues under the Clayton Act. However, acquisitions of shares in competing companies by active investors who may seek to alter the competitive behavior of the companies they hold can be subject to challenge under the Clayton Act.

Reporting Requirements. Acquisitions of any significant size may be reportable to government antitrust authorities. In general, acquisitions by Price Group advisers on behalf of investment advisory clients are exempt from such requirements so long as the acquisitions are made solely for investment purposes. However, if any Price Group entity or employee seeks to influence the regular business decisions of a company in which Price Group advisers have holdings, the exemption from reporting may not apply. Contact the Legal & Compliance Department if you have any questions.

International Requirements. The UK, European Union (“E.U.”), and several countries in the Asia-Pacific (“APAC”) region have requirements based on principles similar to those of U.S. law. In many cases, the laws of the E.U. are stricter than the laws of the U.S. If you have specific questions about UK, E.U., or APAC requirements, contact the Legal & Compliance Department.

Antitrust Laws Relating to Employment

The U.S. antitrust laws apply to competition among firms to hire employees. An agreement among competing employers to fix the terms of employment for potential hires or to limit employment of another’s employees can subject the firm or individual to civil or criminal enforcement action.

 

7-4

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

PRIVACY

Scope and Enforcement

This Policy applies to all T. Rowe Price associates, contractors and directors with respect to all operations carried out globally by T. Rowe Price which involve the processing of personal data.

It is the responsibility of every associate, contractor and director throughout T. Rowe Price to comply with this Policy. Understanding of this Policy is supported through mandatory training for associates and contractors. The principles behind the Policy also are reflected in T. Rowe Price’s Code of Ethics and Conduct, acknowledgement of which is required on an annual basis. Violations of this Policy may constitute grounds for disciplinary actions, up to and including, termination of employment or removal from your position.

T. Rowe Price senior management ultimately is responsible for promoting compliance to this Policy.

Definitions

Data Security Incident means an event that impacts the security (confidentiality, integrity, or availability) of personal data, institutional client data, and/or T. Rowe Price confidential data by:

 

  a.

Ending up in an unexpected place, either internal or external to T. Rowe Price,

 

  b.

Being accessible in a way that is broader than intended,

 

  c.

Being lost or stolen,

 

  d.

Being altered in an unexpected or unauthorized way, or

 

  e.

Being unavailable in an unexpected or unauthorized way.

Personal Data means any information relating to an individual that identifies the individual or could reasonably be used to identify the individual regardless of the medium involved (e.g., paper, electronic, video or audio) or how it was obtained (e.g., from an application form or through a cookie on a website that can identify an individual). Examples of personal data include contact details, identification numbers, financial data, passwords, IP addresses, pictures, online search history, and geolocation information. As required by applicable law, it also includes sensitive personal data, such as health or medical information, government-issued identification numbers, racial or ethnic origin, political opinions, religious or similar beliefs, trade union memberships, criminal offenses, sexual life information and genetic or biometric data.

The most common sources of personal data relates to clients and associates. While the privacy/data protection laws of countries typically do not extend to entities or non-personal data, we apply appropriate security safeguards to protect information related to clients and other confidential data as defined in this Code.

Processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

 

8-1

Privacy Principles

T. Rowe Price’s business operations shall be consistent with the following Privacy Principles. These principles are binding across our business.

 

  1.

Lawful Processing and Transparency. T. Rowe Price collects, uses, and shares personal data where we have lawful grounds and legitimate business reasons for doing so. We are subject to data protection and privacy laws within each of the jurisdictions in which we operate and we undertake to conduct our business in compliance with these laws. We also are committed to helping individuals understand what information we collect, how we use it, the circumstances under which we share it with third parties, and, as applicable, what choices they have. We explain this to clients, associates and business contacts in our privacy notices as required by applicable law. We review our privacy notices regularly to keep them up to date and to ensure they match our internal practices. In the event of material updates, we communicate with relevant internal and external stakeholders in a timely manner.

 

  2.

Purposes. We collect personal data for legitimate purposes We employ data minimization practices to ensure that we collect data consistent with what we need to achieve those purposes. Though personal data can help us improve the services we provide, we should leverage it in a manner that is compliant with applicable regulation and consistent with and proportionate to our corporate policies and goals.

 

  3.

Data Accuracy. The firm take steps to ensure that the personal data we hold is accurate, relevant, and, where necessary, kept up to date.

 

  4.

Data Retention and Disposal. We keep personal data to comply with applicable laws and obligations and take steps to ensure the safe destruction or de-identification of personal data when it is no longer required by law to be retained or it is no longer necessary for a legitimate business purpose.

 

  5.

Rights of Individuals. T. Rowe Price is committed to addressing the privacy rights of individuals, as set forth in applicable laws, with respect to our processing of their personal data.

 

  6.

Information Security. We use appropriate technical and organizational measures to keep personal data secure and ensure its integrity, confidentiality and availability across our systems. We regularly evaluate changes in technology and changes in risk and respond as appropriate.

 

  7.

International Transfers of Personal Data. T. Rowe Price is a global business and as such we transfer personal data internationally in the normal course of business. We are committed to maintaining adequate safeguards, as required by applicable laws, to protect the personal data we transfer to a country that is not regarded as having fully equivalent data protection laws.

 

  8.

Accountability. We are all responsible for upholding the Privacy Principles and respecting individuals’ privacy rights. We have a collective and individual duty to protect our clients’, associates’, and business partners’ personal data. To create an environment of trust and to

 

8-2

  comply with applicable laws, all individuals operating within or on behalf of T. Rowe Price are required to comply with our Privacy Principles, including proactively applying Privacy by Design to help us uphold our commitments to the protection of personal data. We have procedures established to ensure individuals and regulators are informed timely of data security incidents when required. Through audits and internal reviews, we regularly assess the effectiveness of controls to mitigate privacy risk.

Roles and Responsibilities

While the Privacy Principles apply to all of us at T. Rowe Price, stakeholders at different corporate levels within T. Rowe Price play a role in ensuring overall privacy risk management and data protection compliance. We maintain a network of privacy resources as part of our privacy governance framework and have identified clear lines of privacy responsibilities.

Every business unit is responsible for:

 

  •  

Understanding and implementing this Policy and other applicable internal policies and procedures.

 

  •  

Ensuring compliance with the applicable public facing privacy notices, and other privacy commitments.

 

  •  

Ensuring the security of the personal data it maintains, including

 

  •  

Allowing access to personal data only to those who require access for their job functions.

 

  •  

Reporting any known or suspected data security incidents promptly to the Help Desk, option 2 (see Legal & Compliance widget on the TRP Exchange for current international toll-free numbers).

Every associate and contingent worker is responsible for:

 

  •  

Applying the Privacy Principles to the collection, use, and sharing of personal data and following our policies, procedures and standards regarding privacy.

 

  •  

Learn how to identify personal data and report any questions to the Global Privacy Office.

 

  •  

Use and share personal data consistent with the purpose(s) for which it was collected.

 

  •  

Ensure that personal data is accurate, relevant, and, where necessary, kept up to date.

 

  •  

Secure personal data (paper and electronic) through appropriate security safeguards against risks such as loss, unauthorized access or use, destruction, modification, or unintended or inappropriate disclosure.

 

  •  

Avoid accessing, collecting or storing personal data that is not necessary for your current job responsibilities.

 

  •  

Dispose of personal data securely. For example; by using shredders or secured shred/recycle bins provided in offices or appropriate electronic erasure.

 

  •  

Remember that personal data belongs to T. Rowe Price and may not be copied, transferred or otherwise removed without permission.

 

  •  

Using T. Rowe Price data and equipment appropriately and securely.

 

  •  

Use T. Rowe Price data, systems and equipment for legitimate business purposes only and in accordance with applicable policies, guidelines and instructions.

 

8-3

  •  

Use secure transmission protocols when sending personal data outside of T. Rowe Price (e.g., encrypted file transfers and not unencrypted emails or attachments).

 

  •  

Limit internal access to personal data to those with a genuine “need to know,” and limit the amount of personal data to that which is necessary to accomplish the business purpose.

 

  •  

Do not install or use any unapproved software.

 

  •  

Manage business applications on TRP computers and telecommunications devices in accordance with this Global Privacy Policy and any separate policies of Global Technology for a particular type of device or system.

 

  •  

Reporting known or suspected data security incidents.

 

  •  

Report known or suspected data security incidents without delay to the Help Desk (Select option 2 on Help Desk menu) and also follow any internal reporting required within your business unit. Be alert for:

 

  •  

Suspicious activity related to a computer, network, or software application.

 

  •  

Potential or actual loss, misuse, improper access or modification of personal data.

 

  •  

The security of any system or device containing personal data has been compromised.

 

  •  

An incident in which personal data has been accessed, used or disclosed in violation of any applicable policy.

 

  •  

Once submitted, the incident will be investigated, and corrective actions implemented, as necessary or as appropriate.

 

  •  

Completing required training.

 

  •  

Complete all required privacy and information security training.

 

8-4

LOGO

CODE OF ETHICS

 

Thompson, Siegel & Walmsley LLC

 

I.

PREAMBLE

This Code of Ethics (“COE”) is adopted in compliance with requirements adopted by the United States Securities and Exchange Commission (the “SEC”) under Rule 17j-1 of the Investment Company Act of 1940, as amended (the “Company Act”), and Section 204A and Rules 204-2 and 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to effectuate the purposes and objectives of the provisions contained therein. Rule 17j-1 of the Company Act requires that investment advisers to mutual funds adopt written codes of ethics; Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material non-public information by investment advisers; Rule 204-2 of the Advisers Act imposes recordkeeping requirements with respect to Personal Securities Transactions of Advisory Representatives (Capitalized terms are generally defined in Section IX); and Rule 204A-1 requires SEC registered investment advisers to adopt codes of ethics prescribing ethical standards under which they operate and also imposes recording and recordkeeping requirements with respect to Personal Securities Transactions of Access Persons. This COE of Thompson, Siegel & Walmsley LLC (the “Firm” or “TSW”) is designed to:

 

  1.

Protect the Firm’s clients by deterring misconduct;

 

  2.

Educate Supervised Persons regarding the Firm’s expectations and the laws governing their conduct;

 

  3.

Remind Supervised Persons that they are in a position of trust and must always act with complete propriety;

 

  4.

Protect the reputation of the Firm;

 

  5.

Guard against violation of the Federal Securities laws; and

 

  6.

Establish procedures for Supervised Persons to follow so that the Firm may determine whether Supervised Persons are complying with its ethical principles.

 

II.

STANDARDS OF BUSINESS CONDUCT

TSW’s Senior Management adopted the COE which sets forth standards of business conduct and fiduciary obligations that the Firm requires of its Supervised Persons. Supervised Persons are required to maintain the highest ethical standards in carrying out the Firm’s business activities. The Firm’s reputation is one of its most important assets and maintaining the trust and confidence of clients is a vital responsibility. This section sets forth the Firm’s business conduct standards.

Compliance Review: February 25, 2022

Last Update: March 25, 2022

 

 

1     Page

LOGO

CODE OF ETHICS

 

Thompson, Siegel & Walmsley LLC

 

General Principles

Our principles and philosophy regarding ethics stress the Firm’s fiduciary duty to its clients and the obligation of Firm personnel to uphold that fundamental duty. In recognition of the trust and confidence placed in the Firm by its clients and to give effect to the belief that the Firm’s operations should be directed to benefit its clients, the Firm has adopted the following general principles to guide the actions of its Supervised Persons:

 

  1.

The interests of clients are paramount. All Supervised Persons must conduct themselves and their operations to give maximum effect to this belief by at all times placing the interests of clients before their own.

 

  2.

All personal transactions in Securities by Supervised Persons must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such Supervised Persons with the interests of any client.

 

  3.

All Supervised Persons must avoid actions or activities that allow (or appear to allow) a Person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the Supervised Person’s independence or judgment.

 

  4.

All information concerning the specific Security holdings and financial circumstances of any client is strictly confidential. Supervised Persons are expected to maintain such confidentiality, secure such information and disclose it only to other Supervised Persons with a need to know that information.

 

  5.

All Supervised Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect the Firm’s reputation.

Supervised Persons must comply with applicable Federal Securities laws and are prohibited from engaging in any of the following actions:

 

  1.

To employ a device, scheme or artifice to defraud a client or prospective client;

 

  2.

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

 

  3.

To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a client or prospective client;

 

  4.

To act as principal for his/her own account, knowingly to sell any Security to or purchase any Security from a client, or acting as a broker for a Person

 

 

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  other than such client, knowingly to effect any sale or purchase of any Security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he/she is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph shall not apply to any transaction with a customer of a bank, broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction;

 

  5.

To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative, including with respect to Securities (i.e., price manipulation); or

 

  6.

To originate or circulate, except as permitted below, in any manner a false or misleading rumor about a security or its issuer for the purpose of influencing the market price of the security. Where a legitimate business reason exists for discussing a rumor, for example, where a client is seeking an explanation for an irregular share price movement which could be explained by the rumor, care should be taken to ensure that the rumor is communicated in a manner that:

 

  •  

Sources the origin of the information (where possible);

 

  •  

Gives it no additional credibility or embellishment;

 

  •  

Makes clear that the information is a rumor; and

 

  •  

Makes clear that the information has not been verified.

This formulation has the benefit of allowing discussions of a rumor for legitimate purposes while including some safeguards against building to the rumor’s credibility and effect on the market. These guidelines would permit, for example, a money manager to call an analyst or trader at another firm to report a rumor that the manager thinks are untrue and to ask if the analyst or trader has heard the rumor and has any relevant information. These conversations should be conducted with care, in a professional manner and without exaggeration.

This COE contains provisions reasonably necessary to prevent Supervised Persons of the Firm from engaging in acts in violation of the above standards and procedures reasonably necessary to prevent violations of the COE.

Federal law requires that this COE not only be adopted but that it will also be enforced with reasonable diligence. Failure to comply with the COE may result in disciplinary action, including termination of employment. Noncompliance with the COE has severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits and sanctions on your ability to be employed in an investment advisory business or in a related capacity. This COE is based upon the principle that the Supervised Persons of the Firm, and certain Affiliated Persons of the Firm, owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their Personal Securities Transactions, in such a manner as to avoid: (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with

 

 

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the Firm; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Review Officer of the Firm to report material violations of this COE to the TSW Executive Committee and to the Board of Directors of any U.S. registered investment company client advised or sub-advised by the Firm and of the actions taken as a result of such violations.

 

III.

POLICY STATEMENT ON INSIDER TRADING

The Firm forbids any Supervised Person from trading, either personally or on behalf of others, including accounts managed by the Firm, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” The Firm’s policy applies to every Supervised Person and extends to activities within and outside their duties at the Firm. Any questions regarding the Firm’s policy and procedures should be referred to the Review Officer. Trading Securities while in possession of material non-public information or improperly communicating that information to others may expose you to severe penalties. Any person who engages in insider trading or tipping can face a substantial jail term (up to 20 years), civil penalties of up to three times the profit gained (or loss avoided) by that person and/or his or her “tippee”, and criminal fines of up to $5,000,000. In addition, if it is found that TSW failed to take appropriate steps to prevent insider trading, TSW or Pendal USA Inc. (“Pendal-US”) may be subject to significant criminal fines and civil penalties not to exceed the greater of $1,000,000 or three times the profit gained (or loss avoided) as a result of the insider trading. Regardless of whether a government inquiry occurs, the Firm views seriously any violation of its insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

The term “material non-public information” relates not only to issuers but also to the Firm’s Securities recommendations and client Securities holdings and transactions. The term “insider trading” is not defined in the Federal Securities laws, but generally is used to refer to the use of material non-public information to trade in Securities (whether or not one is an “insider”) or to communications of material non-public information to others. Information about a significant order to purchase or sell Securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

  1.

Trading by an insider while in possession of material non-public information;

 

  2.

Trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

 

  3.

Communicating material non-public information to others.

 

 

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The concept of “insider” is broad. It includes officers, directors and associated persons of a company. In addition, a Person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers and the associated persons of such entities. The Firm’s Review Officer will make the determination if a Person is to be deemed a “temporary insider.” In addition, the Firm may become a temporary insider of a company it advises or for which it performs other services. For that to occur the company must expect the Firm to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the Firm will be considered an insider.

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s Securities. Information that officers, directors and associated persons should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Information is non-public until it has been effectively communicated to the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. One must be able to point to some publicly available fact to show that the information is generally public. For example, information found in a report filed with the SEC or some other governmental agency, appearing in Dow Jones publications, Reuters, The Wall Street Journal, and other publications of general circulation, media broadcasts, over public internet websites and after sufficient time has passed so that the information has been disseminated widely would be considered public.

Before trading for yourself or others in the Securities of a company about which you may have potential inside information, ask yourself the following questions:

 

  1.

Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the Securities if generally disclosed?

 

  2.

Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

If, after consideration of the above, you believe that the information is material and non-public, or if you have questions as to whether the information is material and non-public, you should take the following steps:

 

  1.

Report the matter immediately to a member of the Compliance Department.

 

 

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  2.

Do not purchase or sell the Securities on behalf of yourself or others, including clients.

 

  3.

Do not communicate the information inside or outside the Firm, other than to the Firm’s Review Officer.

 

  4.

After the Firm’s Review Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

Information in your possession that you identify as material and non-public may not be communicated to anyone, including Supervised Persons within the Firm, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed, access to computer files containing material non-public information should be restricted and conversations containing or related to such information, if appropriate at all, should be conducted in private to avoid potential interception.

The role of the Firm’s Review Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. The Firm enforces prevention of insider trading and detection of insider trading.

To prevent insider trading, the Firm will:

 

  1.

Provide, an educational program to familiarize Supervised Persons with the Firm’s policy and procedures, and

 

  2.

When it has been determined that a Supervised Person of the Firm has material non-public information, the Firm will:

 

  a)

implement measures to prevent dissemination of such information, and

 

  b)

if necessary, restrict Supervised Persons from trading the Securities.

To detect insider trading, the Compliance Department will:

 

  1.

Review the trading activity reports filed by each Supervised Persons; and

 

  2.

Review the trading activity of accounts managed by the Firm.

 

IV.

POLICY STATEMENT ON THE PAY-TO-PLAY RULE

TSW requires pre-approval by Compliance of all Political Contributions, political fundraising activities, and political volunteer activities by all Firm employees.

 

 

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However, many such activities may be approved if they are allowable or represent exemptions under the Pay-to-Play Rule as described below, and in the related policy in the Firm’s Policy & Procedures Manual or “PPM” under the policies for Solicitor Arrangements and Pay-to-Play Rule. This policy is necessary to prevent the result of the Firm not being compensated for certain investment advisory services for two years if such rules are violated. See Appendix for definitions and further clarifications under the Pay-to-Play Rule.

Notwithstanding this policy, it is never permitted for TSW and its employees to make, or direct or solicit any other person to make, any Political Contribution or provide anything else of value for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business.

TSW has adopted various procedures and internal controls to review, monitor and ensure the Firm’s Solicitor Arrangements and Pay-to-Play policies are observed, implemented properly and amended or updated, as appropriate, which include the following:

 

  1.

Political Contributions: All employees are required to obtain approval from Compliance prior to making any Political Contribution of any value. Employees may obtain such pre-approval from Compliance by completing and submitting a “Political Contribution Request Form” via Schwab Compliance Technologies (“SCT”), the Firm’s automated personal trading and compliance system. Compliance will review and evaluate each completed and submitted form to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and Firm policy. Employees and their immediate supervisor(s) will be notified in writing and/or via the SCT system of Compliance’s final determination.

 

  2.

Coordinating or Soliciting Political Contributions, and Political Fundraising: In addition, all employees need to obtain approval from Compliance prior to engaging in Coordinating or Soliciting Political Contributions or engaging in any other political fundraising efforts. Employees should use the “Political Volunteering/Solicitation/Fundraising Form” via SCT to request pre-approval for such activities. Coordinating or Soliciting Political Contributions, or political fundraising, may even include, for example, merely having one’s name appear in the letterhead or any other portion of a political fundraising letter.

 

  3.

Indirect Political Contributions: Employees are forbidden from performing any act which would result in a violation of Rule 206(4)-5 and/or the provisions of the Code, whether directly or indirectly, or through or by any other person or means. Employees may not use other persons or entities, including family members or friends or any other conduits to circumvent Rule 206(4)-5 and/or the Code. Activities conducted at the direction or suggestion of a Firm employee are considered to be made by the employee in the context of political contributions.

 

 

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  4.

Annual Political Contributions Certification Form: At the end of each year, Compliance will distribute to all Firm employees an Annual Political Contributions Certification Form also via SCT. This Form is intended to capture information regarding any Political Contribution made by each such employee, both directly and indirectly, during that calendar year.

Employees return the forms either (1) acknowledging that no Political Contributions were made, or (2) disclosing all Political Contributions made, including Contributions for which the employee received pre-clearance. In order to protect the privacy of employees, the records shall be treated as confidential and may only be accessed and/or reviewed by person(s) with a “need to know” or for purposes of making necessary disclosures to the SEC, if required.

In addition, a question is included on the quarterly reporting forms via SCT as well to be certain all such contributions and fundraising efforts are properly pre-cleared and reported.

Please consult TSW’s PPM for definitions or more details on this issue.

 

V.

PROHIBITED TRANSACTIONS AND ACTIVITIES

The following prohibitions apply to all Access Persons, unless indicated otherwise and unless exempted under Section VI. In addition to these prohibitions, the Review Officer may prohibit transactions other than those specifically indicated below if they determine that a proposed transaction presents a potential conflict of interest.

 

  1.

Access Persons are prohibited from directly or indirectly using any act, device, scheme, artifice, practice or course of conduct to defraud, mislead or manipulate a client in connection with the Purchase or Sale of a Security held or to be acquired by the client. Access Persons are also prohibited from making any untrue statement of material fact to a client and from omitting to state a material fact necessary in order to make the statement made to the client, under the circumstances, not misleading.

 

  2.

Access Persons are generally prohibited from purchasing or selling, directly or indirectly, any Security (excluding ETFs and other Securities excluded from pre-clearance under the Firm’s COE) in which he/she has, or by reason of time of such purchase or sale:

 

  a)

is on the Restricted List;

 

  b)

is being purchased or sold by any Portfolio (Firm managed accounts, including WPS strategies, but excluding any WPS limit orders);

 

  c)

was purchased or sold by any Portfolio during the previous trading day or the day following (thus violating the 3-day black-out period); or

 

 

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  d)

is less than $3.0 billion in market capitalization and held in a TSW Primary Product (or Primary Strategy which includes any long-only equity strategy and fixed income strategies (and thus excludes long/short strategies) offered to outside clients and described in TSW’s Form ADV).

 

    

Exemptions from the black-out period may be permitted in certain circumstances where the Chief Compliance Officer or their designee has determined there is no conflict of interest or appearance of impropriety. In such cases, this will not be considered a violation of the Firm’s COE.

 

  3.

Unless exempted under Section VI or otherwise above, Access Persons are prohibited from purchasing or selling a Reportable Security without prior approval through the SCT automated system. However, even if exempted for prior approval/pre-clearance, all Securities will be reported on transactions statements or otherwise as dictated under Section VIII Reporting Requirements.

 

  4.

Access Persons are prohibited from acquiring a beneficial interest in any Securities in a Limited Offering commonly referred to as a private placement, without prior approval of the CCO. The CCO (or designee) will maintain a record of any decision, and the reasons supporting the decision to approve the Access Person’s acquisition of a private placement.

 

    

Before granting such approval, the CCO should carefully evaluate such investment to determine that the investment could create no material conflict between the Access Person and any Portfolio. The Review Officer may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, the CCO may consider approving the transaction if he or she can determine that: (i) the investment did not result from directing Portfolio or Firm business to the underwriter or issuer of the Security; (ii) the Access Person is not misappropriating an opportunity that should have been offered to any Portfolio; and (iii) the Access Person’s investment decisions for a Portfolio would not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of that Portfolio.

 

  5.

Access Persons are prohibited from acquiring Beneficial Ownership of a Security, excluding new issues of tax-exempt Securities or corporate bonds, as part of an Initial Public Offering. However, such new issues of tax-exempt Securities or corporate bonds, if purchased, should be pre-cleared and reported.

 

  6.

Access Persons and their family members are discouraged from accepting or giving any gift, favor, service, special accommodation or other thing of more than de minimis material value from or to any Person or entity that does business with or seeks to do business with or on behalf of the Firm. Such gifts may be prohibited where they could be viewed as overly generous or

 

 

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  reasonably could be expected to compromise an Access Person’s or another’s independence and objectivity. For Gifts and Entertainment purposes under this COE, “de minimis” shall be considered to be the annual receipt/provision of gifts from or to the same source valued at $100 or less per individual recipient/source, when the gifts are in relation to the Firm’s business. Gifts do not include business entertainment; however, entertainment, and the pre-clearance process for gifts and business entertainment, is addressed in more detail below in the next section. Any exceptions to this policy need to be approved by the Firm’s Review Officer or CEO. Access Persons will acknowledge, quarterly, the receipt or gift of any business-related gifts, services or other things of material value via the SCT system. In addition, a gift log for all gifts, even those of de minimis value, will be maintained by the Review Officer or their designee via SCT. Finally, Political Contributions, discussed separately, are not considered gifts.

 

    

Exception: Promotional gifts of little intrinsic value such as coffee mugs, calendars, plaques, trophies or similar items solely for the purpose of presentation and display of a company’s logo, where the estimated value of the item is under $10, are not required to be logged or reported quarterly, as such items are not included in the calculation of the aggregate value of gifts required to be reported by the DOL. That said, this exception does not cover a gift that clearly has a value in excess of $10—for example, a $400 golf club embossed with a company logo would likely be prohibited, but should be pre-cleared and reported; a pen valued at $75 and embossed with a company logo would likely not be prohibited, but should be reported.

 

    

For accounts related to ERISA plans (involving increased fiduciary responsibility) or Taft-Hartley plans (involving union officials or labor unions) or for gifts to elected officials, any gifts considered at all value levels need to be pre- approved, logged and reported. Access persons should bear in mind that for Taft-Hartley plans, the DOL has established a $250 per person annual aggregate limit which should not be exceeded. This limit will be applied to ERISA plans as well due to the increased fiduciary responsibility.

 

  7.

Access Persons may host or attend a business entertainment event of reasonable value, such as a dinner or sporting event that serves a legitimate and appropriate business purpose. Such business entertainment may be prohibited where it could be viewed as overly generous or reasonably could be expected to compromise an Access Person’s or another’s independence and objectivity. Access Persons should seek prior approval or pre-clearance from the Firm’s Review Officer or a CEO in cases where they are unsure of whether the entertainment (or a gift as described above) may be viewed as overly generous, or in any case where a proposed gift is over $100 or business entertainment is over $250 in estimated value. What may constitute “overly generous” gifts or entertainment may be determined on a case-by-case basis by the Review Officer or CEO. In cases where pre-approval is necessary, it will occur automatically via the SCT system.

 

 

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It is acknowledged that such pre-clearances (as described above) will only be submitted and reviewed in cases where the entertainment event or gift is prospective in nature, quantifiable, and can be properly analyzed. In other cases, an approval may be obtained and reported after the gift is received or the event has taken place. Exceptions: Where an entertainment event or gift is included as part of an educational conference, seminar, research conference or similar event which may entail multiple meals and entertainment events. In such cases, the employee will log the event and it must always be approved, but on the log and approval form, it is not necessary to include the value or estimated cost—just a description of the event and other details.

 

    

Business entertainment of little intrinsic value, such as group lunches where the estimated value of the expense is under $10 per person, is not required to be logged or reported quarterly. However, this exception does not apply in cases involving ERISA plans or Taft-Hartley plans where any gifts or entertainment provided at all value levels need to be pre-approved, logged and reported.

 

    

Except for the exemptions described above, all business entertainment events (either hosted or attended by Access Persons) will be acknowledged and reported quarterly via the SCT system. Finally, an entertainment log for all business entertainment events (either hosted or attended) will also be maintained by the Review Officer or their designee via SCT.

 

    

For accounts related to ERISA plans (involving increased fiduciary responsibility) or Taft-Hartley plans (involving union officials or labor unions) or for business entertainment provided to elected officials, any entertainment considered at all value levels must be pre-approved, logged and reported. Access persons should bear in mind that for Taft-Hartley plans, the DOL has established a $250 per person annual aggregate limit which should not be exceeded. This limit will be applied to ERISA plans as well due to the increased fiduciary responsibility.

 

  8.

Access Persons are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or equivalent) Reportable Securities, including Firm Managed Funds, within 30 calendar days. Trades made in violation of this prohibition should be unwound, if possible.

 

    

Exception: The Review Officer may allow exceptions to this policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption. An example is the involuntary sale of Securities due to unforeseen corporate activity such as a merger. The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and front running transactions, which typically involve a quick trading pattern to capitalize on a short-lived market impact of

 

 

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  a trade by one of the Portfolios. The Review Officer shall consider the policy reasons for the ban on short-term trades, as stated herein, in determining when an exception to the prohibition is permissible. The Review Officer may consider granting an exception to this prohibition if the Securities involved in the transaction are not being considered for purchase or sale by a Portfolio. The Review Officer shall retain a record in SCT of any exceptions granted and the reasons supporting the decision.

 

  9.

Access Persons are prohibited from serving on the Board of Directors of any publicly traded company without prior authorization of the Review Officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm and any Portfolios. Authorization of board service shall be subject to the implementation by the Firm of “Chinese Wall” or other procedures to isolate such Access Persons from making decisions about trading in that company’s Securities.

 

VI.

EXEMPTED TRANSACTIONS

Prohibited transactions described in Section V above, which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to a Portfolio may be permitted within the discretion of the Review Officer on a case-by-case basis. Such exempted transactions may include the following, and even if not required to be pre-cleared, should be reported as dictated under Section VIII Reporting Requirements:

 

  1.

Purchases or sales of securities which are not held by a Portfolio and which are not related economically to Reportable Securities held by a Portfolio.

 

  2.

Other exemptions:

 

  a)

purchase or sale that is non-volitional on the part of the Access Person, including (i) a purchase or sale upon the exercise of puts or calls written by the Access Person, (ii) sales from a margin account, pursuant to a bona fide margin call and (iii) a purchase or sale performed by an independent financial professional acting with sole discretion and performed pursuant to an arrangement previously approved by the Review Officer;

 

  b)

purchase that is part of an automatic dividend reinvestment plan or other similar program, including any sale through a systematic withdrawal plan;

 

  c)

purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of the Security, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

 

 

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  d)

an acquisition of a Security through a gift or bequest;

 

  e)

a disposition of Security through gift.

The CCO may, on a case-by-case basis, exempt Reportable Accounts which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to a Portfolio from pre-clearance requirements.

 

VII.

COMPLIANCE PROCEDURES

 

  A.

Pre-Clearance Procedures for Personal Trading

 

    

Unless exempted under Section VI above or otherwise, all Access Persons need to receive prior approval from the Firm’s Review Officer via SCT before purchasing or selling Reportable Securities in an account for which such Access Person has Beneficial Ownership. The Access Person should request pre-clearance by completing and submitting a personal trading Pre-Clearance Form via the SCT system to the Review Officer.

 

    

Pre-clearance approval will expire at the close of business on the trading date on which authorization is received. If the trade is not completed before such pre-clearance expires, the Access Person is required to again obtain pre- clearance for the trade. No Review Officer may pre-clear their own trades. In addition, if an Access Person becomes aware of any additional information with respect to a transaction that was pre-cleared, such Person is obligated to disclose such information to the Review Officer prior to executing the pre-cleared transaction.

 

    

Access Persons are excluded from pre-clearing Reportable Securities purchased, sold, acquired or disposed in the following transactions:

 

  1.

purchase or sale that is non-volitional on the part of the Access Person, including (i) a purchase or sale upon the exercise of puts or calls written by the Access Person, (ii) sales from a margin account, pursuant to a bona fide margin call and (iii) a purchase or sale performed by an independent financial professional acting with sole discretion and performed pursuant to an arrangement previously approved by the Review Officer;

 

  2.

purchase that is part of an automatic dividend reinvestment plan or other similar program, including any sale through a systematic withdrawal plan;

 

  3.

purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of the Reportable Security, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

 

 

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  4.

an acquisition of a Reportable Security through a gift or bequest;

 

  5.

a disposition of Reportable Security through a gift;

 

  6.

purchase or sale of Exchange Traded Funds (“ETFs”), options on ETFs, indexes, commodities and currencies;

 

  7.

entry into futures contracts on ETFs, indexes, commodities and currencies;

 

  8.

purchase or sale of tax-exempt and corporate bonds (unless they are new issues);

 

  9.

purchase or sale of shares of foreign unit trusts and foreign mutual funds; and

 

  10.

purchase or sale of shares of open- and/or closed-end funds except Firm Managed Funds.

 

  B.

Pre-Clearance Procedures for Political Contributions, Fundraising Efforts, and Other Similar Actions

 

    

Political Contributions or Fundraising Efforts: All employees are required to obtain approval from Compliance prior to making any Political Contribution of any value or prior to participating in any fundraising efforts or similar actions.

 

    

Employees may obtain such pre-approval from Compliance by completing and submitting a “Political Contribution Request Form” or “Political Volunteering/Solicitation/Fundraising Form” via the SCT system. Compliance will review and evaluate each completed and submitted form to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and Firm policy. Employees will be notified in writing and/or via the SCT system of Compliance’s final determination.

 

  C.

Logging and Pre-Clearance Procedures for Gifts and Entertainment

 

    

All employees are required to obtain approval from the Firm’s Review Officer or CEO prior to giving/receiving a gift valued at more than $100 or business entertainment valued at more than $250 per person (unless it is exempted from approval or reporting as described above). Employees may obtain pre-approval by completing and submitting a “Gift Request” or “Entertainment Request” via SCT. Employees will be notified in writing of the Review Officer or CEO final determination. Please note that for virtual events, consumable items provided or received in advance for use/consumption during the virtual event may, if used/consumed during the virtual event, be considered as part of a ‘virtual’ entertainment event. Non-consumable items provided or received in connection with a virtual event are deemed gifts. TSW Associates are encouraged to reach out to members of the Compliance Department with questions concerning virtual events.

 

 

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All employees are required to log all gifts (except those described as promotional gifts under $10 as described above) and all business entertainment (except that which is exempted as described above), either given or received.

 

  D.

Excessive Trading/Market Timing

 

    

The Firm understands that it is appropriate for Access Persons to participate in the public Securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that minimizes potential conflicts with the interests of any Portfolio. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades or other measures, as deemed appropriate by the Review Officer or senior management at the Firm, may compromise the best interests of any Portfolios if such excessive trading is conducted during work-time or using Firm resources. Accordingly, if personal trading rises to such a level as to create an environment that is not consistent with the COE, such personal transactions may not be approved or may be limited by the Review Officer of the Firm.

 

    

Each Firm Managed Fund is intended for long-term investment purposes only and does not permit “market timing” or other types of excessive short-term trading by Access Persons and other shareholders. Excessive short-term trading into and out of the Firm Managed Funds can disrupt Portfolio investment strategies and may increase fund expenses for all shareholders, including long-term shareholders who do not generate these costs. Each Firm Managed Fund reserves the right to reject any purchase request (including purchases by exchange) by any investor or group of investors for any reason without prior notice, including, in particular, if the fund reasonably believes that the trading activity would be disruptive to the fund. Access Persons shall not be permitted to make a “round trip” trade in any Firm Managed Fund within 30 calendar days without the direct approval of the Review Officer of the Firm.

 

  E.

Conflicts of Interest

 

    

Every Supervised Person shall notify the Review Officer of the Firm of any personal conflict of interest relationship which may involve a Portfolio, such as the existence of any economic relationship between their transactions and Securities held or to be acquired by any Portfolio. Such notification shall occur in the pre-clearance process.

 

 

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VIII.

REPORTING REQUIREMENTS

 

  A.

Disclosure of Personal Holdings & Outside Business Activities

 

    

All Access Persons shall submit to the Review Officer:

 

    

A holdings report that includes: (1) information regarding all holdings in Securities in which Access Persons have Beneficial Ownership; and (2) the name of any broker, dealer, bank or other entity for any Reportable Account. All Securities accounts which hold or could hold Securities should be reported—those are all considered Reportable Accounts. New employees should submit these reports within 10 days of employment with the Firm. Information contained in the initial reports should be current as of a date not more than 45 days before the employee became an Access Person or prior to the date the report is submitted for annual reports.

 

    

In addition to reporting Securities holdings, every Access Person shall certify in their initial report that:

 

  1.

They have received, read, and understand the COE and recognize that they are subject thereto;

 

  2.

They have no knowledge of the existence of any personal conflict of interest relationship which may involve a Portfolio, such as any economic relationship between their transactions and Securities held or to be acquired by a Portfolio; and

 

  3.

They do not serve on the Board of Directors of any publicly traded company.

 

    

The initial report shall be made through affirmations via the SCT system and shall be delivered to the Review Officer/Compliance via SCT.

 

    

Outside Business Activities

 

    

In accordance with Firm policy, employees must disclose and provide prior written notice of reportable Outside Business Activities (“OBAs”). An outside business activity is defined as any business activity outside the scope of the relationship with TSW. These include any activities that a Supervised Person may be engaged in outside of their employment with the Firm, including, but not limited to, service as an officer, director, partner, employee, consultant or independent contractor with any for profit or non-profit organization. A person may be engaged in an OBA if they are a) employed by any other person or entity; b) receiving compensation from any other person or entity; c) serving as an officer, director, or partner of another entity; or d) serving in a fiduciary capacity (e.g. trustee, executor or power of attorney) for someone other than a family member.

 

    

Prior approval from the CCO or designee is required prior to engaging in the activity. Associates are not permitted to participate in an OBA that would

 

 

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  interfere with or otherwise compromise their responsibilities to TSW. No OBA will be allowed unless approved by the CCO. The Firm expects employees to devote their business day to the work of the Firm, and employees are expected to avoid any outside activity, employment, position, or association that might interfere or appear to interfere with the independent exercise of the employee’s judgment regarding the best interests of the Firm and its clients. Violations of OBA protocols will result in disciplinary action which may include termination.

 

    

The initial and subsequent disclosure(s) shall be made through SCT and shall be delivered to the Review Officer/Compliance via SCT for review and pre-approval. In the event an existing activity changes or ceases, an updated disclosure is required in SCT.

 

  B.

Quarterly Reporting Requirements

 

    

All Access Person shall disclose to the Review Officer/Compliance all transactions in Reportable Securities conducted during the period as of the calendar quarter ended within 30 calendar days after quarter-end. Access Persons do not need to pre-clear Personal Securities Transactions effected in any account over which the Access Person has no direct or indirect influence or Control; however, custodian statements in any such accounts must be sent to the Review Officer via SCT not less than quarterly.

 

    

In addition, on a quarterly basis via SCT, with respect to all Reportable Accounts, the Access Person must provide:

 

  1.

not less than quarterly, a custodian statement disclosing the transactions for any Reportable Securities;

 

  2.

the name of the broker, dealer, bank or other entity that acts as custodian;

 

  3.

if a new Reportable Account, the date the account was established; and

 

  4.

the date the report is submitted by the Access Person.

 

    

This quarterly report shall be made through affirmations via the SCT system and shall be delivered to the Review Officer/Compliance via SCT. This quarterly affirmation also includes a section for Pay-to-Play Rule reporting and Gifts and Entertainment.

 

 

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  C.

Annual Report Certification of Compliance with Code of Ethics

 

    

All Access Persons shall disclose to the Review Officer via the SCT system all holdings in Reportable Securities as of the calendar year ended within 30 calendar days after year end. In addition to reporting Reportable Securities holdings, every Access Person shall certify annually via SCT that:

 

  1.

they have read and understand the COE and recognize that they are subject thereto;

 

  2.

they have complied with the requirements of the COE and that they have reported all Personal Securities Transactions required to be reported pursuant to the requirements of the COE;

 

  3.

they do not serve on the Board of Directors of any publicly traded company;

 

  4.

they have not disclosed pending “buy” or “sell” orders for a Portfolio to any associate of any other Management Company, except where the disclosure occurred subsequent to the execution or withdrawal of an order;

 

  5.

they have disclosed all Reportable Accounts-all Securities accounts which hold or could hold Securities should be reported—those are all considered Reportable Accounts;

 

  6.

they have no knowledge of the existence of any personal conflict of interest relationship which may involve any Portfolio, such as any economic relationship between their transactions and Securities held or to be acquired by a Portfolio;

 

  7.

they have not received any gift or other thing valued at more than $100 or $250 for business entertainment (de minimis amount) in relation to the Firm’s business and have disclosed all gifts and entertainment both given and received via the Firm’s Gift and Entertainment Log; and

 

  8.

they have or have not made or previously pre-cleared any political contributions or fundraising activities.

 

    

These annual reports shall be made via affirmations on the SCT system and shall be delivered to the Review Officer/Compliance via SCT.

 

  D.

Confidentiality of Reports

 

    

Reports submitted pursuant to this COE shall be confidential and shall be provided only to those Supervised Persons of the Firm with a need to know and, upon appropriate request, Compliance Departments of Pendal Group Ltd. (“Pendal”, TSW’s parent company) and any registered investment company the Firm advises or sub-advises, counsel, and/or regulatory authorities.

 

 

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  E.

Acknowledgement of Receipt of Code of Ethics

 

    

Each Supervised Person shall be provided with a copy of this COE or access to it, and any amendments, and Supervised Persons shall submit a written acknowledgment of their receipt of this Code and any amendments to this COE. Written acknowledgement of the Code will be made via affirmations on the SCT system, both initially and annually.

 

  F.

Review of Reports

 

    

The Review Officer shall review reports submitted under this COE. The Review Officer shall not review his/her own reports.

 

  G.

Duplicate Confirmation and Statements

 

    

The Review Officer of the Firm may require Access Persons to provide duplicate copies of confirmation of each disclosable transaction in their accounts and will require duplicate copies of account statements, all provided via the SCT system where possible.

 

  H.

Reporting of Violations to the TSW Executive Committee and Sanctions

 

    

Supervised Persons are required to report any violations of this COE promptly to the Review Officer. The Review Officer of the Firm shall report all violations (including non-material, technical violations) to the Compliance Committee and shall report material violations of this COE to the TSW Executive Committee. The TSW Executive Committee, and outside counsel, if deemed appropriate, shall consider reports made to it and shall determine whether or not there has been a violation of the Firm’s COE and what sanctions, if any, should be imposed, including, among other things, a letter of censure or suspension, fines, or termination of the employment of the violator.

 

  I.

Annual Reporting

 

    

The Review Officer of the Firm shall prepare an annual report relating to this COE to TSW Executive Committee and of any U.S. registered investment company client advised or sub-advised by the Firm that request such reporting. Such annual report shall:

 

  1.

summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

 

 

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  2.

identify any violations during the past year;

 

  3.

identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its COE, evolving industry practices or developments in applicable laws or regulations; and

 

  4.

state that the Firm had adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

 

  J.

Retention of Records

 

  5.

The Firm shall maintain the following records via the SCT system as required under Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act:

 

  1.

a copy of any Code of Ethics in effect within the most recent five years;

 

  2.

a list of all Supervised Persons required to make reports hereunder within the most recent five years and a list of all Supervised Persons who were responsible for reviewing the reports, as shall be updated by the Review Officer of the Firm;

 

  3.

a copy of each report made by an Access Person hereunder and submitted to the Firm’s Review Officer for a period of five years from the end of the fiscal year in which it was made;

 

  4.

each memorandum made by the Review Officer of the Firm hereunder for a period of five years from the end of the fiscal year in which it was made;

 

  5.

a record of any violation under the Code of Ethics and any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurred;

 

  6.

a record of all written acknowledgements as required by Rule 204A-1(a)(5) for each Person who is currently, or in the past five years was, a Supervised Person of the Firm;

 

  7.

a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Access Persons under Rule 204A-1(c), for at least five years after the end of the fiscal year in which the approval is granted; and

 

  8.

a copy of every report provided to TSW’s Executive Committee or a fund’s Board which describes any issues arising under the Code of Ethics and certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

 

 

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IX.

DEFINITIONS

 

  1.

“Access Person” means any Manager, officer, general partner or Advisory Representative of the Firm. As the nature and philosophy of the Firm tends to expose a large range of Supervised Persons to client information, all Supervised Persons are treated as Access Persons. Supervised Persons that are subject to another code of ethics that has been reviewed and approved by the Review Officer are not subject to the Access Person requirements of this Code.

 

  2.

“Advisory Representative” means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

 

  3.

“Affiliated Person” of another Person means (a) any Person directly or indirectly owning, Controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of such other person; (b) any Person five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, Controlled, or held with power to vote, by such other person; (c) any Person directly or indirectly Controlling, Controlled by, or under common Control with, such other person; (d) any officer, director, partner, copartner, or associate of such other person; (e) if such other Person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and (f) if such other Person is an unincorporated investment company not having a board of directors, the depositor thereof.

 

  4.

“Affiliated Fund” means any investment vehicle registered under the Investment Company Act which the Firm or an Affiliated Person acts as manager, adviser or sub-adviser.

 

  5.

“Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), in determining whether a Person is the beneficial owner of a Security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder, that, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy a direct or

 

 

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  indirect economic benefit from the ownership of the Security. A Person is normally regarded as the beneficial owner of securities held in (i) the name of his or her spouse, domestic partner, minor children, or other relatives living in his or her household; (ii) a trust, estate or other account in which he/she has a present or future interest in the income, principal or right to obtain title to the securities; or (iii) the name of another Person or entity by reason of any contract, understanding, relationship, agreement or other arrangement whereby he or she obtains benefits substantially equivalent to those of ownership.

 

  6.

“Control” means the power to exercise a Controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any Person who owns beneficially, either directly or through one or more Controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to Control such company. Any Person who does not so own more than twenty-five percent (25%) of the voting securities of any company shall be presumed not to Control such company. A natural Person shall be presumed not to be a Control person.

 

  7.

“Exchange Traded Fund (“ETF”)” means a portfolio of securities that trades throughout the day on an exchange. A closed-end fund is not an ETF.

 

  8.

“Firm” means TSW, an investment adviser registered with the SEC under the Advisers Act.

 

  9.

“Firm Managed Fund” means any investment company registered under the Investment Company Act or pooled investment vehicle for which the Firm acts as investment adviser or sub-adviser.

 

  10.

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

 

  11.

“Investment Personnel” means (a) any Portfolio Manager of the Firm; (b) any associate of the Firm (or of any company in a Control relationship to a fund or the Firm) who, in connection with his regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Firm, including securities analysts, traders and marketing Supervised Persons; or (c) any Person who Controls a fund or the Firm and who obtains information concerning recommendations made to any Portfolio regarding the purchase or sale of securities by the Portfolio.

 

  12.

“Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or Rules 504, 505 or 506 under the Securities Act. Limited offerings are commonly referred to as private placements.

 

 

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  13.

“Maintenance Trades” (also called “Non-Rotational Trades”) refer to any trades effected by Portfolio Managers for specific accounts including those in “SMA” accounts. Maintenance trades typically occur to get Portfolios in line with guidelines, raise cash for specific purposes, etc. These are not to be confused with Firm-wide block trades (also called “Rotational Trades” which affect large numbers of accounts at one time.

 

  14.

“Management Company” refers to investment advisers that are subsidiaries of, or organizations otherwise affiliated with, Pendal.

 

  15.

“Manager” refers to individual member of the TSW Executive Committee.

 

  16.

“Person” means a natural Person or a company.

 

  17.

“Personal Securities Transactions” means any transaction in a Security pursuant to which an Access Person would have a Beneficial Ownership interest with the exception of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, none of which are funds advised or sub-advised by the Firm.

 

  18.

“Portfolio” means any account, trust or other investment vehicle over which the Firm has investment management discretion.

 

  19.

“Portfolio Manager” means an associate of the Firm entrusted with the direct responsibility and authority to make investment decisions affecting the Portfolios or Firm Managed Funds.

 

  20.

“Primary Product” or “Primary Strategy” means any long-only equity strategy and fixed income strategy (and thus excludes long/short strategies) offered to outside clients and described in TSW’s Form ADV.

 

  21.

“Purchase or Sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.

 

  22.

“Reportable Account” means any account held at a broker, dealer or bank with which an Access Person maintains Beneficial Ownership in any Security and for any account held at a broker, dealer, bank or other entity for which an Access Person has the ability to obtain Beneficial Ownership of any Security. All Securities accounts which hold or could hold Securities should be reported—those are all considered Reportable Accounts.

 

  23.

“Reportable Security” shall include any Firm Managed Fund and commodities contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.

 

 

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“Reportable Security” means any stock, bond, future, investment contract or any other instrument that is considered a “Reportable Security” or “Covered Security” under the Investment Company Act. The term “Reportable Security” is very broad and includes items you might not ordinarily think of as “Reportable Securities,” including:

 

  •  

Options on securities, on indexes and on currencies (options on securities defined as one option contract covering 100 shares of stock);

 

  •  

All kinds of limited partnerships;

 

  •  

Foreign unit trusts and foreign mutual funds;

 

  •  

Private investment funds, hedge funds, and investment clubs;

 

  •  

ETF’s, iShares and unit investment trusts; and

 

  •  

Closed-end Funds.

 

    

“Reportable Security” specifically does not include:

 

  •  

Direct obligations of the U.S. Government;

 

  •  

Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt obligations (including repurchase agreements);

 

  •  

Shares issued by money market funds; and

 

  •  

Shares of open-end funds, none of which are Affiliated Funds or Firm Managed Funds.

 

    

Any question as to whether a particular investment constitutes a “Reportable Security” should be referred to the Review Officer.

 

  24.

“Restricted List” is an actively monitored list of Securities being considered for purchase or sale by any equity and/or international Portfolios or funds.

 

  25.

“Review Officer” refers to the personnel, appointed and approved by the TSW Executive Committee to oversee its COE, or a designee appointed by the Chief Compliance Officer. In most cases, the Review Officer will be the CCO or a designee but will vary based on the circumstances.

 

  26.

“Security(ies)” means a security as defined in Section 2(a)(36) of the Investment Company Act and includes any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of

 

 

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  interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

 

  27.

“Supervised Person” means:

 

  •  

Any Manager or officer of the Firm (or other Person occupying a similar status or performing a similar function);

 

  •  

Any other associate of the Firm;

 

  •  

Any other Person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and Control; and

 

  •  

Any temporary worker, consultant, independent contractor, certain Supervised Persons of affiliates of the Firm or any particular Person designated by the Review Officer.

 

 

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Code of Ethics

In accordance with Rule 204A-1 of the Investment Advisers Act of 1940 and with Rule 17j-1 of the Investment Company Act of 1940, as amended, Westfield Capital Management Company, L.P. (“Westfield”) has developed and implemented this Code of Ethics (the “Code”) to set forth standards for business conduct and personal activities. The Code serves many purposes. Among them are to:

 

•  

educate employees of Westfield’s expectations and the laws governing their conduct;

 

•  

remind employees that they are in a position of trust and must act with complete propriety at all times;

 

•  

protect the reputation of Westfield;

 

•  

guard against violations of securities laws;

 

•  

protect Westfield’s clients by deterring misconduct; and

 

•  

establish procedures for employees to follow so Westfield can assess whether employees are complying with our ethical principles.

Key terms used throughout this Code are defined in Appendix A.

Persons Covered by the Code

All permanent Westfield employees are covered under the Code. All employees are deemed an “Access Person”. Compliance will deem an Access Person also as an “Investment Person” if the person makes or participates in making investment recommendations for client accounts. Investment Persons may be required to provide additional information for certain personal activities and may be subject to additional transactional restrictions than non-Investment Persons. At any time, employees may check their status by contacting Compliance.

Temporary employees may be subject to either all or certain provisions within the Code. Compliance may also deem a temporary employee an Access Person.

Waivers to Code

The Chief Compliance Officer (the “CCO”) and the Director of Compliance (the “DOC”) have the authority to grant written waivers of the provisions of this Code in appropriate instances. However, Westfield expects that waivers will be granted only in rare instances. Compliance will document any waivers granted. No waivers shall be granted on any provisions of the Code that are mandated by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Ethical Principles

As a fiduciary for its clients, Westfield owes its clients the utmost duty of loyalty, good faith, and fair dealing. As an employee of Westfield, you are obligated to uphold these important duties. Westfield expects every employee to uphold these principles when acting on behalf of the firm or in any capacity that may affect the firm’s advisory business.    

 

•  

Employees must act with honesty, integrity, and professionalism in all aspects of our business.

 

•  

Employees are to place the interests of Westfield’s clients first, at all times.

 

•  

Employees must not take advantage of their positions or of investment opportunities that would otherwise be available for Westfield’s clients.

 

•  

Employees must treat all information concerning clients (e.g., trading, holdings, investment recommendations, and financial situations) confidential.

 

•  

Employees must exercise independent, unbiased judgment in the investment decision-making process.

Standards of Business Conduct

The following standards govern all conduct, whether or not the conduct is covered by more specific provisions in the Code or other Westfield policies.

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

•  

Employees must comply with applicable federal securities laws.

 

•  

Employees must not:

 

  •  

Defraud any Westfield client in any manner.

 

  •  

Mislead any client, including making a statement that omits material facts or passing along information that is baseless or suspected to be untrue.

 

  •  

Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any client (e.g., creating the false appearance of active trading in client accounts).

 

  •  

Engage in any manipulative practice with respect to any client.

 

  •  

Engage in any manipulative practice with respect to securities, including price or market manipulation. This includes rumor mongering, which is illegal and can lead to allegations of market manipulation.

 

•  

Employees are prohibited from inappropriately favoring the interests of one client over another as it would constitute a breach of fiduciary duty.

 

•  

Employees must not use for their own direct or indirect benefit (or the benefit of anyone other than Westfield’s clients) information about: (a)Westfield’s trading or investment recommendations for client accounts, (b) our relationships with our clients, or (c) our relationships with the brokerage community. Personal securities transactions must be conducted in accordance with applicable provisions in the Code.

 

•  

Employees must comply with the spirit and letter of the Code and other internal policies. Technical compliance with the requirements in the Code or other policies does not insulate you from scrutiny for any actions that can create the appearance of a violation or the appearance that you are circumventing the rules.

 

•  

Employees must avoid any actual or potential conflicts of interest with Westfield’s clients. Employees will be required to complete certifications or questionnaires on such matters. It is the employee’s responsibility to promptly notify Compliance of any changes to their responses.

 

  •  

Employees must ensure that any personal activities (e.g., personal trading) conducted during work hours do not interfere (or appears to interfere) with their daily work.

 

  •  

Employees must disclose any family members who have senior level positions at public or private companies.

 

  •  

Employees must not accept from or give to clients or other business contacts any gifts or business entertainment that would present an actual or potential conflict of interest or would be viewed as improper. (See Westfield’s policy on Gifts and Business Entertainment)

 

  •  

Employees may not recommend, implement, or consider any securities transaction for client accounts without having disclosed any material business or personal relationship (e.g., family member is a senior employee) with or beneficial ownership or other material interest in the issuer or its affiliates, to Compliance. If Compliance deems the disclosed interest to present a material conflict, the employee may not participate in any decision-making process regarding that issuer.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

  •  

Employees must act in the best interest of Westfield’s clients regarding execution and other costs paid by clients for brokerage services. This includes disclosing to Compliance any personal investment in any business or personal (e.g., family member) relationship with brokers utilized by Westfield for client transactions or research services. All employees must strictly adhere to Westfield’s policies and procedures regarding brokerage services, including those on best execution, research services, and directed brokerage.

 

  •  

Employees must disclose to Compliance any personal investments or other interests in third-party service providers if the employees negotiate or make decisions on behalf of the firm with such third-party service providers. If any employee has such an interest, Compliance may prohibit the person from negotiating or making decisions regarding Westfield’s business with those companies.

 

  •  

Employees are prohibited from making referrals to clients (e.g., attorneys, accountants) if the employee will benefit in any way.

Reporting Unethical or Illegal Behavior

If at any time an employee has knowledge of any behavior that might be viewed as unethical, illegal or in violation of internal policies, the employee must report such behavior immediately.

How to Report. To promote employee reporting, while protecting the employee and maintaining their identity in confidence, Westfield offers different methods for reporting.

 

  •  

Contact the CCO and/or DOC

Employees may report actual or suspected violations by contacting the CCO and/or the DOC directly (or the Chief Executive Officer if the suspected violation is by the CCO). Employees are not required to report such matters to their managers before contacting the CCO and/or the DOC.

 

  •  

Report via Westfield’s Whistleblower Hotline

Please call (800) 376-1389. Calls are accessible to the CCO and DOC only. All calls are anonymous. If suspected violation is by the CCO and/or DOC, employees should contact the CEO directly and not leave a message on the whistleblower hotline.

What to Report. Employees should report any: a) noncompliance with applicable laws, rules and regulations, or internal policies such as the Code; b) fraud or illegal acts involving any aspect of the firm’s business; c) material misstatements in regulatory filings, internal books and records, client records or reports, and financial statements; d) activity that is harmful to clients; and e) material deviations from required controls and procedures that safeguard clients and the firm.

Usage of Information Provided. The CCO and/or the DOC will take the steps deemed necessary under the circumstances to investigate relevant facts surrounding the information provided, and to take any appropriate corrective measures. Reporting employees typically will not be notified of any actions the firm is taking in response to their comments.

Guidance. Employees are encouraged to seek guidance from the CCO and/or the DOC with respect to any violation and to refrain from any action or transaction that might lead to the appearance of a violation.

Confidentiality. Any report created shall be treated confidentially. Best efforts will be used to ensure that specific details of the report cannot be used to identify the reporting employee.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Retaliation. No employee who in good faith reports a suspected unethical or illegal business practice will be subject to retaliation or discipline for having done so, even if such reports ultimately establish that no violation had occurred.

SEC Whistleblower Program

Westfield encourages employees to report unethical or illegal behavior to the firm first, but employees also have an option of directly reporting actual or suspected violations to the SEC’s Whistleblower Office. The SEC offers awards and incentives to individuals who voluntarily provide original information that leads to a successful enforcement. There are very specific criteria and procedures that apply when making such a report to the SEC. Regardless of the employee’s reporting method, Westfield will utilize the framework described directly above with regards to reported information.

The SEC encourages individuals to submit information in writing by filling out their questionnaire at https://denebleo.sec.gov/TCRExternal/disclaimer.xhtml. Alternatively, you may submit information by mail to the Office of the Whistleblower at 100 F Street, NE, Mail Stop 5971, Washington, D.C. 20549 or by fax to (703) 813-9322.

Employees have the option to directly report actual or suspected violations to the SEC during and after their employment with Westfield.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Personal Trading

(All references to Access Persons in this section include family members.)

Preclearance Requirement

Access Persons must obtain approval from Compliance prior to entering into any personal securities transactions in a Covered Security for a Covered Account, as defined in Appendix A. Written approval must be received prior to executing any personal security transaction.

With limited exceptions, approvals are valid until 4:00pm on the day they were granted. Approvals for certain transactions (e.g., private offering of securities) may be extended with the CCO’s or the DOC’s permission. In such instances, the approval is valid until either the transaction is executed or revoked by Compliance. Access Persons are responsible for notifying Compliance when the transaction has been either completed or cancelled.

Because Westfield primarily supervises domestic growth equities, certain transactions and securities pose minimal conflicts with our clients. As such, the following securities also are exempt from the preclearance requirement. (Reporting requirements still apply). If a security or transaction is not listed directly below or excluded from the Covered Security definition in Appendix A, then it must be precleared.

 

•  

ETFs and ETNs that are not advised and/or subadvised by Westfield, that are not short the market, a sector, industry, etc.

 

•  

Closed-end mutual funds

 

•  

Gifting or transferring shares from one account to another

 

•  

Municipal bonds

Submitting Preclearance Requests

Preclearance requests for securities transactions should be submitted through the online personal transactions system, StarCompliance (the “personal trading system”). Compliance will set up each Access Person in the system and provide training. It is important that Access Persons not share their passwords with anyone as they are responsible for the information created, modified, and deleted from the system under their login information.

Should an Access Person wish to make a personal security transaction but does not have access to the system, the person must contact a senior member of Compliance for preclearance of the transaction. Compliance will enter the transaction into the system, which will send an approval or denial, via email, to the requestor. It is the Access Person’s responsibility to ensure that the trade information contained in the email confirmation is complete and accurate (i.e., transaction type, shares requested, brokerage account, and security name) prior to entering into the transaction.

Private Offerings

Any requests to enter into private offerings of securities must be first discussed with a senior member of Compliance. At a minimum, Compliance will request a copy of the offering documents, if applicable and available, in order to obtain the security/issuer name, investment amount, and target investment date. If the offering documents are not available, Compliance will accept a written confirmation from the company. Written confirmation should include the security name, investment amount and target investment date. If the transaction is approved, the employee may then submit the preclearance request. Access Persons must receive a written approval (either from the personal trading system or an email from Compliance) before entering into the transaction.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Reviewing Preclearance Requests

Preclearance requests are not reviewed until after 9:30am. Preclearance requests submitted prior to 9:30am will be placed in pending status. Preclearance requests that go into pending after 3:00pm will be reviewed on a best efforts basis. If a response is not received by 4:00pm, Access Persons are not permitted to enter into the trade and must re-enter the preclearance request the following day. Employee must ensure to cancel all limit orders that are not fully executed by 4:00pm each day.

Compliance has full authority to:

 

•  

revoke a preclearance any time after it is granted;

 

•  

require an Access Person to close out or reverse a transaction; and

 

•  

not provide an explanation for a preclearance denial or revocation, especially when the reasons are confidential in nature.

Restrictions to Personal Securities Transactions

The following restrictions and limitations have been placed on personal securities transactions to address actual or possible conflicts arising from personal trading activities.

 

•  

Material, Non-public Information. Access Persons who possess or have been made aware of material, non-public information regarding a security, or the issuer of a security may not engage in any transaction of such security or related security. (See Westfield’s policy on Insider Trading.)

 

•  

Market Manipulation. Access Persons may not engage in any transactions intended to raise, lower, or maintain the price of any security.

 

•  

Market Timing and Excessive Trading. Access Persons must not engage in excessive trading or market timing activities with respect to any mutual fund. When placing trades in any mutual fund, whether the trade is placed directly in a personal account, 401(k) account, deferred compensation account, account held with an intermediary or any other account, Access Persons must comply with the rules set forth in the fund’s prospectus and SAI regarding the frequency and timing of such trades.

 

•  

Transactions with Clients. Access Persons are prohibited from knowingly selling to, or purchasing from, a client any security or other property, except publicly–traded securities issued by such client.

 

•  

Advised and/or Subadvised Funds. Access Persons are prohibited from trading in ETFs and mutual funds that are advised and/or subadvised by Westfield without prior Compliance approval.

 

•  

Transactions Likely to Raise Conflicts with Duties to Clients. Access Persons may not enter into any transactions that: a) may have a negative impact on their attention to their responsibilities to the firm or our clients (e.g., trading frequently in personal accounts), or b) overextend their financial resources or commit them to financial liability that they are unable to meet.

 

•  

Derivatives, Warrants and Rights. Access Persons are prohibited from trading options, forwards, swaps, warrants, rights and any other similar security in their Covered Accounts.

 

•  

Private and Limited Offerings (e.g., IPOs). Typically, if client accounts are participating in a private or limited offering, Access Persons may not participate in the same offering. With prior approval from the CCO and/or DOC, Access Persons may participate alongside client accounts, but the client’s interest will always come first. This includes Access Persons invested in Westfield’s LPs (e.g., Micro-Cap Fund).

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

•  

Short Selling and Short ETFs/ETNs. Access Persons are prohibited from short selling securities in their Covered Accounts. This applies to ETFs/ETNs that are short the market, a sector, industry, etc.

 

•  

30-Day Holding Period. Covered Security investments made in Covered Accounts must be held for a minimum period of 30 calendar days after purchase (day one starts one day after trade date). ETFs and ETNs are not subject to the 30-day holding period.

Investment Team Sales in Covered Securities

All analysts (defined as sector and research analysts) that own securities in their covered accounts that overlap with their sector universe and are owned in a Westfield strategy managed by Westfield’s Investment Committee must hold such security or securities until they have been fully liquidated from all strategies. Once the security is fully liquidated, the analyst may sell their personal shares 5 business days following the last client sale.

All individual portfolio managers that own securities in their covered accounts that overlap with the individual portfolios that they manage, must hold such security or securities until they have been fully liquidated from all client accounts under their management. Once the security is fully liquidated; the portfolio manager may sell their personal shares 5 business days following the last client sale.

The above restrictions do not apply to securities that are held due to client restrictions (e.g., tax considerations, retention for proxy voting, etc.). Any exceptions must be approved by the CCO and/or the DOC. Analysts may continue to trim and/or sell securities for their covered accounts that are not in their sector universe. Portfolio managers may continue to trim/sell securities for their covered accounts that are not held in the portfolios they manage. Any trims/sales will still follow the above personal securities transaction restrictions, front running and blackout periods as applicable.

Front Running and Blackout Periods

Front running is an illegal practice. Access Persons should not enter into a personal security transaction when the Access Person knows, or has reason to believe, that the security or related security: a) has recently been acted upon, b) may in the near future be recommended for action, or c) may in the near future be acted upon by the firm for client accounts.

 

  •  

For Covered Securities that have been traded in client accounts, the blackout period begins five business days before the client trade and ends five business days after the last client trade. If the Covered Security was traded for reasons outside of an investment recommendation (e.g., cash flow, rebalancing/dispersion, etc.), the blackout period begins when the trades are placed on the blotter and ends when the trades have been completed.

 

  •  

For Covered Securities that have been recommended or are “under consideration,” the blackout period begins five business days before the day a security was recommended or placed under consideration and typically ends five business days thereafter. Some securities may remain on the restricted list for longer periods of time. Compliance has full discretion to decide whether a security is restricted and for how long.

 

  •  

ETFs and ETNs that are not advised and/or subadvised by Westfield are not subject to the blackout periods discussed in this section.

New Employees

All new employees will be required to be in compliance with Westfield’s Code within 10 calendar days from their date of hire (e.g., must cover short positions). New employees may also be allowed to continue to hold put and/or call options until they expire. Compliance will review these on a case by case basis.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

New investment team employees will be allowed 10 calendar days to trim/liquidate securities within their sector universe that overlap with a strategy managed by Westfield’s Investment Committee. However, all other provisions within the Code must be followed (e.g., must follow preclearance requirements, blackout periods apply).

Initial 401(k) allocations, including open-end mutual Funds sub-advised or advised by Westfield do not require preclearance.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Reporting Requirements for Personal Securities Transactions

Unless noted in Exemptions in this section, Access Persons must file the reports described below, even if the person has had no holdings, transactions or accounts to list in the reports.

Reports are submitted through the personal trading system, which will track the dates and times of submissions. All submissions will remain confidential and will not be accessible by anyone other than Compliance and to the extent necessary to implement and enforce the provisions of the Code or to comply with regulatory or legal requirements.

Access Persons are responsible for reviewing and verifying the information on all of their reports prior to submission. You must promptly speak with Compliance about any errors, omissions or discrepancies on these reports before they are submitted.

Initial and Annual Holdings Reports. Access Persons must submit a report of their holdings in Covered Securities within 10 days after the day they become an Access Person and on an annual basis thereafter. Initial holdings information should be current as of a date no more than 45 days prior to the employee’s date of becoming an Access Person. Annual holding reports should be as of December 31st and submitted within 30 days after the calendar year end. For each holding, Access Persons must provide: 1) the title and type of security, 2) as applicable, the exchange ticker symbol or cusip number, 3) the number of shares and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership, 4) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit, and 5) the date the access person submits the report.

Quarterly Transaction Reports. Access Persons are required to report Covered Securities transactions for the most recent calendar quarter. Each transaction should indicate: 1) the date of the transaction, the title, and as applicable the exchange ticker symbol or cusip number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved, 2) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), 3) the price of the security at which the transaction was effected, 4) the name of broker, dealer or bank with or through which the transaction was effected, and 5) the date the access person submits the report. Quarterly transaction reports are due within 30 days after the calendar quarter end.

Initial Investment Account Reports. Access Persons must submit brokerage statements for all accounts held for their direct or indirect benefit within 10 days after the day they become an Access Person. Compliance will review these statements and determine if the accounts would fall under ongoing reporting requirements (i.e., a Covered Account). Statements should be dated no later than 45 days prior to the employee becoming an Access Person.

Quarterly Investment Account Reports. Access Persons must certify to a list of their Covered Accounts (as defined in Appendix A). Quarterly account reports are due within 30 days after the calendar quarter end.

Access Persons must notify Compliance of any new and closed Covered Accounts as soon as reasonably possible. Closed accounts will remain active in the personal trading system and will be subject to applicable reporting requirements described above, unless Compliance has been notified otherwise.

Duplicate Statements or Confirms. Duplicate copies of personal transaction confirmations or account statements are required for Covered Accounts. Copies of such documents must be sent directly to Compliance or through an electronic feed into the personal trading system. Employees with accounts set up to receive electronic feeds in the personal trading system are not required to provide paper copies of confirmations or statements as transactions and positions directly feed into the system. If Compliance does not receive the

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

appropriate electronic data or duplicate confirmations and statements, Compliance will request the documents from the Access Person. This requirement does not satisfy the quarterly or annual reporting requirements outlined above.

Private Investments. A confirmation of the investment with the invested dollar amount must be submitted to Compliance promptly after the investment is made.

Exemptions

The following transactions are exempt from the preclearance and/or reporting requirements discussed previously. Access Persons should be reminded that these exemptions do not absolve them from violations of other Westfield policies, applicable laws and regulations, as well as the spirit of the Code.

 

•  

No Knowledge or Control. Transactions where the Access Person has no influence, control or knowledge are exempt from preclearance (e.g., corporate or broker actions).

 

  •  

Subject to Compliance approval, Access Persons can omit any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control.

 

•  

Managed Accounts. Transactions effected in accounts managed by an external financial adviser are exempt from preclearance and reporting requirements. Access Persons may speak to their adviser about their financial goals and objectives, but they are not permitted to consult with their adviser (or be consulted) on any specific security transactions. To qualify for this exemption, Access Persons must:

 

  •  

Have their financial adviser provide an initial written certification to Westfield on the arrangement and/or provide a copy of the managed account agreement with their financial adviser.

 

  •  

Complete certifications quarterly regarding their influence or control over these accounts.

 

  •  

Annually have their financial adviser provide a written certification to Westfield that they did not consult with their adviser on any specific security transactions and that the adviser did not consult with them on any specific security transactions.

 

  •  

If requested, provide Compliance with copies of holdings and/or transactions made in their account(s).

 

•  

529 Plans or College Savings Plans. Transactions in 529 Plans or college savings plans are exempt from preclearance and reporting requirements. (Does not apply to Coverdell ESAs that are invested in Covered Securities.)

 

•  

Automatic Investment Plans. Transactions effected pursuant to an automatic investment plan are exempt from preclearance and reporting requirements.

 

•  

Prior Employer’s Profit Sharing or Retirement Plans. Transactions executed in a prior employer’s profit sharing or retirement plan are exempt from preclearance and reporting. This exemption does not apply to transactions in reportable securities or to any discretionary brokerage account option that may be available from a former employer. Such transactions/accounts are subject to preclearance and reporting requirements.

 

•  

Other. Transactions in securities determined by Compliance to present a low potential for impropriety or the appearance of impropriety may be exempt from transactional restrictions and preclearance/reporting requirements. Compliance will review these on a case-by-case basis.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Administration

Approval and Distribution

Compliance will distribute the Code (either as a stand-alone document or as part of the firm’s Compliance Manual) to all employees during the first week of hire and at least annually thereafter. Employees are required to acknowledge their having received, read, and complied with the Code.

Material amendments or material revisions made to this Code will be approved by the CCO and the Management Committee. Upon approval, the Code will be distributed to all employees shortly thereafter. Immaterial amendments do not require Management Committee approval and will be distributed either with material amendments or during the annual distribution period. Employees may be required to complete appropriate acknowledgements after distribution.

Training and Education

Compliance is responsible for coordinating the training and education of employees regarding the Code. All newly hired employees are required to complete a compliance overview session that includes a review of the Code. They also are required to acknowledge that they have attended the new employee training and have received a copy of the Code (as part of the firm’s Compliance Manual). Temporary or contract employees will be required to sign a confidentiality agreement and attend a compliance overview session.

Employees are required to attend all training sessions and read any applicable materials that Compliance deems appropriate. On occasion, it may be necessary for certain departments or individuals to receive additional training. Should this be the case, a member of Compliance will coordinate with the appropriate department managers to discuss particular topics and concerns to address at the training session.

Personal Transactions Monitoring

On at least a quarterly basis, a member of Compliance will review and monitor required reports for conformity with all applicable provisions outlined in the personal trading section. Each member of the Compliance Department will review and monitor each other’s reports as required by the Code.

Annual Review of Code

The CCO and/or the DOC will review, at least annually, the adequacy of the Code and the effectiveness of its implementation. Such results are usually recorded in the firm’s annual testing program.

Reports to Management Committee

At least annually, the CCO will report material Code matters to Westfield’s Management Committee. On occasion, the CCO will also report immaterial items to the Management Committee in order to keep them informed of Code matters.

Recordkeeping Requirements

Westfield will maintain the following records in a readily accessible place for a period of not less than seven years.

 

•  

A copy of each Code that is in effect, or at any time within the past seven years;

 

•  

A record of any violation of the Code, and of any action taken as a result of the violation, for seven years after the end of the fiscal year in which the violation occurred;

 

•  

A copy of each report and acknowledgement made under the Code for the past seven years after the end of the fiscal year in which the report is made or information is provided;

 

•  

A list of names of persons, currently or within the past seven years, who are or were Access Persons or Investment Persons;

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

•  

A record of any decision, and the reasons supporting the decision, for approving the acquisition of IPOs and limited offerings for at least seven years after the end of the fiscal year in which the approval was granted; and

 

•  

A record of any granted waivers or exceptions, and supporting reasons, to any provisions of the Code.

Violations and Sanctions

Westfield treats violations of the Code (including violations of the spirit of the Code) very seriously. If an employee violates either the letter or the spirit of this Code, Westfield may impose disciplinary actions or fines, or it may make a civil or criminal referral to appropriate regulatory entities (Refer to Appendix B for the sanctions table). Code violations become a part of the employee’s employment history at Westfield. Multiple violations within a 12-month period will be reported to Human Resources and appropriate supervisors or managers. Employees should always consult with the CCO and/or the DOC if they are in doubt of any of the requirements or restrictions in the Code.

A senior member of Compliance will notify employees of any discrepancy between their personal activities and the rules outlined in this Code. Each violation and the circumstances surrounding each violation will be reviewed by a senior member of Compliance. Based on the review, a senior member of Compliance will determine whether the policies established in this Code have been violated, and whether any action should be taken. The CCO and/or the DOC will determine appropriate sanctions (in accordance with Westfield’s sanctions guidelines). Once the sanction has been approved, Compliance will notify the employee. Compliance has the discretion of reporting material Code matters to the Operations & Risk Management Committee and/or the Management Committee.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Appendix A: Glossary of Terms

Access Person is any Westfield employee or non-employee who meets at least one of the following conditions:

 

•  

is an officer, director, or partner

 

•  

has access to nonpublic information about client purchases or sales of securities

 

•  

makes or participates in making investment recommendations to clients

 

•  

has access to client investment recommendations that are non-public

 

•  

has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds

Beneficial Interest generally refers to the opportunity, directly or indirectly, to profit or share in any profit.

Business Day refers to every official Westfield working day of the week.

Client Account refers to any account over which Westfield has been granted authority to purchase and/or sell securities on the client’s behalf.

Covered Account refers to any investment account over which an Access Person:

 

  a.

has direct or indirect beneficial interest; or

 

  b.

exercises investment control, meaning he or she actually provides input into or makes the security buy and/or sell decisions for the account. The account does not need to be in an Access Person’s name; if an Access Person has either joint or sole investment control over an account, it may be considered a Covered Account.

Covered Security refers to any security or fund that does not fall under one of the following exceptions:

 

•  

Direct obligations of the Government of the United States (e.g., treasury bills, treasury bonds, U.S. savings bonds);

 

•  

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

 

•  

Shares issued by money market funds;

 

•  

Shares issued by open-end mutual funds that are not sub-advised or advised by Westfield;

 

•  

Shares issued by unit investment trusts (“UITs”) that are invested exclusively in one or more open-end mutual funds, none of which are sub-advised or advised by Westfield.

Employee means all Westfield personnel who are not hired on a temporary or contract basis.

Family member refers to a spouse, children, step-children, grandchildren, parents, step-parents, grandparents, domestic partners, siblings, parents-in-law, children-in-law, as well as adoptive relationships sharing the same household.

Investment Person means any Access Person who makes or participates in making investment recommendations for client accounts.

Reportable Fund means any pooled fund, regardless of whether it is offered publicly or privately, for which Westfield serves as adviser or sub-adviser. This includes Westfield limited partnerships.

Short Selling means selling a security that is not owned in the account.

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Appendix B: Sanctions Guidelines

Sanctions can be more or less than what is indicated in the table below. Sanctions such as disgorgement of profits (gross of any taxes or transaction costs) and reversal of trades may be considered in addition to or instead of the sanctions indicated in the table below, In recommending sanctions, Compliance will:

 

  •  

Consider an employee’s role and responsibilities, past trading history, facts and circumstances around the violation and other applicable factors

 

  •  

Impose the highest of all applicable sanctions, if a violation falls within more than one category or if multiple violations occur on the same day

 

  •  

Review violations not listed in the table on a case-by-case basis

 

  •  

Consult with the Management Committee or Operations & Risk Management Committee members, if needed

 

Violation

   

Management and Investment Committee,
Research  Analysts, Partners, Traders, Directors

   

All Other Employees

Late Reporting or Certification

 

All listed fines are per day after due date and per report or certification

   

First Offense: $500

 

Second Offense: $750 and suspension of personal securities transaction rights (up to 6 months)

 

Subsequent Offense: $1,500 and suspension of personal securities transaction rights (up to 12 months)

   

First Offense: $100

 

Second Offense: $200 and suspension of personal securities transaction rights (up to 3 months)

 

Subsequent Offense: $300 and suspension of personal securities transaction rights (up to 6 months)

Failure to Preclear

(includes trading more shares then were precleared)

   

First Offense: $2,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Second Offense: $5,000 per transaction and suspension of personal securities transaction rights for 3 months

 

Subsequent Offense: $10,000 per transaction and suspension of personal securities transaction rights for 12 months

   

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction and suspension of personal securities transaction rights for 30 days

 

Subsequent Offense: $2,500 per transaction and suspension of personal securities transaction rights for 6 months

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022

Code of Ethics

 

Market Timing    Termination of employment and civil or criminal referral    Termination of employment and civil or criminal referral
Failure to Make Accurate or Complete Reports    Monetary fines starting at $5,000; suspension of personal securities transaction rights; possible termination of employment    Monetary fines starting at $1,000; suspension of personal securities transaction rights; possible termination of employment
Front Running    $2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment    $2,500 per transaction; temporary or permanent suspension of personal securities transaction rights; possible termination of employment
30-day Holding Period   

First Offense: 2,000 per transaction

 

Second Offense: $5,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $7,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

   

First Offense: $500 per transaction

 

Second Offense: $1,000 per transaction; suspension of personal transaction rights (up to 6 months)

 

Subsequent Offense: $2,500 per transaction; suspension of personal securities transaction rights (up to 12 months)

 

Westfield Capital Management Company, L.P.

Date Approved: 05/13/2022