As filed with the Securities and Exchange Commission on March 31, 2023.
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. 86 ☒
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 87 ☒
(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. 86 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. 86 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. 86 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. 86 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 Incorporated by Reference 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)(4)(i) Amendment No. 1, dated November 4, 2022, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Allspring Global Investments, LLC, dated June 15, 2021 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (d)(4)(i) 3/31/2023
(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

 

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)(6)(i) Amended and Restated Subadvisory Agreement, dated April 26, 2018, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc. Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (d)(6)(i) 4/27/2018
(d)(6)(ii) Sub-Subadvisory Agreement, dated April 26, 2018, between BlackRock Financial Management, Inc. and BlackRock International Limited Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #62 on Form N-1A (d)(6)(ii) 4/27/2018
(d)(7) Subadvisory Agreement, dated 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)(9)(iii) Amendment No. 3, as of November 4, 2022, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016 and September 20, 2017, between Columbia Management Investment Advisers, LLC and Massachusetts Financial Services Company Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (d)(9)(iii) 3/31/2023

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(d)(10) 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
(d)(10)(iii) Amendment No. 3, as of November 4, 2022, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016 and March 27, 2018, between Columbia Management Investment Advisers, LLC and Morgan Stanley Investment Management, Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (d)(10)(iii) 3/31/2023
(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) 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)(i) 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)(ii) 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

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(d)(13)(iii) Amendment No. 2, dated November 4, 2022, to the Subadvisory Agreement, dated March 17, 2020, as amended January 26, 2021, between Columbia Management Investment Advisers, LLC and Schroder Investment Management North America Inc. Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (d)(13)(iii) 3/31/2023
(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
(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. Incorporated by Reference 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. Incorporated by Reference 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

 

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)(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 November 4, 2022, between Columbia Management Investment Advisers, LLC and Thompson, Siegel & Walmsley LLC Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (d)(18) 3/31/2023
(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
(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

 

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)(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
(d)(23)(ii) Amendment No. 2, as of December 15, 2022, to the Subadvisory Agreement, dated March 19, 2019, as amended March 22, 2021, between Columbia Management Investment Advisers, LLC and William Blair Investment Management, LLC Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (d)(23)(ii) 3/31/2023
(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. Incorporated by Reference 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
(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

 

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)(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 Incorporated by Reference 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
(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

 

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)(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 27, 2022 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #400 on Form N-1A (h)(9) 11/22/2022
(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 July 1, 2022, to the Master Inter-Fund Lending Agreement dated May 1, 2018 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #395 on Form N-1A (h)(10)(i) 7/18/2022

 

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
(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
(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. Incorporated by Reference 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 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #85 on Form N-1A (n) 10/31/2022

 

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
(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 November 2022 Incorporated by Reference Columbia ETF Trust I 333-209996 Post-Effective Amendment #29 on Form N-1A (p)(2) 12/16/2022
(p)(3) Allspring Global Investments, LLC Code of Ethics Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(3) 3/31/2023
(p)(4) American Century Investment Management, Inc. Code of Ethics, updated December 14, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(4) 3/31/2023
(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 July 21, 2022 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #400 on Form N-1A (p)(18) 11/22/2022
(p)(9) Massachusetts Financial Services Company Code of Ethics, effective December 8, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(9) 3/31/2023
(p)(10) Morgan Stanley Investment Management Inc. Code of Ethics, effective December 15, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(10) 3/31/2023
(p)(11) Principal Global Investors, LLC Code of Ethics as of October 1, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(11) 3/31/2023
(p)(12) Pzena Investment Management, LLC Code of Ethics revised July 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(12) 3/31/2023
(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 December 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(14) 3/31/2023
(p)(15) Segall Bryant & Hamill, LLC Code of Ethics, effective March 2022 Incorporated by Reference 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 Incorporated by Reference 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 October 10, 2022 Filed Herewith Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #86 on Form N-1A (p)(17) 3/31/2023

 

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)(18) Thompson, Siegel & Walmsley LLC Code of Ethics, updated March 25, 2022 Incorporated by Reference 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 Incorporated by Reference 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
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

 

Name and
Principal Business Address* 		  Position and Offices
with Principal Underwriter 		  Positions and Offices with Registrant
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), 1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203;
■ Registrant’s subadviser, American Century Investment Management, Inc., 4500 Main Street, Kansas City, MO 64111-7709;
■ Registrant’s subadviser, BlackRock Financial Management, Inc., 50 Hudson Yards, New York, NY 10001;
■ 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, 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, SS&C GIDS, Inc., 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, 2023.
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 March, 2023.
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 March, 2023.
Signature Capacity Signature Capacity
/s/ Daniel J. Beckman Trustee and President
(Principal Executive Officer) 		/s/ Patricia M. Flynn* Trustee
Daniel J. Beckman Patricia M. Flynn
/s/ Michael G. Clarke* Chief Financial Officer,
Principal Financial Officer
and Senior Vice President 		/s/ Brian J. Gallagher* Trustee
Michael G. Clarke Brian J. Gallagher
/s/ Joseph Beranek* Treasurer, Chief
Accounting Officer
(Principal Accounting Officer) and Principal Financial Officer 		/s/ Douglas A. Hacker* Trustee
Joseph Beranek Douglas A. Hacker
/s/ Pamela G. Carlton* Chair of the Board /s/ Nancy T. Lukitsh* Trustee
Pamela G. Carlton 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/ Catherine James Paglia* Trustee
Kathleen A. Blatz Catherine James Paglia
/s/ Janet Langford Carrig* Trustee /s/ Natalie A. Trunow* Trustee
Janet Langford Carrig Natalie A. Trunow
/s/ J. Kevin Connaughton* Trustee /s/ Sandra L. Yeager* Trustee
J. Kevin Connaughton Sandra L. Yeager
/s/ Olive M. Darragh* Trustee    
Olive M. Darragh    
    
* 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, 2023.

 

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, 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, 2023

[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

 

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

 

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
(d)(4)(i) Amendment No. 1, dated November 4, 2022, to the Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Allspring Global Investments, LLC, dated June 15, 2021
(d)(9)(iii) Amendment No. 3, as of November 4, 2022, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016 and September 20, 2017, between Columbia Management Investment Advisers, LLC and Massachusetts Financial Services Company
(d)(10)(iii) Amendment No. 3, as of November 4, 2022, to the Subadvisory Agreement, dated April 8, 2010, as amended February 10, 2016 and March 27, 2018, between Columbia Management Investment Advisers, LLC and Morgan Stanley Investment Management, Inc.
(d)(13)(iii) Amendment No. 2, dated November 4, 2022, to the Subadvisory Agreement, dated March 17, 2020, as amended January 26, 2021, between Columbia Management Investment Advisers, LLC and Schroder Investment Management North America Inc.
(d)(18) Subadvisory Agreement, dated November 4, 2022, between Columbia Management Investment Advisers, LLC and Thompson, Siegel & Walmsley LLC
(d)(23)(ii) Amendment No. 2, as of December 15, 2022, to the Subadvisory Agreement, dated March 19, 2019, as amended March 22, 2021, between Columbia Management Investment Advisers, LLC and William Blair Investment Management, LLC
(p)(3) Allspring Global Investments, LLC Code of Ethics
(p)(4) American Century Investment Management, Inc. Code of Ethics, updated December 14, 2022
(p)(9) Massachusetts Financial Services Company Code of Ethics, effective December 8, 2022
(p)(10) Morgan Stanley Investment Management Inc. Code of Ethics, effective December 15, 2022
(p)(11) Principal Global Investors, LLC Code of Ethics as of October 1, 2022
(p)(12) Pzena Investment Management, LLC Code of Ethics revised July 2022
(p)(14) Scout Investments, Inc. Code of Ethics, effective December 2022
(p)(17) TCW Investment Management Company LLC Code of Ethics, dated October 10, 2022

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

This Amendment No. 1 (the “Amendment”), made and entered into as of November 4, 2022, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Allspring Global Investments, LLC, a Delaware limited liability company (“Subadviser”), dated June 15, 2021 (the “Agreement”).

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.

 

  2.

Notices. Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following:

In the case of Subadviser:

Allspring Global Investments, LLC

525 Market Street, 12th Floor

San Francisco, CA 94105

Attn: Client Administration

Email: Allspring.ClientAdministration@Allspring-global.com

with a copy to:

Allspring Global Investments, LLC

100 Heritage Reserve

Menomonee Falls, WI 53051

Attn: Client Administration

Email: Allspring.ClientAdministration@Allspring-global.com

In the case of Investment Manager:

David Weiss

Global Head of Multi-Manager Solutions

Ameriprise Financial, Inc.

290 Congress Street

Document Number: 364926

 

Boston, MA 02210

Tel: (617) 385-9606

Email: David.Weiss@columbiathreadneedle.com

with a copy to:

Ryan C. Larrenaga

Vice President and Chief Counsel

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel: (617) 385-9536

Email: RYAN.C.LARRENAGA@columbiathreadneedle.com

 

  3.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

Document Number: 364926

 

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

     Allspring Global Investments, LLC
By:  

/s/ David Weiss

     By:  

/s/ Anthony Reading-Brown

  Signature       Signature
Name:  

David Weiss

     Name:  

Anthony Reading-Brown

  Printed       Printed
Title:  

Assistant Secretary

     Title:  

VP, Head of Contract Administration

Document Number: 364926

 

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

Date:    November 1, 2022

Document Number: 364926

 

AMENDMENT NO. 3

TO THE SUBADVISORY AGREEMENT

This Amendment No. 3 (the “Amendment”), made and entered into as of November 4, 2022, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Massachusetts Financial Services Company, a Delaware corporation (“Subadviser”), dated April 8, 2010, as amended February 10, 2016 and September 20, 2017 (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.

 

  2.

Notices. Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following:

In the case of Subadviser:

Massachusetts Financial Services

Company Attn: Legal Department

111 Huntington Avenue

Boston, MA 02199

Email: InstitutionalClientService@mfs.com

In the case of Investment Manager:

David Weiss

Global Head of Multi-Manager Solutions

Ameriprise Financial, Inc.

290 Congress Street Boston, MA 02210

Tel:    (617) 385-9606

Email: David.Weiss@columbiathreadneedle.com

Document Number: 365080

with a copy to:

Ryan C. Larrenaga

Vice President and Chief Counsel

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel:    (617) 385-9536

Email: RYAN.C.LARRENAGA@columbiathreadneedle.com

 

  3.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

Document Number: 365080

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

     Massachusetts Financial Services Company
By:  

/s/ David Weiss

     By:  

/s/ Carol Geremia

  Signature       Signature
Name:  

David Weiss

     Name:  

Carol Geremia

  Printed       Printed
Title:  

Assistant Secretary

     Title:  

President and Head of Global Distribution

Document Number: 365080

 

AMENDMENT NO. 3

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

Date:    November 1, 2022

Document Number: 365080

 

AMENDMENT NO. 3

TO THE SUBADVISORY AGREEMENT

This Amendment No. 3 (the “Amendment”), made and entered into as of November 4, 2022, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC), a Minnesota limited liability company (“Investment Manager”) and Morgan Stanley Investment Management Inc., a Delaware corporation (“Subadviser”), dated April 8, 2010 as amended February 10, 2016 and March 27, 2018 (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.

 

  2.

Notices. Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following:

In the case of Subadviser:

Morgan Stanley Investment Management Inc.

1633 Broadway, 29th Floor

New York, NY 10019

Attn: General Counsel – 29th Floor

Email: cg-legalt3@morganstanley.com

with a copy to:

MSIM Inc.

522 Fifth Avenue 5th Floor

New York, NY 10036

Attn: Client Services

Email: fundgovernance@morganstanley.com

Document Number: 365069

 

In the case of Investment Manager:

David Weiss

Global Head of Multi-Manager Solutions

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel:    (617) 385-9606

Email: David.Weiss@columbiathreadneedle.com

with a copy to:

Ryan C. Larrenaga

Vice President and Chief Counsel

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel:    (617) 385-9536

Email: RYAN.C.LARRENAGA@columbiathreadneedle.com

 

  3.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

Document Number: 365069

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

     Morgan Stanley Investment Management Inc.
By:  

/s/ David Weiss

     By:  

/s/ Anton Kuzmanov

  Signature       Signature
Name:  

David Weiss

     Name:  

Anton Kuzmanov

  Printed       Printed
Title:  

Assistant Secretary

     Title:  

Managing Director

Document Number: 365069

 

AMENDMENT NO. 3

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

Date:    November 1, 2022

Document Number: 365069

 

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

This Amendment No. 2 (the “Amendment”), made and entered into as of November 4, 2022, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Schroder Investment Management North America Inc., a Delaware corporation (“Subadviser”), dated March 17, 2020, as amended January 26, 2021 (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.

 

  2.

Notices. Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following:

In the case of Subadviser:

Legal Department

Schroder Investment Management North America Inc.

7 Bryant Park

New York, NY 10018-3706

Email: USLegal@Schroders.com

In the case of Investment Manager:

David Weiss

Global Head of Multi-Manager Solutions

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel:    (617) 385-9606

Email: David.Weiss@columbiathreadneedle.com

Document Number: 365084

with a copy to:

Ryan C. Larrenaga

Vice President and Chief Counsel

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel:    (617) 385-9536

Email: RYAN.C.LARRENAGA@columbiathreadneedle.com

 

  3.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

Document Number: 365084

 

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

 

Columbia Management Investment

Advisers, LLC

     Schroder Investment Management North America Inc.
By:  

/s/ David Weiss

     By:  

/s/ Jennifer Horne

  Signature       Signature
Name:  

David Weiss

     Name:  

Jennifer Horne

  Printed       Printed
Title:  

Assistant Secretary

     Title:  

Head of Client Relationship Management

      By:  

/s/ William Sauer

        Signature
      Name:  

William Sauer

        Printed
      Title:  

Head of Operations

Document Number: 365084

 

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

Date:    November 1, 2022

Document Number: 365084

 

Document Number: 365160

 

SUBADVISORY AGREEMENT

Agreement made as of the 4th day of November, 2022 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Thompson, Siegel & Walmsley LLC, a Delaware limited liability company (“Subadviser”).

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

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

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is January 23, 2023.

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

 

1.

Subadviser’s Duties.

 

  (a)

Portfolio Management. Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

 

  (i)

Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager, although Investment Manager may consult with Subadviser from time to time regarding the filing of claims in class action settlements.

 

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Document Number: 365160

 

  (ii)

Investment Limits. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

 

  (iii)

Portfolio Transactions.

 

  (A)

Trading. With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker to borrow a security is favorable.

 

2 | Page          

Document Number: 365160

 

  (B)

Aggregation of Trades. Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

 

  (C)

Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

 

  (iv)

Records and Reports. Subadviser (a) shall maintain such books and records for such time periods as are required of a Securities and Exchange Commission (“SEC”)-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

 

  (v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.

 

  (vi)

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

 

3 | Page          

Document Number: 365160

 

  (b)

Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

 

  (c)

Maintenance of Records. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

 

  (d)

Insurance and Code of Ethics. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

 

4 | Page          

Document Number: 365160

 

  (e)

Confidentiality. Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the disclosing party provides (to the extent permitted under applicable law) the non-disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

 

5 | Page          

Document Number: 365160

 

  (f)

Cooperation. As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim.

 

2.

Investment Manager’s Duties. Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

 

3.

Documents Provided to Subadviser. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements regarding changes to Subadviser, its services to the Fund or investment policies and strategies, if any.

 

4.

Compensation of Subadviser. For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or

 

6 | Page          

Document Number: 365160

 

  terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

 

5.

Expenses. Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that counsel to the Fund deems to require disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

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

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

 

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Document Number: 365160

 

6.

Representations of Subadviser. Subadviser represents and warrants as follows:

 

  (a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (3) in the event the SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (4) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

 

  (b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

 

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Document Number: 365160

 

  (c)

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

 

  (d)

Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

 

7.

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

 

  (a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

 

  (b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

 

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Document Number: 365160

 

  (c)

The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets.

 

  (d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

 

  (e)

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

 

8.

Liability and Indemnification.

 

  (a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund

 

10 | Page          

Document Number: 365160

 

  by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

 

  (b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

 

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Document Number: 365160

 

  (c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

 

9.

Duration and Termination.

 

  (a)

Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

 

12 | Page          

Document Number: 365160

 

  (b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

 

  (c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement.

 

10.

Subadviser’s Services Are Not Exclusive. Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

 

11.

References to Subadviser. Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in accordance with the terms described herein and the right to display Subadviser’s logo on Investment Manager’s website. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, screenshot images (with respect to the display of

 

13 | Page          

Document Number: 365160

 

  Subadviser’s logo on Investment Manager’s website) or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

 

12.

Notices. Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication:

In the case of Subadviser:

 

                                                     

                                                     

                                                     

                                                     

Tel: ______________________

Fax: ______________________

Email: ____________________

with a copy to:

 

                                                     

                                                     

                                                     

                                                     

                                                     

Tel: ______________________

Fax: ______________________

Email: ____________________

In the case of Investment Manager:

David Weiss

Global Head of Multi-Manager Solutions

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210 Tel: (617) 385-9606

Email: David.Weiss@columbiathreadneedle.com

 

14 | Page          

Document Number: 365160

 

with a copy to:

Ryan C. Larrenaga

Vice President and Chief Counsel

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel: (617) 385-9536

Email: RYAN.C.LARRENAGA@columbiathreadneedle.com

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

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

 

13.

Amendments. This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

 

14.

Assignment. No assignment (as defined in the 1940 Act, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

 

15.

Governing Law. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control. The Investment Manager and Subadviser hereby consent to the jurisdiction of a state OR federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Investment Manager and the Subadviser arising out of this Agreement shall be brought exclusively in the state OR federal courts of the Commonwealth of Massachusetts. The Investment Manager and Subadviser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which either party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

 

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Document Number: 365160

 

16.

Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

 

17.

Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

18.

Interpretation. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

 

19.

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

 

20.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

 

21.

No Third-Party Beneficiaries. The Fund is intended to be a third-party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

 

16 | Page          

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

 

Columbia Management Investment

Advisers, LLC

    Thompson, Siegel & Walmsley LLC

 

By:   

/s/ David Weiss

                            By:   

/s/ W. Winborne Boyles

   Signature          Signature
Name:   

David Weiss

       Name:   

W. Winborne Boyles

   Printed          Printed
Title:   

Assistant Secretary

       Title:   

Chief Compliance Officer

 

17 | Page          

Document Number: 365160

 

SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

 

18 | Page          

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

This Amendment No. 2 (the “Amendment”), made and entered into as of December 15, 2022, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and William Blair Investment Management, LLC, a Delaware limited liability company (“Subadviser”), dated March 19, 2019, as amended March 22, 2021 (the “Agreement”).

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

 

  1.

Notices. Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following:

In the case of Subadviser:

Dan Zelazny

Head of Financial Institutions & National Accounts

150 Riverside Plaza

Chicago, IL 60606

Ph. (312) 801-7752

Email: dzelazny@williamblair.com

with a copy to:

Deputy General Counsel - IM

150 Riverside Plaza

Chicago, IL 60606

In the case of Investment Manager:

David Weiss

Global Head of Multi-Manager Solutions

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel: (617) 385-9606

Email: David.Weiss@columbiathreadneedle.com

with a copy to:

 

Document Number: 365268

Ryan C. Larrenaga

Vice President and Chief Counsel

Ameriprise Financial, Inc.

290 Congress Street

Boston, MA 02210

Tel: (617) 385-9536

Email: RYAN.C.LARRENAGA@columbiathreadneedle.com

 

  2.

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

 

  3.

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

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

 

Document Number: 365268

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       William Blair Investment Management, LLC
By:   

/s/ David Weiss

       By:   

/s/ Doug Kryscio

   Signature          Signature
Name:   

David Weiss

       Name:   

Doug Kryscio

   Printed          Printed
Title:   

Assistant Secretary

       Title:   

Partner

 

Document Number: 365268

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[SCHEDULE LISTING FUND AND FEE RATE OMITTED]

 

Document Number: 365268

LOGO

Allspring Code of Ethics

Purpose/Background/Scope

Allspring Global Investments (“Allspring”) has adopted this Code pursuant to Rule 17j-1 under the 1940 Act, Financial Industry Regulatory Authority (“FINRA”) Rules 3110, 3210, 3280, and Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder. This Code establishes standards of business conduct and outlines the policies and procedures that Reporting Persons (as defined in Appendix A) must follow to prevent fraudulent, manipulative or improper practices or transactions. This Code is maintained and enforced by the Allspring Chief Compliance Officer (“CCO”), the Code of Ethics Team Manager (“Code Manager”), and the Code of Ethics Team (“Code Team”) within Allspring.

This Allspring Code of Ethics (the, or this “Code”) applies to employees, directors, and officers of the following entities, which entities may be referred to collectively herein as “Allspring”:

 

  •  

Allspring Global Investments, LLC (“Allspring Investments”), a Securities and Exchange Commission (“SEC”) registered investment adviser based in San Francisco, California.

 

  •  

Allspring Global Investments (UK) Limited (“Allspring UK”), an SEC and FCA registered investment adviser based in London, England.

 

  •  

Allspring Funds Management, LLC (“Allspring Funds Management”), an SEC registered investment adviser that is a wholly owned subsidiary of Allspring Global Investments Holdings, LLC primarily based in San Francisco, California.

 

  •  

Allspring Funds Distributor, LLC (“the Distributor” or “Allspring Funds Distributor”), a limited purpose broker-dealer, registered with and regulated by Financial Industry Regulatory Authority (“FINRA”) and the SEC that is a wholly owned subsidiary of Allspring Global Investments Holdings, LLC primarily based in San Francisco, California.

 

  •  

Allspring Global Investments Luxembourg S.A. (“Allspring Luxembourg”), is a Luxembourg management company authorized by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”) pursuant to chapter 15 of the Law of 17 December 2010 relating to undertakings for collective investment, as may be amended from time to time (“Law of 2010”), managing Undertakings for Collective Investment in Transferable Securities (“UCITS”) governed by Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as may be amended from time to time (“UCITS Directive”).

 

  •  

Galliard Capital Management, LLC, an SEC registered investment advisor, in connection with the investment advisory services provided to institutional clients, collective investment trusts and certain investment portfolios of registered investment companies.

 

  •  

Allspring Global Investments (Singapore) Pte Ltd. a Capital Markets Security License under the Securities Futures Act with the Monetary Authority of Singapore (“MAS”).

 

  •  

Allspring Global Investments (Hong Kong) Limited Type 1 and Type 4 license with the Securities and Futures Commission (“SFC”) of Hong Kong.

 

  •  

Allspring Global Investments (Japan) Limited is regulated by the Financial Services Agency (“FSA”).

LOGO

 

Policy Description

1. Overview

1.1 Code of Ethics

Allspring has adopted this Code pursuant to Rule 17j-1 under the 1940 Act, Financial Industry Regulatory Authority (“FINRA”) Rules 3110, 3210, 3280, and Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder. This Code establishes standards of business conduct and outlines the policies and procedures that Reporting Persons (as defined in Appendix A) must follow to prevent fraudulent, manipulative or improper practices or transactions. This Code is maintained and enforced by the Allspring Chief Compliance Officer (“CCO”), the Code of Ethics Team Manager (“Code Manager”), and the Code of Ethics Team (“Code Team”) within Allspring. Note: See the Definitions located in Appendix A for definitions of capitalized terms that are not otherwise defined in the Code.

1.2 Standards of Business Conduct

Reporting Persons must always observe the highest standards of business conduct and follow all applicable laws and regulations. Reporting Persons may never:

 

  •  

Use any device, scheme or artifice to defraud a client;

 

  •  

Make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact;

 

  •  

Engage in any act, practice or course of business that would defraud or deceive a client;

 

  •  

Engage in any manipulative practice with respect to a client;

 

  •  

Engage in any inappropriate trading practices, including price manipulation; or

 

  •  

Engage in any transaction or series of transactions that may give the appearance of impropriety.

This Code does not attempt to identify all possible fraudulent, manipulative or improper practices or transactions, and literal compliance with each of its specific provisions will not shield Reporting Persons from liability for personal trading or other conduct that violates a fiduciary duty to clients.

1.3 Applicability of this Code of Ethics

“Reporting Persons” are subject to all provisions of this Code, except for Section 2.5.B. “Investment Professionals” are subject to all provisions of this Code, including Section 2.5.B. Please refer to Appendix A for the definitions of these terms. If you have any questions regarding whether you are a Reporting Person or an Investment Professional, please contact the Code Manager or Code Team.

Compliance maintains a shared mailbox (COE@allspring-global.com) for requests, assistance, and ad-hoc issues.

Important Note: All references to “Reporting Persons” and “Investment Professionals” in the guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members (as defined in Appendix A) of such persons. “You” or “your” should be interpreted to refer, as the context requires, to Reporting Persons or Investment Professionals and/or the Immediate Family Members of such persons.

1.4 Reporting Person Duties

As a Reporting Person, you are expected to:

 

  •  

Be ethical;

 

  •  

Act professionally;

 

2

LOGO

 

  •  

Exercise independent judgment;

 

  •  

Comply with all applicable Federal Securities Laws;

 

  •  

Avoid, mitigate or appropriately resolve conflicts of interest, and situations which create the perception of a conflict of interest. A conflict of interest exists when financial or other incentives motivate a Reporting Person to place their or Allspring’s interest ahead of an Allspring client. For more information on conflicts of interest, see the Allspring Conflicts of Interest Policy and Section 2.1 of this Code;

 

  •  

Promptly report violations or suspected violations of the Code and/or any Allspring compliance policy to the relevant CCO or Allspring Compliance Department; and

 

  •  

Cooperate fully, honestly and in a timely manner with any relevant CCO or Allspring Compliance Department investigation or inquiry.

Reporting Persons are required to submit all requests and reports to the Code Team via the FIS Protegent PTA (“PTA”) transaction monitoring system (“TMS”).

In addition to PTA, Reporting Persons can utilize the shared Compliance mailbox (COE@allspring-global.com) for requests, assistance and ad-hoc issues.

Training for PTA will be provided to Reporting Persons by the Code Team.

Outside Business Activity requests require approval prior to starting the activity. Requests are submitted through Protegent PTA. All reporting persons that are associated with Allspring Funds Distributor must follow the reporting requirements through RegEd (regulatory education system).

All Reporting Persons, as a condition of employment, must acknowledge in writing (or electronically) receipt of this Code and certify, within 30 calendar days of becoming subject to the Code and annually thereafter, that they have read, understand, and will comply with the Allspring Code. Violations of the Code may result in disciplinary actions, including disgorgement, fines and even termination, as determined by the Code Manager and/or senior management.

In addition to this Code, Reporting Persons must comply with separate personal conduct policies (located on Allspring Connect) regarding the following:

 

  •  

Allspring Conflicts of Interest and Outside Business Activities Policy;

 

  •  

Allspring Firewall Compliance Policy;

 

  •  

Allspring Information Barriers & Non-Public Information Compliance Policy;

 

  •  

Allspring Gifts and Entertainment Policy; and

 

  •  

Allspring Political Contributions and Solicitation of Contributions and Payments Policy.

All Reporting Persons must disclose if they or an Immediate Family Member (i) have a beneficial financial interest in, or (ii) act as a proprietor, partner, member, director, trustee, officer, employee or consultant of an Allspring competitor, vendor, service provider, broker, intermediary or client, or a company seeking to become one.

All Reporting Persons must disclose if they or an Immediate Family Member (i) have a beneficial financial interest in, or (ii) act as a proprietor, partner, member, director, trustee, officer, or employee with access to material non-public information of a company or organization with publicly-traded debt or equity.

The Code and your fiduciary obligations generally require you to put the interests of Allspring clients ahead of your own. The Code Manager and/or any relevant CCO may review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety. Note: See Appendix B for Relevant Compliance Department Staff list.

 

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1.5 Reporting Persons’ Obligation to Report Violations

Reporting Persons are expected to report any concerns regarding ethical business conduct, suspected or actual violations of the Code, or any non-compliance with applicable laws, rules, or regulations to the Code Manager or to a member of the Allspring Compliance Department.

Reporting Persons may instead contact the Ethics Line where a report can be made anonymously. Reports will be treated confidentially to the extent reasonably possible and will be investigated promptly and appropriately. No retaliation may be taken against a Reporting Person for providing information in good faith about such violations or concerns.

Examples of violations or concerns that Reporting Persons are expected to report include, but are not limited to:

 

  •  

Fraud or illegal acts involving any aspect of our business;

 

  •  

Concerns about accounting, auditing, or internal accounting control matters;

 

  •  

Material misstatements in reports;

 

  •  

Any activity that is prohibited by the Code; and

 

  •  

Deviations from required controls and procedures that safeguard clients, and Allspring.

1.6 Allspring’s Duties and Responsibilities to Reporting Persons

To help Reporting Persons comply with this Code, the Code Manager will:

 

  •  

Identify and maintain current listings of Reporting Persons and Investment Professionals;

 

  •  

Notify Reporting Persons and Investment Professionals in writing of their status as such and the Code requirements;

 

  •  

Make a copy of the Code available and require initial and annual certifications that Reporting Persons have read, understand, and will comply with the Code;

 

  •  

Make available a revised copy of the Code if there are any amendments to it (and, to the extent possible, prior to their effectiveness) and require Reporting Persons to certify in writing (or electronically) receipt, understanding, and compliance with the revised Code;

 

  •  

Periodically compare reported Reportable Personal Securities Transactions with portfolio transaction reports of the Allspring Accounts. Before Allspring determines if a Reporting Person has violated the Code on the basis of this comparison, the Code Team will give the Reporting Person an opportunity to provide an explanation;

 

  •  

From time to time, provide training sessions to facilitate compliance with and understanding of the Code and keep records of such sessions and the Reporting Persons in attendance; and

 

  •  

Review the Code at least once a year to assess its adequacy and effectiveness.

1.7 Annual Reports and Certifications

No less frequently than annually, the relevant CCO or his or her designee shall submit to the Allspring Funds Management and the Allspring Funds Distributor Boards of Trustees (collectively, the “Boards”) a written report on behalf of the Covered Companies:

 

  •  

Describing any issues arising under the Code relating to the particular Covered Company since the last report to the Boards, including, but not limited to, information about material violations of or waivers from the Code and any sanctions imposed in response to material violations, and

 

  •  

Certifying that the Code contains procedures reasonably necessary to prevent Reporting Persons from violating it.

 

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1.8 Recordkeeping

This Code, a record of each violation of the Code and any action taken as a result of the violation, a copy of each report and certification/acknowledgment made by a Reporting Person pursuant to the Code, lists of all persons required to make and/or review reports under the Code, and a copy of any pre-clearance given or requested pursuant to Section 3 of the Code shall be preserved with the applicable Covered Company’s records, as appropriate, for the periods and in the manner required by the rules noted in Section 1.1 above. To the extent appropriate and permissible, these records may be kept electronically.

2. Reportable Personal Securities Transactions

2.1 Resolving Conflicts of Interest

When engaging in Reportable Personal Securities Transactions, there might be conflicts between the interests of an Allspring client or an Allspring Account and a Reporting Person’s personal interests. Any conflicts that arise in connection with such Reportable Personal Securities Transactions must be resolved in a manner that does not inappropriately benefit the Reporting Person or adversely affect Allspring clients or Allspring Accounts. Reporting Persons shall always place the financial interests of the Allspring clients and Allspring Accounts before personal financial and business interests.

Examples of inappropriate resolutions of conflicts are:

 

  •  

Taking an investment opportunity away from a Allspring Account to benefit a portfolio or personal account in which a Reporting Person has Beneficial Ownership;

 

  •  

Using your position to take advantage of available investments for yourself;

 

  •  

Front running a Allspring Account by trading in Securities (or Equivalent Securities) ahead of the Allspring Account;

 

  •  

Taking advantage of information or using Allspring Account portfolio assets to affect the market in a way that personally benefits you or a portfolio or personal account in which you have Beneficial Ownership; and

 

  •  

Engaging in any other behavior determined by the CCO to be, or to have the appearance of, an inappropriate resolution of a conflict.

2.2 Reporting Reportable Personal Securities Accounts and Transactions

Reporting Persons must report all Reportable Personal Securities Accounts (see definitions in Appendix

A) to the Code Team via the applicable TMS (see Section 1.4) along with the Reportable Personal Securities holdings and transactions of Reportable Personal Securities Transactions in those accounts. Reportable Personal Securities Accounts include accounts of Immediate Family Members and accounts in which a Reporting Person is a Beneficial Owner (not to be confused with being a named Beneficiary – see also definitions in Appendix A) . There are three types of reports: (1) an initial holdings report that is filed upon becoming a Reporting Person or establishing any Reportable Personal Securities Account, (2) a quarterly transaction report, and (3) an annual holdings report.

Each broker-dealer, bank, or fund company, where a Reporting Person has a Reportable Personal Securities Account will receive a request for the Allspring Compliance Department to receive copies of all account statements and confirmations from such accounts. The Code Team will make this request after the accounts are reported via the TMS. All accounts that have the ability to hold Reportable Securities must be included even if the account does not have holdings of Securities at the time of reporting.

 

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Initial Holdings Report. Within 10 business days of becoming a Reporting Person:

 

  •  

All Reportable Personal Securities Accounts and Managed Accounts, including broker name and account number information must be reported by each Reporting Person to the Code Team via the TMS.

 

  •  

A recent statement (electronic or paper) for each Reportable Personal Securities Account and Managed Account must be submitted by each Reporting Person to the Code Team.

 

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  •  

All holdings of Reportable Securities in Reportable Personal Securities Accounts and Managed Accounts must be inputted by each Reporting Person into an Initial Holdings Report via the applicable TMS. The information in the report must be current as of a date no more than 45 calendar days prior to the date of becoming a Reporting Person.

 

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Quarterly Transactions Reports. Within 30 calendar days of each calendar quarter end:

 

  •  

Each Reporting Person must supply to the Code Team a report via the TMS showing all Reportable Securities trades made in the Reporting Person’s Reportable Personal Securities Accounts during the quarter. A request for this report will be generated by the TMS with notification of due dates sent to Reporting Persons via email and a report must be submitted by each Reporting Person even if there were not any Reportable Securities trades transacted during the quarter.

 

  •  

Each Reporting Person must certify as to the correctness and completeness of this report.

 

  •  

This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday.

 

  •  

Managed Accounts are not subject to the quarterly transactions reports requirement.

 

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Annual Holdings Reports. Within 30 calendar days of each calendar year end:

 

  •  

All holdings of Reportable Securities in all Reportable Personal Securities Accounts must be reported by each Reporting Person to the Code Team via the TMS. The information in the report must be current as of a date no more than 45 calendar days prior to when you submit the report.

 

  •  

Each Reporting Person must certify as to the correctness and completeness of this report.

 

  •  

This report and certification must be submitted to the Code Team by the business day immediately before the weekend or holiday if the 30th day falls on a weekend or holiday.

 

  •  

Managed Accounts are not subject to the annual holdings report requirement.

Any report under this Section may contain a statement that the report shall not be construed as an admission by the Reporting Person making such a report that he or she has any direct or indirect Beneficial Ownership in the Reportable Securities to which the report relates.

2.3 New Accounts

Each Reporting Person must submit a request for pre-approval of a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) to the Code Team within

10 business days of receiving the account number or prior to executing a transaction requiring pre- clearance, whichever occurs first. All new accounts opened are required to be at one of the approved brokers on the Allspring Approved Broker List. This requirement is not applicable to Managed Accounts. In addition, pursuant to FINRA Rule 3210, all Reporting Persons that are associated with Allspring Funds Distributor (including those accounts where Reporting Persons have a beneficial interest) must obtain prior approval from Allspring Code of Ethics Compliance Team prior to opening a Reportable Personal Securities Account or Managed Account (including those of Immediate Family Members) at another broker dealer. This FINRA rule does not apply to the following types of accounts:

 

  •  

Accounts that exclusively hold unit investment trusts;

 

  •  

Accounts that exclusively hold municipal fund securities;

 

  •  

Qualified tuition programs (529 accounts); and

 

  •  

Non-Reportable Accounts and accounts that exclusively hold non-reportable securities.

 

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2.4 Confidentiality

Allspring will use reasonable efforts to ensure that the reports submitted to the Code Team as required by this Code are kept confidential. Reports required to be submitted pursuant to the Code will be selectively reviewed by members of the Code Team and possibly senior executives or legal counsel on a periodic basis to seek to identify improper trading activity or patterns of trading and to otherwise seek to verify compliance with this Code. Data and information may be provided to Reportable Fund officers and trustees and will be provided to government authorities upon request or others if required to do so by law or court order.

2.5 Trading Restrictions and Prohibitions

A. Reporting Persons.

All Reporting Persons (including Investment Professionals) and their Immediate Family Members must comply with the following trading restrictions and prohibitions:

 

  •  

All Reporting Persons must pre-clear transactions of certain Reportable Securities in Reportable Personal Security Accounts, (including those of Immediate Family Members and accounts for which the Reporting Person is a Beneficial Owner) as described in the table that follows in Section 2.7.

 

  •  

60-Day Holding Period for Reportable Fund Shares (open-end and closed-end)

Except as noted below, Reporting Persons are required to hold shares of most of the Reportable Funds for at least 60 days. This restriction applies without regard to tax lot considerations. Reporting Persons are prohibited from selling any Reportable Fund shares for 60 days from the date of the most recent purchase. If it is necessary to sell Reportable Fund shares before the 60-day holding period has passed, Reporting Persons must obtain advance written approval from the CCO or the Code Manager. The 60-day holding period does not apply to transactions pursuant to Automatic Investment Plans. The 60-day holding period does not apply to the Adjustable-Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds.

 

  •  

IPOs, Private Placements and Initial Coin Offerings

Reporting Persons are generally prohibited from purchasing shares in an IPO (an Initial Public Offering (as defined in Appendix A). Reporting Persons must get written approval from the Code Manager before acquiring shares in an IPO or selling shares that were acquired in an IPO prior to becoming a Reporting Person. Reporting Persons may, subject to pre-clearance requirements, purchase shares in a Private Placement or acquire virtual “coins” or “tokens” in an Initial Coin Offering (“ICO”) that is conducted as a Private Placement as long as the position will be less than a 10% voting interest in the issuer, or 10% of the ICO, and is otherwise permitted under the Policy on Directorships and Other Outside Employment as set forth in the Allspring Code of Ethics and Business Conduct. Reporting Persons who have been pre-cleared to purchase shares in a Private Placement or acquire virtual “coins” or “tokens” in a private placement that is an ICO must disclose that investment to the Code Team when they are involved in the subsequent consideration of an investment in the issuer, “coins” or “tokens” by Allspring for a client, and Allspring’s decision to purchase such Reportable Securities must be independently reviewed by Reporting Persons with no personal interest in the issuer, “coins” or “tokens”. To obtain pre-approval please complete the Private Securities Transaction Request Form in the applicable TMS’ noted in Section 1.4.

 

  •  

Exchange Traded Funds (“ETFs”)

 

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All Reporting Persons must disclose and report all holdings in ETFs. However, purchases or sales of ETFs that follow the following broad-based indices do not require pre-clearance: Dow Jones Industrial Average, NASDAQ 100, Russell 2000, Russell 3000, S&P 100, S&P 500, S&PMidcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien Index (DAX 30), S&P/TSX 60, Wilshire 5000 and Nikkei 225. ETFs that do not follow these indices must be pre-cleared. See Appendix D for list of ETF’s that are not subject to pre- clearance or the 60 day holding period.

 

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Allspring Closed-End Funds

Reporting Persons may not participate in a tender offer made by a closed-end Allspring Fund under the terms of which the number of shares to be purchased is limited to less than all of the outstanding shares of such closed-end Allspring Fund.

 

  •  

No Reporting Person may purchase or sell shares of any closed-end Allspring Fund within 60 days of the later of:

 

  •  

The initial closing of the issuance of shares of such fund; or

 

  •  

The final closing of the issuance of shares in connection with an overallotment option.

 

  •  

Reporting Persons may purchase or sell shares of closed-end Allspring Funds only during the 10-day period following the release of dividend announcements to the public for such fund, which typically occurs on or about the first of the month. Certain Reporting Persons, who shall be notified by the Legal Department, are required to make filings with the SEC in connection with their purchases and sales of shares of closed-end Allspring Funds.

 

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Investment Clubs

Reporting Persons may not participate in the activities of an Investment Club without the prior approval from the Code Team. Remember that guidelines, prohibitions, restrictions, and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members. Transactions for an Investment Club would need to be pre- cleared and reported as applicable.

 

  •  

Personal Transactions

Reporting Persons are prohibited from executing or processing through a Covered Company’s direct access software (TA2000 or any other similar software):

 

  •  

Reporting Persons’ own personal transactions;

 

  •  

Transactions for Immediate Family Members; or

 

  •  

Transactions for accounts of other persons for which the Reporting Person or his/her Immediate Family Member have been given investment discretion.

This provision does not exclude you from trading directly with a broker/dealer or using a broker/dealer’s software.

 

  •  

Attempts to Manipulate the Market

Reporting Persons must not execute any transactions intended to raise, lower, or maintain the price of any Reportable Security or to create a false appearance of active trading.

 

  •  

Excessive Trading

Excessive Trading in Reportable Personal Securities Accounts is strongly discouraged and Reportable Personal Securities Accounts will be monitored by the Code Team for Excessive Trading activity and may be reported to the relevant CCO. Additional restrictions may be imposed by the Code Team if Excessive Trading is noted in a Reportable Personal Securities Account.

 

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Currency Accounts (including Cryptocurrencies)

Reporting Persons do not need to report accounts established to hold foreign currency or cryptocurrencies, provided no Reportable Securities can be held in the account.

B. Investment Professionals.

All Investment Professionals and their Immediate Family Members must comply with the following additional trading restrictions and prohibitions:

 

  •  

Investment Professionals’ trades are subject to a 15-day blackout restriction: There is a “15-day blackout” on inappropriate purchases or sales of Reportable Securities bought or sold by an Allspring Account. This means that purchases and sales of a Reportable Security (or Equivalent Reportable Security) (“blackout security”) during the 7-day periods immediately preceding and immediately following the date the Allspring Account trades in the blackout security (“blackout window”) are subject to review by the Code Team in order to determine if the purchase or sale is inappropriate. In such review, any Reportable Personal Securities Transactions in a blackout security during a blackout window will be evaluated and investigated by the Code Team based on each situation. This will include a review of the Investment Professional’s role within Allspring and his or her reason(s) for buying or selling. Penalties on trades determined to have been inappropriate may range from no action to potential disgorgement of profits or payment of avoided losses (see Section 3 for Code violations and penalties) or more serious penalties. A blackout security that is inappropriately purchased during a blackout window may be subject to mandatory divestment. Similarly, inappropriate sales of a blackout security during a blackout window may subject the Investment Professional to penalties. In the case of a purchase and subsequent mandatory divestment at a higher price, any profits derived upon divestment may be subject to disgorgement; penalties may include a requirement that disgorged profits be donated to charity, with no tax deduction claimed by the Investment Professional.

In the case of a sale, penalties may include a requirement that an amount equal to the avoided loss be donated to charity, with no tax deduction claimed by the Investment Professional.

For example, if an Allspring Account trades in a blackout security on July 7, July 15 (the 8th day following the trade date) would be the 1st day Investment Professionals may engage in a Reportable Personal Securities Transaction involving that blackout security. Any purchases and sales in the blackout security made on or after June 30 through July 14, even if pre-cleared, could be subject to mandatory divestment and/or penalties. Purchases and sales in the security made on or before June 29 (the 8th day before the trade date) would not be within the blackout window.

The Code Team has full discretion to determine whether any purchase or sale of a blackout security during a blackout window is “inappropriate” based on each situation.

 

  •  

Investment Professionals who are Research Analysts may not trade personally any Reportable Security that they cover until 2 business days after the publication of a research note.

2.6 How to Pre-Clear Reportable Personal Securities Transactions

Reporting Persons must follow the steps below to pre-clear trades for themselves and their Immediate Family Members:

 

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Request Authorization. A request for authorization of a transaction that requires pre-clearance must be entered using PTA (see Section 1.4). Email requests submitted to the respective mailbox noted in Appendix B will only be processed for those Reporting Persons who are on formal leave of absence or on paid time off (“PTO”). Reporting Persons may only request pre- clearance for market orders or same day limit orders. Verbal pre-clearance requests are not permitted.

 

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Have The Request Reviewed and Approved. After receiving the electronic request, PTA will notify Reporting Persons if the trade has been approved or denied. For Reporting Persons on leave of absence or PTO, email responses will be sent with the approval or denial.

 

03

Trading in Foreign Markets. A request for pre-clearance of a transaction in a local foreign market that has already closed for the day may be granted with authorization to trade on the following day because of time considerations. Approval will only be valid for that following trading day in that local foreign market.

 

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Approval of Transactions

 

  •  

The Request May be Refused. The Code Manager may refuse to authorize a Reporting Person’s Reportable Personal Securities Transaction and need not give an explanation for the refusal. Reasons for refusing your Reportable Personal Securities Transactions may be confidential.

 

  •  

Authorizations Expire. Any transaction authorization is effective until the close of business of the same trading day for which the authorization is granted (unless the authorization is revoked earlier). If the order for the transaction is not executed within that period, you must obtain a new advance authorization before placing a new transaction order.

2.7 Summary of What Reporting Persons and their Immediate Family Need to Report Quarterly and Pre-Clear

 

The table below serves as a reference to use in determining what Reporting Persons need to report on quarterly transactions reports and must
pre-clear when executing a trade. If you have questions about any types of Securities not shown below, please contact the Code Team per

instructions located in Appendix B.

    Report?    Pre-Clear?
Equity Securities    Yes    Yes
Corporate Debt Securities    Yes    Yes
Investment Trusts    Yes    Yes
Municipal Bonds    Yes    Yes
Options on Reportable Securities    Yes    Yes
Self-directed Reportable Securities transactions in Automatic Investment Plans    Yes    Yes
Virtual Coins or Tokens acquired through an Initial Coin Offering (“ICO”) or those acquired through a secondary token offering. (please refer to Section 2.5)    Yes    Yes
Closed-End Mutual Funds (affiliated and non-affiliated)    Yes    Yes
Private Placements (please refer to Section 2.5)    Yes    Yes
ETFs, including iShares, both open-end and closed-end, Unit Investment Trusts, and Options on ETFs (subject to pre- clearance exceptions in Section 2.5)    Yes    Yes
Robo advisor accounts (e.g.,Wealthfront, Betterment)    Yes    No

 

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The table below serves as a reference to use in determining what Reporting Persons need to report on quarterly transactions reports and must
pre-clear when executing a trade. If you have questions about any types of Securities

not shown below, please contact the Code Team per instructions located in Appendix B.

    Report?    Pre-Clear?
Open-End Investment Companies that are Reportable Funds    Yes    No
Money Market Mutual Funds    No    No
Short Term Cash Equivalents    No    No
U.S. Government Bonds (direct obligations)    No    No
U.S. Treasuries/Agencies (direct obligations)    No    No
Commodities, Futures or Options on Futures    No    No
Securities Purchased through automatic transactions in Automatic Investment Plans    No    No
Open-End Investment Companies that are not Reportable Funds    No    No
Banker’s Acceptances, bank certificates of deposit, commercial paper & High Quality Short-Term Debt Instruments, including repurchase agreements    No    No
529 Plans    No    No
Non-Allspring 401(k) plans that do not and cannot hold Reportable Funds or Reportable Securities    No    No
Transactions in Managed Accounts    No    No
Cryptocurrencies (e.g., Bitcoin)    No    No
Reportable Securities purchased through Automated Investment Plans    Yes    No
Gifting Reportable Securities to any account outside your Reportable Securities account    Yes    Yes
Receipt of Reportable Securities as a gift    Yes    No
Tender Offers    Yes    Yes

2.8 Ban on Short-Term Trading Profits

There is a ban on short-term trading profits. Reporting Persons are not permitted to buy and sell, or sell and buy, the same pre-clearable Reportable Security (or Equivalent Security) within 60 calendar days and make a profit; this will be considered short-term trading.

 

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This prohibition applies without regard to tax lot.

 

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Short sales are subject to the 60-day profit ban.

 

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If a Reporting Person makes a profit on an involuntary call of an option, those profits are excluded from this ban; however, buying and selling options within 60 calendar days resulting in profits is prohibited. Settlement/expiration date on the opening option transaction must be at least 60 days out.

Sales or purchases made at the original purchase or sale price or at a loss are not prohibited during the 60 calendar day profit holding period.

Reporting Persons may be required to disgorge any profits the Reporting Person makes from any sale before the 60-day period expires.

The ban on short-term trading profits does not apply to transactions that involve:

 

  •  

Reportable Securities not requiring pre-clearance (e.g., open-end investment companies that are not Reportable Funds, although they typically impose their own restrictions on short-term trading);

 

  •  

Same-day sales of Reportable Securities acquired through the exercise of employee stock options or other Securities granted to you as compensation or through the delivery (constructive or otherwise) of previously owned employer stock to pay the exercise price and tax withholding;

 

  •  

Commodities, futures (including currency futures), options on futures and options on currencies;

 

  •  

Automated purchases and sales that were done as part of an Automatic Investment Plan. However, any self-directed purchases or sales outside the pre-set schedule or allocation of the Automatic Investment Plan, or other changes to the pre-set schedule or allocation of the Automatic Investment Plan, within a 60-day period, are subject to the 60-day ban on short term profit; or

 

  •  

Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund, Ultra Short-Term Municipal Income Fund, and the money market funds.

2.9 Employee Compensation Related Accounts

 

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401(k) Plans

Initial Holding Report: Completed in PTA

401(k) Plans that are external to Allspring are required to be reported if, regardless of the balance, the plan is capable of holding Reportable Funds or Reportable Securities.

Quarterly Transaction Report: Completed in PTA

Reporting Persons are required to report transactions in Reportable Funds or Reportable Securities in 401(k) plans held outside of Allspring.

Annual Holdings Report: Completed PTA

If an external 401(k) account holds Reportable Funds or Reportable Securities, Reporting Persons are required to update these holdings in their Annual Holdings Report.

 

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Allspring Health Savings Account (“HSA”)

Initial Holdings Report:

 

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  •  

Allspring HSAs are reportable when the balance reaches the threshold that allows the Reporting Person to invest in Reportable Funds.

Quarterly Transaction Report:

 

  •  

Sales of shares of Reportable Funds within a Reporting Person’s HSA are reportable on the Quarterly Transaction Report.

Annual Holdings Report:

 

  •  

Reporting Persons are required to update holdings of balances invested in Reportable Funds within a Reporting Person’s HSA in the Annual Holdings Report.

Pre-Clearance:

 

  •  

Transactions in an HSA account do not require pre-clearance.

3. Code Violations

3.1 Investigating Code Violations

The Code Manager or designee is responsible for investigating any suspected violation of the Code. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. Reporting Persons are expected to respond to Code Manager inquiries promptly. The Code Manager is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code. The Code Manager will report the results of each investigation to the CCO, as well as the Allspring Ethics Committee. Violations of the Code may also be reported to the Reporting Person’s supervisor as well.

3.2 Penalties

The Code Manager is responsible for deciding whether a violation is minor, substantive or serious. In determining the seriousness of a violation of this Code, the Code Manager will consider the following factors, among others and will escalate as needed to the Allspring CCO:

 

  •  

The degree of willfulness of the violation;

 

  •  

The severity of the violation;

 

  •  

The extent, if any, to which a Reporting Person profited or benefited from the violation;

 

  •  

The adverse effect, if any, of the violation on a Covered Company or a Allspring Account; and

 

  •  

The Reporting Person’s history of prior violation(s) of the Code.

For purposes of imposing sanctions, violations generally will be counted on a rolling 24 month period. However, the Code Manager (in consultation with the CCO) reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than 24 months.

Any serious offense as described below will be reported to the Allspring Fund Board. All minor and substantive violations will be reported to the Board at least annually

Minor Offenses:

Minor offenses may include, but are not limited to, the following: failure to timely submit quarterly transaction reports, failure to timely complete assigned training, failure to submit signed acknowledgments of Code forms and certifications, excessive (i.e., more than three) late submissions of such documents, and conflicting pre-clear request dates versus actual trade dates or other pre- clearance request errors, or Reportable Securities not covered by the blackout period.

 

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Substantive Offenses:

Substantive offenses may include, but are not limited to, the following: unauthorized purchase/sale of Securities as outlined in this Code, violations of short-term trading for profit (60-day rule), failure to request pre-clearance of transactions as required by the Code, failure to timely report a reportable brokerage account, and violations of the 15-day blackout period.

Serious Offenses:

Engaging in insider trading or related illegal and prohibited activities such as “front running” and “scalping,” and repeated violations or a flagrant violation of the Code are considered a “serious offense.”

3.3 Penalties

Depending on the severity of the infraction, a violation of this Code may result in the following, subject to applicable law: an informational memorandum; a warning; a fine, deduction from wages, disgorgement of profit or other payment; a personal trading ban; termination of employment; or referral to civil or criminal authorities. Dismissal and/or Referral to Authorities.

Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the Code Manager, the CCO, the Allspring Ethics Committee and/or senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.

3.4 Exceptions to the Code

The Code Manager is responsible for enforcing the Code. The CCO or Code Manager (or his or her designee) may grant certain exceptions to the Code, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The CCO or Code Manager (or his or her designee) may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.

Escalation & Exemptions

Policy items of concern or violations require escalation to the Policy Owner. The Policy Owner will review the item of concern, exception or violation and determine if further escalation including to the Chief Compliance Officer is warranted. The Chief Compliance Officer may approve exemptions to this Policy as appropriate.

Exemption requests must be documented including appropriate rationale to justify requests. Exemption requests are logged by the Policy Owner and reviewed annually to provide assurance the exemption may still be permitted.

Governance and Reporting

The Policy is reviewed at least annually or if material changes are necessary. Allspring Funds Management Compliance will provide ad hoc reports related to the Compliance Program, as appropriate to the Board of Trustees, Senior Management, and relevant Committees.

Related policies

Related Policies or Resources

Allspring Gifts and Entertainment Policy

 

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Allspring Political Contributions & Solicitations of Contributions & Payment Policy

Allspring Conflicts of Interest and Outside Activities Policy

Related Regulation

Rule 17j-1 of the Investment Company Act of 1940

Financial Industry Regulatory Authority Rules 3110, 3210, 3280

Section 204A of the Investment Advisers Act of 1940

Rule 204A-1 of Investment Advisers Act of 1940

Records Retention

Physical and electronic records are retained and subject to destruction as indicated by the requirements set forth in the Allspring Records Management policy.

Policy Owner

Policy Owner: Allspring Chief Ethics Officer

Name of Policy Owner: Tom Barbieri

Published: 12/27/2022

Effective: 10/01/2022

Last Approval: 09/29/2022

Last Updated: 12/27/22

Responsible Group: Allspring Code of Ethics Team

Key Contact Employee: Nelson Goenaga

 

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Appendix A

Definitions

General Note:

The definitions and terms used in the Code are intended to mean the same as they do under the 1940 Act and applicable other Federal Securities Laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal Securities Laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal Securities Laws, as applicable.

 

Term

   

Definition

Automatic Investment Plan    A program that allows a person to purchase or sell Reportable Securities, automatically and on a regular basis in accordance with a pre-determined schedule and allocation, without any further action by the person. An Automatic Investment Plan includes a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer- sponsored plan.
Beneficial Owner    You are a beneficial owner of Reportable Securities if you or an Immediate Family Member enjoy the benefits of ownership of such securities whether or not you or your Immediate Family Member hold title to the securities or have the power to buy, sell or vote the securities. For example, you have beneficial ownership over Reportable Securities held in a trust for which you or an Immediate Family Member are a beneficiary. You are also a beneficial owner of Reportable Securities held in an account over which you or an Immediate Family Member have a controlling or non-controlling interest or over which you or an Immediate Family Member exercise investment discretion, not including accounts that you manage on behalf of a Covered Company or any other affiliate of Allspring Global Investments Holdings, LLC.”
Beneficiary    A beneficiary is a person who is set to inherit something from an estate when someone else dies. This often involves being designated (named) a beneficiary on Insurance Policies, IRAs and other like financial products. A named beneficiary would not enjoy any of the benefits of ownership so long as the title to property is in another name and would not, either directly or indirectly, have the power to vote or influence the transaction decisions regarding a specific security, such as shares in a company.
Control    The power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with such company. Owning 25% or more of a company’s outstanding voting securities is presumed to give you control over the company. (See Section 2(a) (9) of the 1940 Act for a complete definition.)

 

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Term

   

Definition

Covered Companies    Allspring Funds Management, LLC, Allspring Funds Distributor, LLC, Allspring Global Investments, LLC, Allspring Global Investments (UK) Limited, and Allspring Global Investments Luxembourg S.A.
Direct Listing    A Direct Listing is also known as a Direct Public Offering (“DPO”) which is a type of initial public offering (“IPO”) in which a company offers its securities directly to the public to raise capital. An issuing company using a DPO eliminates the middlemen—investment banks, broker- dealers, and underwriters that are involved in typical IPOs, and self- underwrites its securities.
Equivalent Security    Any Reportable Security issued by the same entity as the issuer of a subject security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds.
Excessive Trading    A high number of transactions by any Reporting Person during any month could be considered by the Code Team, in its sole discretion, to be Excessive Trading. The Compliance Department may report any Excessive Trading to Allspring’s CCO and/or senior management.
Federal Securities Laws    The Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a—mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 100-102, 113 Stat. 1338 (1999)), any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

 

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Term

   

Definition

Financial or Pecuniary Interest   

The opportunity for you or your Immediate Family Member, directly, or indirectly, to profit or share in any profit derived from a transaction in the subject Reportable Securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of Reportable Securities to reach the substance of a particular arrangement. You not only have a Financial or Pecuniary Interest in Reportable Securities held by you for your own benefit, but also Reportable Securities held (regardless of whether or how they are registered) by others for your benefit, such as Reportable Securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any interest in any Reportable Security owned by an entity directly or indirectly controlled by you, which may include corporations, partnerships, limited liability companies, trusts and other types of legal entities. You or your Immediate Family Member likely have a Financial or Pecuniary Interest in:

 

•   Your accounts or the accounts of Immediate Family Members;

 

•   A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member;

 

•   A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or

 

•   A trust, if you or an Immediate Family Member is a beneficiary.

High Quality Short-Term Debt Instrument    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 statistical rating organization such as Moody’s Investors Service.
Immediate Family Member    Any of the following persons, including any such relations through adoption, who reside in the same household with you:

 

  

•   spouse

    •   

•   grandparent

   

•   mother-in-law

  

•   domestic partner

    •   

•   grandchild

   

•   father-in-law

  

•   parent

    •   

•   brother

   

•   daughter-in-law

  

•   stepparent

    •   

•   sister

   

•   son-in-law

  

•   child

    •   

•   sister-in-law

  
  

•   stepchild

    •   

•   brother-in-law

  

 

  

Immediate Family Member also includes any other relationship that the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety. However, any of the foregoing (apart from spouses and domestic partners) who are adults should not be considered Immediate Family for this purpose unless they support the Access Person financially or are supported by the Access Person financially.

All references to “Reporting Persons” and “Investment Professionals” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of such persons.

Investment Club    An investment club is a group of people who pool their money to make investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and/or each member may actively participate in investment decisions.
Investment Professional   

Any Reporting Person who is a portfolio manager, trader or analyst employed (including as a temporary or contract employee) by Allspring, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients.

All references to “Investment Professionals” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Investment Professionals. The Code Manager is responsible for maintaining a list of all Investment Professionals and notifying such Investment Professionals of their status.

 

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Term

   

Definition

IPO    An initial public offering, or the first sale of a company’s securities to public investors. Specifically, it is 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.
Managed Account    Any account for which the holder gives, in writing, his/her broker or someone else (other than another Reporting Person) the authority to buy and sell Reportable Securities, either absolutely or subject to certain restrictions, other than pre-approval by any Reportable Person. In other words, the holder gives up the right to decide what Reportable Securities are bought or sold for the account. This includes accounts known as “Robo Advisor” accounts where account investments and reallocations are done through an automated platform.
Non-Public Information    Any information that is not generally available to the general public in widely disseminated media reports, SEC filings, public reports, prospectuses, or similar publications or sources.
Private Placement    An offering, including an ICO, that is exempt from registration under Section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder.
Private Placement    An offering, including an ICO, that is exempt from registration under Section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder.
Purchase or Sale of a Security    In addition to any acquisition or disposition of a Reportable Security for value, a Purchase or Sale of a Reportable Security includes, among other things, the receipt or giving of a gift or writing of an option to purchase or sell a Reportable Security.
Reportable Fund    Reportable Fund means (i) any investment company registered under the 1940 Act, for which a Covered Company serves as an investment adviser as defined in Section 2(a)(20) of that Act, which includes a sub-adviser, or (ii) any investment company registered under the 1940 Act, as amended, whose investment adviser or sub-adviser or principal underwriter controls a Covered Company, is controlled by a Covered Company, or is under common control with a Covered Company; provided, however, that Reportable Fund shall not include an investment company that holds itself out as a money market fund. For purposes of this definition, “control” has the same meaning as it does in Section 2(a) (9) of the 1940 Act.

 

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Term

   

Definition

Reporting Person   

Reporting Person means (i) any employee, officer or director, and any other persons designated by the CCO or designee, as having access to current trading information for clients, of Allspring, and (ii) any employee (including all temporary or contract employees), officer or director of any Non-Allspring Entities who supports any Allspring business functions and has access to Allspring systems that contain Non- Public Information regarding Allspring client holdings or transactions, and any other person designated by the CCO or designee as such given his or her access to current portfolio or trading information for clients.

All references to “Reporting Persons” in the guidelines, prohibitions, restrictions and duties set forth in this Code should be interpreted to also refer, as the context requires, to Immediate Family Members of Reporting Persons. The Code Manager is responsible for maintaining a list of all Reporting Persons and notifying such Reporting Persons of their status.

Reportable Personal Securities Account   

Any account that holds Reportable Securities of which you have Beneficial Ownership, other than a Managed Account that holds Reportable Securities and has previously been approved by the Code Manager over which you have no direct influence or Control. A Reportable Personal Securities Account is not limited to Reportable Securities accounts maintained at brokerage firms, but also includes holdings of Reportable Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Allspring or any other employer. All Reportable Personal Securities Accounts opened or reported after 1/1/2020 are required to be on the Allspring Approved Broker List. The accounts reported after 1/1/2020 not on Allspring Approved Broker List must be moved to one of the approved brokers timely.

This requirement is not applicable to Managed Accounts. Exceptions may be granted by the Code of Ethics Manager

Reportable Personal Securities Transaction    A Purchase or Sale of a Reportable Security, of which you acquire or relinquish Beneficial Ownership.
Reportable Security / Securities    Any security as defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it does not include direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper, High Quality Short-Term Debt Instruments, including repurchase agreements, shares issued by affiliated or unaffiliated money market mutual funds, or shares issued by open-end registered investment companies other than the Reportable Funds or shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies none of which are Reportable Funds. “Reportable Security” includes any security issued by closed-end funds and ETFs.
Allspring Accounts    Accounts of investment advisory and sub-advisory clients of Covered Companies, including but not limited to registered and unregistered investment companies.

 

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Appendix B

Compliance Department Staff List

Please consult Allspring Connect for a current list of compliance staff designated to monitoring the Code of Ethics, as well as for additional Code of Ethics resources including links to PTA. For Reporting Persons with no access to the above systems, please contact the Code Team at COE@Allspring-global.com.

Appendix C

Reportable Funds

A list of Allspring Reportable Funds can be provided upon request

 

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Appendix D

 

Ticker

   

Name

   

Issuer

DIA    SPDR Dow Jones Industrial Average ETF Trust    State Street Global Advisors
IYY    iShares Dow Jones US ETF    BlackRock
QQQ    Invesco QQQ Trust    Invesco
PSQ    ProShares Short QQQ    ProShares
QQQE    Direxion NASDAQ 100 Index    Direxion
SPSM    SPDR Portfolio Small Cap ETF    State Street Global Advisors
VTWO    Vanguard Russell 2000 ETF    Vanguard
IWM    iShares Russell 2000 ETF    BlackRock
RWM    ProShares Short Russell 2000    Proshares
IWV    iShares Russell 3000    BlackRock
SPTM    SPDR Portfolio Total Stock Market ETF    State Street Global Advisors
VTHR    Vanguard Russell 3000 ETF    Vanguard
OEF    iShares S&P 100    BlackRock
SH    ProShares Short S&P 500    ProShares
SPXB    ProShares S&P 500 Bond ETF    ProShares
SPY    SPDR S&P 500 ETF Trust    Standard and Poor’s Financial Services
IVV    iShares Core S&P 500    BlackRock
VOO    Vanguard S&P 500    Vanguard
VXX    iPath Series B S$P 500 Vix Short-Term Futures ETN    Barclays Capital
SPDN    Direxion Daily S&P 500 Bear 1X Shares    Direxion
RSP    Invesco S&P 500 Equal Weight ETF    Invesco
PBP    Invesco S&P 500 BuyWrite ETF    Invesco
MIDU    Direxion Daily S&P MidCap 400    Direxion
MYY    Proshares Short S&P MidCap 400    Proshares

 

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Ticker

   

Name

   

Issuer

IEV    iShares Europe ETF    BlackRock
ISF    iShares Core FTSE 100    BlackRock
H4ZB    HSBC FTSE 100 UCITS ETF    HSBC
VMID    FTSE 250 UCITS ETF    Vanguard
MIDD    iShares FTSE 250 UCITS ETF    BlackRock
S250 LN    Invseco FTSE 250 UCITS ETF    Invesco
EWU    iShares MSCI United Kingdom ETF    BlackRock
EWH    iShares Core Hang Seng Index ETF    BlackRock
DAXXF    iShares DAX ETF    BlackRock
XIU    iShares S&P TSX 60 Index    BlackRock
HXT    Horizons S&P/TSX 60 Index ETF    Horizons
VTI    Vanguard Total Stock Market ETF    Vanguard
1329    iShares Core Nikkei 225 ETF    BlackRock
TYBS    Direxion Daily 20 Year Treasury Bear 1X    Direxion
TYNS    Direxion Daily 7-10 Year Treasury Bear 1X    Direxion
SHY    iShares 1-3 Year Treasury Bond ETF    BlackRock
TLT    iShares 20+ Year Treasury Bond ETF    BlackRock
IEF    iShares 7-10 Year Treasury Bond ETF    BlackRock
STIP    iShares 0-5 Year TIPS Bond ETF    BlackRock
GVI    iShares Intermediate Government Credit Bond ETF    BlackRock
TLH    iShares 10-20 Year Treasury Bond ETF    BlackRock
FXA    Invesco CurrencyShares Australian Dollar Trust    Invesco
FXB    Invesco CurrencyShares British Pound Sterling Trust    Invesco
FXC    Invesco CurrencyShares Canadian Dollar Trust    Invesco
FXCH    Invesco CurrencyShare Chinese Renminbi Trust    Invesco
FXE    Invesco CurrencyShare Euro Trust    Invesco
FXY    Invesco CurrencyShare Japanese Yen Trust    Invesco
FXSG    Invesco CurrencyShare Singapore Trust    Invesco
FXS    Invesco CurrencyShare Swedish Krona Trust    Invesco

 

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Ticker

   

Name

   

Issuer

FXF    Invesco CurrencyShare Swiss Franc Trust    Invesco
DBV    Invesco DB G10 Currency Harvest Fund    Invesco
     
UDN    Invesco DB US Dollar Index Bearish Fund    Invesco
     
UUP    Invesco DB US Dollar Index Bullish Fund    Invesco
DBA    Invesco DB Agriculture Fund    Invesco
DBB    Invesco DB Base Metals Fund    Invesco
DBC    Invesco DB Commodity Index Tracking Fund    Invesco
DBE    Invesco DB Energy Fund    Invesco
DGL    Invesco DB Gold Fund    Invesco
DBO    Invesco DB Oil Fund    Invesco
DBP    Invesco DB Precious Metals Fund    Invesco
DBS    Invesco DB Silver Fund    Invesco
SLV    iShares Silver Trust    BlackRock
PDBC    Invesco DB Optimum Yield Diversified Commodity Strategy No K-1 ETF    Invesco
SGOL    Aberdeen Standard Physical Swiss Gold Shares ETF    Aberdeen
PPLT    Aberdeen Standard Platinum Shares ETF    Aberdeen
GLTR    Aberdeen Standard Physical Precious Metals Basket Shares ETF    Aberdeen
SIVR    Aberdeen Standard Physical Silver Shares ETF    Aberdeen
PALL    Aberdeen Standard Physical Palladium Shares ETF    Aberdeen
BCI    Aberdeen Standard Bloomberg All Commodity Strategy K-1 Free Shares ETF    Aberdeen
BCD    Aberdeen Standard Bloomberg All Commodity Longer Dated Strategy K-1 Free Shares ETF    Aberdeen
DJP    Barclays Bank IPATH Bloomberg Commodity ETN    Barclay Capital
OIL    iPath Series B S&P GSCI Crude Oil Total Return Index ETN    Barclay Capital
JO    iPath Series B Bloomberg Coffee Subindex Total Return ETN    Barclay Capital
BCM    iPath Pure Beta Broad Commodity ETN    Barclay Capital
GSP    iPath S&P GSCI Total Return Index ETN    Barclay Capital
SGG    iPath Series B Bloomberg Sugar Subindex Total Return ETN    Barclay Capital

 

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Ticker

   

Name

   

Issuer

NIB    iPath Dow Jones - UBS Cocoa ETN    Barclay Capital
JJG    iPath Series B Bloomberg Grains Subindex Total Return ETN    Barclay Capital
JJC    iPath Series B Bloomberg Copper Subindex Total Return ETN    Barclay Capital
COW    iPath Series B Bloomberg Livestock Subindex Total Return ETN    Barclay Capital
BAL    iPath Series B Bloomberg Cotton Subindex Total Return ETN    Barclay Capital
DGZ    DB Gold Short ETN    DWS
OILK    ProShares K-1 Free Crude Oil Strategy ETF    ProShares
IAU    iShares Gold Trust    iShares
GLD    SPDR Gold Trust    State Street Global Advisors
CMDY    iShares Bloomberg Roll Select Commodity Strategy ETF    iShares
SCHK    The Schwab 1000 Index    Charles Schwab
SCHB    Schwab U.S. Broad Market ETF    Charles Schwab
SCHX    Schwab U.S. Large Cap ETF    Charles Schwab
SCHZ    Schwab Aggregate Bond ETF    Charles Schwab

 

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Appendix E

Penalties

Allspring’s Ethics Office has primary responsibility for monitoring employee trading activity to ensure that employees comply with the Code of Ethics. Depending on the severity of the infraction, a violation of the Code of Ethics may result in the following, subject to applicable law: an informational memorandum; a written warning; a fine and or deduction from remuneration, disgorgement of profit or other payment; a personal trading ban; termination of employment; or referral to civil or criminal authorities. The Code outlines three levels of violations: Minor, Substantive, and Serious.

 

Violation Type    Examples    Penalty
Minor       Typically an informational memorandum and or a written warning.
Substantive       Typically an informational memorandum and or a written warning; but could also result in disgorgement of profits or a personal trading ban.
Serious       Typically a written warning and disgorgement of profits and personal trading ban. Likely to also result in a deduction from remuneration. Could also result in termination of employment; or referral to civil or criminal authorities.

 

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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 December 14, 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?

      4  

III.    Does the Code of Ethics Apply to You?

      5  

IV.    Restrictions on Personal Investing Activities

      6  

V.    Reporting Requirements

      11  

VI.    Can there be any exceptions to the restrictions?

      14  

VII.    Confidential Information

      16  

VIII.    Conflicts of Interest

      16  

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

      16  

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

      18  

APPENDIX 1: DEFINITIONS

      19  

APPENDIX 2: WHAT IS “BENEFICIAL OWNERSHIP”?

      23  

APPENDIX 3: CODE-EXEMPT AND PROHIBITED SECURITIES

      26  

APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

      28  

APPENDIX 5: ACCOUNT REPORTING INSTRUCTIONS

      31  

SCHEDULE A: BOARD APPROVAL DATES

      35  

SCHEDULE B: SUBADVISED FUNDS

      36  

SCHEDULE C: BROKERS

      38  

PROHIBITED BROKERS

      38  

APPROVED ELECTRONIC BROKERS

      38  

 

Policy updated: December 14, 2022    1        

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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.

 

Policy updated: December 14, 2022    2        

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  •  

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.

 

  •  

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.

 

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: December 14, 2022    3        

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II.

Why Do We Have a Code of Ethics?

 

  A.

Investors have placed their trust in ACI

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

 

  •  

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

 

  •  

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

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

 

  B.

ACI wants to give you flexible investing options

Management believes that ACI’s own mutual funds, 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

 

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: December 14, 2022    4        

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III.

Does the Code of Ethics Apply to You?

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

 

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

 

  A.

Portfolio Persons

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

 

  B.

Investment Persons

Investment Persons include:

 

  •  

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 adviser.

 

  C.

Access Persons

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

 

  •  

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

 

  •  

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

 

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  •  

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.

 

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.

 

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  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

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.

 

3 

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

 

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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

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” or a “Prohibited Security” listed in Appendix 3?

If the security is listed on the Code-Exempt Security list, you may execute the transaction without preclearance.

If the security is listed on the Prohibited Security list, you may not execute the transaction.

If the security is not on either list, then you must obtain preclearance (Proceed to Step 2).

 

  2.

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

 

  •  

Security identifier (Ticker symbol, CUSIP, etc.)

 

4 

See Appendix 2 for an explanation of beneficial ownership.

 

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  •  

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.

 

  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.

 

5 

See Appendix 4 for a description of the preclearance process.

 

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  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.

 

  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 Index Governance 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.

 

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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.

 

  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.

 

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  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 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.

 

6 

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

 

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  •  

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;

 

  •  

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.

 

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  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;

 

  •  

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).

 

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  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.

 

  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

 

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granted once the covered person and/or the investment adviser for the trust or managed account certify that the covered person or members of their immediate family will not advise or direct transactions. ACI may require that statements or trade confirmations be received for the trust or managed account. The employee and/or adviser may be requested by Compliance to re-certify the trust arrangement.

 

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;

 

  •  

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 adviser and the Compliance and Legal departments of ACI. The Committee is responsible for determining the materiality of Code violations and appropriate sanctions.

 

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  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.

 

  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

 

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  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 advisers, and any rules adopted by the Commission or the Department of Treasury.

 

5.

“Fund Clients”

Fund clients includes each Fund Client listed on Schedule A.

 

6.

”Initial Public Offering”

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

 

7.

“Investment Adviser”

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

 

8.

“Member of Your Immediate Family”

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

 

  •  

Your spouse or domestic partner;

 

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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.

“Prohibited Security”

“Prohibited Security” is a security for which trading has been prohibited for Portfolio, Investment and Access Persons.

 

11.

“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.

 

12.

“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).

 

13.

”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;

 

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  •  

Exchange traded fund (ETFs) or similar vehicles;

 

  •  

Unit Investment Trusts (UIT);

 

  •  

Shares of open-end mutual funds;

 

  •  

Shares of closed-end mutual funds;

 

  •  

Evidence of indebtedness;

 

  •  

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

 

  •  

Collateral-trust certificate;

 

  •  

Preorganization certificate or subscription;

 

  •  

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.

 

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14.

“Subadvised Fund”

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

 

15.

“Supervised Person”

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

 

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APPENDIX

2: WHAT IS “BENEFICIAL OWNERSHIP”?

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

 

1.

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

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

 

  •  

A member of your immediate family OR

 

  •  

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

 

  •  

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

 

2.

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

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

 

3.

Am I deemed to beneficially own securities in accounts owned by a relative 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.

 

Policy updated: December 14, 2022    23        

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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 adviser. Since Tom and Mary’s resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other’s securities.

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

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

 

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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 AND PROHIBITED 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. Certain securities have been prohibited. Portfolio, Investment and Access Persons are not allowed to trade in a Prohibited Security.

 

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]

 

3.

Prohibited Securities (Portfolio, Investment, Access Persons)

 

  •  

Options Contract (Calls, Covered Calls, Puts, Naked Calls or Puts)

 

  •  

Single Stock ETFs

 

  •  

Contracts for Difference (CFDs)

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

 

Policy updated: December 14, 2022    27        

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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.

 

Policy updated: December 14, 2022    29        

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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.

Certain brokers may not be used due to their inability to consistently provide electronic transactions and holdings information. Please review Schedule C for a list of Prohibited Brokers.

Finally, account information, trading history, and position information may be provided 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.

 

Policy updated: December 14, 2022    32        

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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.

 

Policy updated: December 14, 2022    33        

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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: December 14, 2022    34        

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SCHEDULE A: BOARD APPROVAL DATES

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

 

Investment Adviser

      Most Recent Approval Date  

American Century Investment Management, Inc.

      January 1, 2018  

Principal Underwriter

      Most Recent Approval Date  

American Century Investment Services, Inc.

      January 1, 2018  

Fund Clients

      Most Recent Approval Date  

American Century Asset Allocation Portfolios, Inc.

      December 1, 2017  

American Century California Tax-Free and Municipal Funds

      December 14, 2017  

American Century Capital Portfolios, Inc.

      December 1, 2017  

American Century 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: December 14, 2022    35        

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SCHEDULE B: SUBADVISED FUNDS

(Last updated December 14, 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
Fiera Focused International Growth Fund
FP Brunel Pension Partnership ACS – Global Small Cap Equities
FP Brunel Smaller Companies Equities Fund
GuideStone Funds: Defensive Market Strategies Fund
GuideStone Funds: Small Cap Equity Fund
GuideStone Funds: Value Equity Fund
KB Asset Management, Co., LTD: KB Global ESG Securities Master Fund Equity
KB Asset Management, Co., Ltd.: KB Yellow Umbrella Global Professional Private Securities Master 36-2 (USD)(FoF)
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

 

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NN (L) Global High Dividend
NN Hoog Dividend Aandelen Fonds
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
Nomura Asset Management Europe KVG mhB – A-USA-La-ACI
Nomura Asset Management Europe KVG mhB – Aktien USA 1
Nomura Asset Management Europe KVG mhB – VZWL INKA
Nomura Funds Ireland plc - American Century Global Small Cap Equity Fund
Nomura Funds Ireland plc - American Century Global Growth Equity Fund
Nomura Funds Ireland plc - American Century Global Concentrated Global Growth Equity Fund
Nomura Funds Ireland plc - American Century Emerging Market Equity Fund
Nomura Funds Ireland plc - American Century Emerging Market Debt Total Return
Nomura Funds Ireland plc - American Century Emerging Markets Sustainable Impact Equity Fund
Nomura Funds Ireland plc - American Century Advanced Medical Impact Equity Fund
Nomura Funds Ireland plc - American Century Advanced Medical Impact Equity Fund
Nomura Institutional Fund Select – American Century Global Growth Fund
Nomura U.S. Municipal General Obligation Bond Mother Fund
Nomura U.S. Value Strategy Mother Fund
Nomura Currency Fund – U.S. Growth Equity Fund
Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio
Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio
Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio
Optimum Fund Trust: Optimum Large Cap Growth Fund
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
SHBNPP Global Professional Investment Type Private Security Master Trust No. 2 (Bond Derivatives)
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

Zurich Investments Concentrated Global Growth Scheme

Zurich Investments Unhedged Global Growth Share Scheme

Zurich Investments ACI Healthcare Impact Scheme

 

Policy updated: December 14, 2022    37        

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SCHEDULE C: BROKERS

(Last updated December 14, 2022)

Compliance has contracted with Approved Electronic Brokers to obtain a secure electronic transfer of transactions and holdings information for the brokers listed on the Approved Electronic Broker list. Additionally, employees can link their accounts using ComplianceAlpha’s aggregation feed if the broker is not listed on our Prohibited Broker list.

Due to the inability to obtain electronic trade confirmations and holdings from some brokers, maintaining a broker account is prohibited with the firms listed under Prohibited Brokers.

PROHIBITED BROKERS

The use of the following brokers is prohibited due to the broker’s inability to provide electronic trade confirmations and holdings.

Robinhood

APPROVED ELECTRONIC BROKERS

The following brokers have entered into an agreement with ACI to provide trade confirmations electronically.

Alliance Bernstein

American Century Brokerage (through Pershing)

American Century Private Client Group (through Pershing)

Ameriprise Financial

Charles Schwab - Investments

Chase – Investments

Citi Private Wealth

Citibank - Investments

Deutsche Bank

DriveWealth (Health Savings Account through WealthCare Savers)

Edward Jones

E*TRADE

Fidelity Investments

Fidelity International (UK)

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

 

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Northern Trust Securities

Northwestern Mutual (thru National Financial Services)

Oppenheimer

Raymond James

Royal Bank of Canada Wealth Management (RBC)

Roundtable (through National Financial Services)

Stifel Nicholas

TD Ameritrade, Inc.

UBS

US Trust

Vanguard Investments

Wells Fargo Advisors

 

Policy updated: December 14, 2022    39        

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MFS® Code of Ethics

Policy

December 8, 2022

Personal Investing

 

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Applies to

All MFS full-time, part-time and

temporary employees globally

All MFS contractors, interns and

co-ops who have been notified by

Compliance that they are subject

to this policy

All MFS entities

Questions?

iComply@mfs.com

Compliance Helpline, x54290

Ryan Erickson, x54430

Elysa Aswad, x54535

Carrie Arnott, x55971

For more information on administration such as regulatory authority, supervision, interpretation and escalation, monitoring, related policies, amendment or recordkeeping please click this link.

The inherent nature of MFS’ services in selecting and trading securities has the potential to create a real or apparent conflict of interest with your personal investing activities. As a result, every individual subject to this policy has a fiduciary duty to avoid taking personal advantage of any knowledge of our clients’ investment activities.

Following the letter and spirit of the rules in this policy is central to meeting client expectations and ensuring that we remain a trusted and respected firm.

 

 

Personal Investing | Page 1

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Your fiduciary duty

Always place client interests ahead of your own. You must never:

 

  •   Take advantage of your position at MFS to misappropriate investment opportunities from MFS clients.

 

  •   Seek to defraud an MFS client or do anything that could have the effect of creating fraud or manipulation.

 

  •   Mislead a client.

Account reporting obligations

Make sure you understand which accounts are reportable accounts. To determine whether an account is reportable, ask the following questions:

 

1

Is the account one of the following? ŭ A brokerage account.

 

  •   Any other type of account (such as employee stock option or stock purchase plans or UK Stocks and Shares ISA accounts) in which you have the ability to hold or trade reportable securities (see the list of reportable securities on page 8).

 

  •   Any account, including MFS-sponsored retirement or benefit plans, that holds a reportable fund (see definition of reportable fund on page 9 and a list of these funds on iComply).

 

2

Is any of the following true?

 

  •   You beneficially own the account.

 

  •   The account is beneficially owned by your spouse or domestic partner.

 

  •   The account is beneficially owned by another member of your household such as a parent, sibling or child for whom you provide financial support, such as sharing of household expenses.

 

  •   The account is beneficially owned by anyone who you claim as a tax deduction.

 

  •   The account is controlled (such as via trading authority or power of attorney) by you or another member of your household (other than to fulfill duties of employment) for whom you provide financial support, such as sharing of household expenses.

If you answered “yes” to both questions, the account is reportable.

HELPFUL TO KNOW

Beneficial ownership

The concept of beneficial ownership is broader than that of outright ownership. Anyone who is in a position to benefit from the gains or income from, or who controls, an account or investment is considered to have beneficial ownership. This means that this policy applies not only to you, but to others that share beneficial ownership in these accounts or securities. See examples on page 7. Frequently Asked Questions on the topic can be found here.

Ensure that MFS receives account statements for all your reportable accounts. Depending on the type of account or your location, you may need to provide them to Compliance directly.

Promptly report any newly opened reportable account or any existing account that has become reportable (including those at an approved broker). This includes accounts that become reportable accounts through life events, such as marriage, divorce, power of attorney or inheritance.

ADDITIONAL REQUIREMENT FOR US EMPLOYEES

Does not include interns, contractors, co-ops, or temporary employees

Maintain your reportable accounts at an approved broker. When you join MFS, if you have accounts at non- approved brokers you must close them or move them to an approved broker (list available on iComply).

In rare cases, if you file a request that includes valid reasons for an exception, we may permit you to maintain a reportable account at a broker not on the approved broker list (for instance, if you have a fully discretionary account).

HELPFUL TO KNOW

Mobile Investing Apps

Many brokerage firms offer apps for mobile devices that allow you to quickly invest in reportable securities. Be aware that these apps are brokerage accounts that are covered by this policy, and all of its rules apply to those accounts as they would to any other brokerage account. Be aware of these rules and be sure to speak with your family or household members about the applicability of this policy when using such apps.

 

 

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HELPFUL TO KNOW

Discretionary accounts and automatic investment plans

Discretionary accounts (accounts that are managed for you by a third-party registered investment adviser or bank or trust company) and transactions made under an automatic investment plan (such as an Employee Stock Ownership Plan) are reportable, but with approval from Compliance they are:

 

  •   exempt from quarterly transaction and annual holdings certifications (though you must still provide account statements).

 

  •   exempt from the Access Person and Research Analyst/Portfolio Manager trading rules (such as the rules concerning pre-clearance and the 60-day holding period, pp. 5–6), but you still must obtain pre-approval before your advisor participates in an IPO or private placement.

 

  •   exempt from certain “Ethical Personal Investing” trading rules such as excessive trading and trading of MFS funds (pp. 3–4).

Request approval for these accounts using the Account Exception form found in iComply.

Securities reporting obligations

Make sure you understand which securities are reportable securities. This includes most stocks, bonds, MFS funds, exchange-traded funds (ETFs), futures, options, structured products, private placements and other unregistered securities even if they are not held in a reportable account. See the table on page 7.

Report all applicable accounts, transactions and holdings timely. Use the iComply system and submit all reports by these deadlines:

 

  •   Initial Accounts & Holdings reports: Submit within 10 calendar days of hire or upon an access level change. Information about these holdings must be no more than 45 days old when submitted.

 

  •   Quarterly Personal Transaction Report: Submit within 30 days of the end of each calendar quarter.

 

  •   Annual Holdings Report: Submit within 30 days of the end of each calendar year.

Note that you must submit each report even if no transactions or other changes occurred during the time period.

The Quarterly Personal Transaction Reports do not need to include:

 

  •   Transactions or holdings in non-reportable securities.

 

  •   Transactions or holdings in discretionary accounts for which there is an approval on file with Compliance.

 

  •   Involuntary transactions, such as automatic investment plans, dividend reinvestments, etc. The Annual Holdings Report, however, must reflect these transactions.

ADDITIONAL REQUIREMENTS FOR APPOINTED REPRESENTATIVES IN SINGAPORE

Provide a copy of the contract note for any trade of any security, including reportable securities and non- reportable securities, to Singapore Compliance, within 7 days of the trade. Check with Singapore Compliance on the information you must provide.

Ethical Personal Investing

Never trade securities based on the improper use of information, and never help anyone else to do so. This includes any trade based on:

 

  •   Information about the investments of any MFS client, including front-running and tailgating (trading just before or just after a similar trade for a client account).

 

  •   Confidential information or inside information (information about the issuer of a security, or the security itself, that is both material and non-public).

Do not buy or sell options on Reportable Securities. This includes options on equities (but not employee stock options), ETFs and indexes. This rule does not apply to those securities listed in the Exempt Securities box below.

Do not sell securities short. This rule does not apply to those securities listed in the Exempt Securities box below.

IMPORTANT TO KNOW

Securities exempt from options and short selling rules

 

  •   Options on, or ETFs that track, the following indexes: S&P 500; NASDAQ 100; Russell 2000; S&P Europe 350; FTSE 100; FTSE Mid 250; Hang Seng 100; Nikkei 225; S&P ASX 200; S&P TSX

 

  •   Options (but not ETFs) based on non-reportable securities (e.g. commodities, currencies, US Treasuries)

Consult with Compliance when uncertain. Compliance may update this list with approval from the Employee Conduct Oversight Committee and maintain a current list on iComply.

 

 

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Do not trade excessively. At MFS, personal trading is a privilege, not a right. It should never interfere with your job performance. MFS may limit the number of trades you are allowed during a given period, or may discipline you for trading excessively. In addition, frequent trading in MFS funds may trigger other penalties, as described in the relevant fund prospectuses.

Do not accept investment discretion over accounts that are not yours. In limited circumstances, and with advance approval from Compliance, you may be allowed to assume power of attorney relating to financial or investment matters for another person or entity.

If you become an executor or trustee of an estate and it involves control over a securities account, you must notify Compliance upon assuming the role, and you must meet any reporting or pre-clearance obligations that apply.

Do not participate in any investment contest or club. This applies whether or not any compensation or prize is awarded.

Do not trade securities that MFS has restricted. Follow MFS’ instructions when you are notified of a restriction in designated securities.

Only make investments in MFS open-end funds or funds sub-advised by MFS through these methods:

 

  •   Directly through MFS Service Center (for US open-end funds) or State Street (Lux) (for Meridian Funds)

 

  •   Through an MFS Approved Broker (US employees)

 

  •   Non-US employees may invest through a financial institution of their choice

 

  •   Through an MFS-sponsored benefit plan account

 

  •   Accounts for which you have received an exception from Compliance, such as a fully discretionary account

Note that investments in non-MFS accounts are publicly available share classes only. You must also follow all rules of the relevant prospectus and all rules in this policy, such as reporting and statements.

Do not participate in initial public offerings (IPOs) or other limited offerings of securities except with advance approval from MFS. This rule includes initial, secondary and follow-on offerings of equity securities and closed-end funds and new issues of corporate debt securities.

To request approval for an IPO or secondary offering, enter an Initial Public Offering Request using the form found on iComply. Note that approval is not typically granted, and when granted often involves strict limits.

Never use a derivative, or any other instrument or technique, to get around a rule. If an investment transaction is prohibited, then you are also prohibited from effectively accomplishing the same thing by using futures, options, ETFs or any other type of financial instrument.

Do not invest in Contracts for Difference or engage in spread betting on financial markets. This includes any wagering on market spreads or behaviors and any off-exchange trading.

Do not invest in exchange traded funds based on exposure to a single security or issuer (“single-stock ETFs”). These products offer leveraged, inverse, or other complex exposure and are often designed to provide returns over short periods of time.

HELPFUL TO KNOW

Changes in job status and life events

When changing jobs within MFS, ensure that you understand the rules that apply to you. Confirm with your new manager and Compliance what your access level is and what restrictions and requirements apply to you.

When going on leave, you must continue to comply with this policy unless otherwise approved by Compliance. When you return from leave you must complete any outstanding obligations.

Be cognizant of reporting obligations under this policy when life events occur such as marriage, divorce or inheritance of an account. Consult with Compliance when uncertain.

 

 

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Pre-clearing personal trades

WHICH ACCESS LEVEL ARE YOU?

Access Persons Most MFS personnel, including all officers and directors, are designated as Access Persons. You should consider yourself an Access Person unless it has been communicated to you by Compliance that you are not.

Research Analysts and Portfolio Managers In addition to the rules for Access Persons, these individuals are subject to additional rules, as noted on the following pages.

Compliance may designate other personnel as Access Persons. This may include consultants, contractors or interns who provide services to MFS, and employees of Sun Life Financial Inc.

Make sure you understand which securities require pre-clearance. Note that there are some differences between which securities require pre-clearance and which must be reported. See the table on page 8 of this policy.

Pre-clear all personal trades in applicable securities. Request pre-clearance on the day you want to place the trade by entering your request in the iComply system. Remember that you must pre-clear trades for all of your reportable accounts (such as those of a spouse or domestic partner) as well as for securities not held in an account.

Once you have requested pre-clearance, wait for a response. Do NOT place any trade order until you have received notice of approval for that trade. Note that pre-clearance requests can be denied at any time and for any reason.

Pre-clearance approvals expire at the end of the trading day on which they are issued.

Obtain advance approval for any private investments or other unregistered securities. This includes private placements (investments in private companies), private investment in public equity securities (PIPES), hedge funds or other private funds, “crowdfunding” or “crowdsourcing” investments, peer-to-peer lending, pooled vehicles (such as partnerships), Initial Coin Offerings (ICO’s), Security Tokens and other similar investments.

Before investing, enter a Private Placement/Unregistered Securities Approval Request found on iComply, and do not act until you have received approval.

HELPFUL TO KNOW

Not recommended: Good ‘til canceled orders and buying on margin

These practices can create significant risk of policy violations.

Good ‘til canceled orders may execute after your pre-clearance approval has expired. Placing day orders avoids this risk. With margin, you might not be able to receive pre-clearance approval for those securities you wish to sell to meet a margin call

Limits to personal investment practices

Do not buy and then sell (or sell and then buy) at a profit the same or equivalent reportable security within 60 calendar days. MFS may interpret this rule very broadly. For example, it may look at transactions across all of your reportable accounts and may match trades that are not of the same size, security type or tax lot. Any gains realized in connection with these transactions must be surrendered. Note that this rule does not apply to securities that are not subject to pre-clearance, to accounts where a registered investment adviser has investment discretion, or to involuntary transactions. Japan-based personnel: See rule with higher standard below.

ADDITIONAL REQUIREMENTS FOR JAPAN-BASED PERSONNEL

Do not buy and then sell (or sell and then buy) the same or equivalent reportable security within six months.

Never trade personally in any security you have researched in the prior 30 days or are scheduled to research in the future.

 

 

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ADDITIONAL REQUIREMENTS FOR RESEARCH ANALYSTS

including Research Associates and Portfolio Managers who may write research notes

Never trade (or transfer ownership of) reportable securities personally while in possession of material information about an issuer you have researched or been assigned to research unless you have already communicated the information in a research note. Japan-based personnel: See rule with higher standard below.

Understand and fulfill your duties with regard to research recommendations. You have an affirmative duty to provide unbiased and timely research recommendations in a research note.

You must:

 

  •   Disclose trading opportunities for client accounts prior to trading personally in any securities of that issuer.

 

  •   Provide a research recommendation if a security is suitable for the client accounts even if you have already traded the security personally or if making such a recommendation would create the appearance of a conflict of interest. Notify Compliance promptly of any apparent conflicts, but do not refrain from making a research recommendation.

ADDITIONAL REQUIREMENTS FOR PORTFOLIO MANAGERS

including Research Analysts assigned to a fund as a portfolio manager

Never personally trade (or transfer ownership of) a reportable security within seven calendar days before or after a trade in any security or derivative of the same issuer in any client account that you manage. In practice, this means:

 

  •   Contacting Compliance promptly when deciding to make a portfolio trade in any security you have personally traded within the past seven calendar days (but do not refrain from making a trade that is suitable for a client account even if you have traded the security personally).

 

  •   Refraining from personally trading any reportable securities you think any of your client accounts might wish to trade within the next seven calendar days.

 

  •   Delaying personal trades in any reportable securities your client accounts have traded until the eighth calendar day after the most recent trade by a client account (or longer, to be certain of avoiding any appearance of conflict of interest).

Note that this rule does not apply to securities that are not subject to pre-clearance, to accounts where a registered investment adviser has investment discretion or to involuntary transactions.

Never buy and then sell (or sell and then buy), within 14 calendar days, any shares of a fund you manage.

Contact Compliance before any fund you manage invests in any securities of an issuer whose private securities you own or if the private entity enters into a material transaction with a public issuer. You will need to disclose your private interest and assist Compliance in performing review.

 

 

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BENEFICIAL OWNERSHIP: PRACTICAL EXAMPLES

Accounts of parents or children

 

  •   You share a household with one or both parents, but you do not provide any financial support to the parent(s): You are not a beneficial owner of the parents’ accounts and securities.

 

  •   You share a household with one or more of your children, whether minor or adult, and you provide financial support to the child: You are a beneficial owner of the child’s accounts and securities.

 

  •   You have a child who lives elsewhere whom you claim as a dependent for tax purposes: You are a beneficial owner of the child’s accounts and securities.

Accounts of domestic partners or roommates

 

  •   You are a joint owner or named beneficiary on an account of which a domestic partner is an owner: You are a beneficial owner of the domestic partner’s accounts and securities.

 

  •   You provide financial support to a domestic partner, either directly or by paying any portion of household costs: You are a beneficial owner of the domestic partner’s accounts and securities.

 

  •   You have a roommate: Generally, roommates are presumed to be temporary and to have no beneficial interest in one another’s accounts and securities.

UGMA/UTMA accounts

 

  •   Either you or your spouse is the custodian of a Uniform Gift/ Trust to Minor Account (UGMA/UTMA) for a minor, and one or both of you is a parent of the minor: You are a beneficial owner of the account. (If someone else is the custodian, you are not a beneficial owner.)

 

  •   Either you or your spouse is the beneficiary of an UGMA/UTMA account and is of majority age (for instance, 18 years or older in Massachusetts): You are a beneficial owner of the account.

Transfer on death (TOD) accounts

 

  •   You automatically become the registered owner upon the death of the prior account owner: You are a beneficial owner as of the date the account is re-registered in your name, but not before.

Trusts

 

  •   You are a trustee for an account whose beneficiaries are not immediate family members: Beneficial ownership is determined on a case-by-case basis, including whether it constitutes an outside business activity (see the Outside Activities & Affiliations Policy).

 

  •   You are a trustee for an account and you or a family member is a beneficiary: You are a beneficial owner of the account.

 

  •   You are a beneficiary of the account and can make investment decisions without consulting a trustee: You are a beneficial owner of the account.

 

  •   You are a beneficiary of the account but have no investment control: You are a beneficial owner as of the date the trust is distributed, but not before.

 

  •   You are the settlor of a revocable trust: You are a beneficial owner of the account.

 

  •   Your spouse or domestic partner is a trustee and a beneficiary: Beneficial ownership is determined on a case-by-case basis.

Investment powers over an account

 

  •   You have power of attorney over an account: You are a beneficial owner as of the date you assume control of the trading or investment decisions on the account, but not before.

 

  •   You have investment discretion over an account that holds, or could hold, reportable securities: You are a beneficial owner of the account, regardless of the location, account type or the registered owner(s) (other than to fulfill duties of employment).

 

  •   You are serving in a role that allows or requires you to delegate investment discretion to an independent third party: Beneficial ownership is determined on a case-by-case basis.
 

 

HELPFUL TO KNOW

How we enforce this policy

Compliance is responsible for interpreting and enforcing this policy. Exceptions may only be granted by Compliance. In that capacity, Compliance reviews and monitors transactions and reports and also investigates potential violations.

The Employee Conduct Oversight Committee reviews potential violations, and where it determines that a violation has occurred, it usually imposes a penalty. These may range from a violation notice to a requirement to surrender profits to a termination of employment, among other possibilities.

 

 

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Security types and transactions that must be reported and/or pre-cleared

    Report
All personnel		    Pre-clear
Access persons only
Note: Securities terminology varies widely in global markets. If a security type is not listed here or you are unsure how a security is treated under this policy, please contact Compliance directly.

Funds

Money market funds (MFS or other)

    No    No

Open-end funds and other pooled products that are advised or sub-advised by MFS (and are not money market funds)

    Yes    No

Open-end funds that are not advised or sub-advised by MFS

    No    No

529 Plans holding MFS advised or sub-advised funds

    Yes    No

Closed-end funds (including venture capital trusts, investment trusts and MFS closed-end funds)

    Yes    Yes

Exchange-traded funds (ETFs) and exchange-traded notes (ETNs), including options, futures, structured notes and other derivatives related to these exchange-traded securities

    Yes    No

Private funds

    Yes    Yes

Equities

Sun Life Financial Inc. (publicly traded shares)

    Yes    Yes

Equity securities, including real estate investment trusts (REITS), and including options, futures, structured notes or other derivatives on equities

    Yes    Yes

Fixed income

Corporate and municipal bond securities, including options, futures or other derivatives

    Yes    Yes

US Treasury securities and other obligations backed by the full faith and credit of the US government

    No    No

US government agency debt obligations that are not backed by the full faith and credit of the US government (such as Fannie Mae, Freddie Mac, Federal Home Loan Banks, Federal Farm Credit Banks and Tennessee Valley Authority)

    Yes    Yes

Government securities issued by Canada, Singapore, and the UK

    Yes    No

All other government securities issued from countries not shown above, and options, futures or other derivatives on these securities.

    Yes    Yes

Money market instruments, such as certificates of deposit and commercial paper

    No    No

Other types of assets

Initial and subsequent investments (including capital calls) in any private placement or other unregistered securities (including real estate limited partnerships or cooperatives)

    Yes    Yes

Private MFS stock and private shares of Sun Life of Canada (US) Financial Services Holdings, Inc.

    No    No

Limited offerings, IPOs, secondary offerings

    Yes    Yes

Derivatives (such as options, futures or swaps) on security indexes

    Yes    No

Derivatives (such as options, futures or swaps) on commodities and currencies, including virtual currencies

    Only if
notified by
Compliance		    Only if
notified by
Compliance

Other types of transactions

Involuntary transactions (see definition below)

    No    No

Gifts of securities, including charitable donations, transfers of ownership, and inheritances

    Yes    No

 

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Terms with special meanings

Within this policy, the following terms carry the specific meanings indicated below.

contract for difference A contract for difference (CFD) is a contract between an investor and an investment bank or a spread-betting firm. At the end of the contract, the parties exchange the difference between the opening and closing prices of a specified financial instrument, including shares or commodities.

involuntary transaction Transactions that are not under your direct or indirect influence or control, such as inheritances, gifts received, automatic investment plans, dividends and dividend reinvestments, corporate actions (such as stock splits, reverse splits, mergers, consolidations, spin-offs and reorganizations), exercise of a conversion or redemption right or automatic expiration of an option.

reportable funds Any fund for which MFS acts as investment advisor, sub-advisor, or principal underwriter including MFS retail funds, MFS Variable Insurance Trust and MFS Meridian funds. See the iComply system Policies & Procedures page for a current list of reportable funds.

 

 

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MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC

SIDECODE OF ETHICS AND PERSONAL TRADING GUIDELINES

Effective Date: December 15, 2022

Table of Contents

 

I.

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

II.

    TYPES OF ACCOUNTS/ACCOUNT OPENING REQUIREMENTS    5
   A.    Employee Securities Accounts    5
   B.    Fully Managed Account*    6
   C.    Other Morgan Stanley Accounts    7
   D.    Non-Morgan Stanley Accounts    8
   E.    Individual Savings Accounts (“ISAs”) for employees of MSIM Ltd.    8
   F.    Mutual Fund Accounts    8
   G.    Issuer Purchase Plans    9
   H.    Investment Clubs    9
   I.    Cryptocurrencies    9

III.

    PRE-CLEARANCE REQUIREMENTS FOR PERSONAL SECURITIES TRANSACTIONS    9
   A.    General    9
   B.    Initiating a Transaction    10
   C.    Pre-Clearance Valid for One Day Only    10
   D.    Restrictions and Requirements for Investment Personnel    10
   E.    Restrictions and Requirements for PPA Model Personnel    12
   F.    Employees Designated to be “Above the Wall”    12
   G.    Transacting in Morgan Stanley Securities    12
   H.    Trading Derivatives    13
   I.    Other Restrictions    14
   J.    Other Activities Requiring Pre-Clearance    15
   K.    Additional Large Trading Clearance for Employees in Asia Pacific and Japan    15

IV.

    HOLDING REQUIREMENTS    16
   A.    Proprietary and Sub-advised Mutual Funds    16
   B.    Covered Securities    16
   C.    Holding Requirements Specific to MSIMJ Employees    16
   D.    Holding Requirements Specific to HK Type 9 licensed Employees    16

V.

    REPORTING REQUIREMENTS    16
   A.    Initial Reporting and Certification    16
   B.    Quarterly Reporting and Certification    18
   C.    Annual Reporting and Certification    18

VI.

    OUTSIDE BUSINESS ACTIVITIES AND PRIVATE INVESTMENTS    20
   A.    Approval to Engage in an Outside Activity    20
   B.    Approval to Invest in a Private Investment    21

VII.

    CONSULTANTS AND TEMPORARY WORKERS    21

VIII.

    REVIEW, INTERPRETATIONS AND EXCEPTIONS    22

IX.

    ENFORCEMENT AND SANCTIONS    22

X.

    RELATED POLICIES    23

XI

    RECORDKEEPING    23

XII.

    DEFINITIONS    24

 

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 a MSIM Employee. It is very important for you to read the “Definitions” section 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. Please note that 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.

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. Personal Conflicts

As per the Firm’s Code of Conduct,

 

  •  

Personal conflicts can arise from your outside activities or investments, or those of your family. You must avoid any investment, activity or relationship that could, or could appear to, impair your judgment or interfere with your responsibilities to Morgan Stanley (the “Firm”) and our Clients.

 

  •  

Examples of potential personal conflicts include, but are not limited to:

 

  •  

Having a personal or family interest in a transaction involving Morgan Stanley

 

  •  

Competing with Morgan Stanley for the purchase or sale of services

 

  •  

Taking advantage of outside business opportunities that arise because of your position at Morgan Stanley

 

  •  

Accepting special benefits offered based on your relationship with Morgan Stanley (such as discount prices, more favorable loan terms or investment opportunities), unless the terms are offered to a broad group of individuals (for example, discounted banking services offered to all Firm employees at the same location)

 

  •  

Engaging in personal financial arrangements or certain other personal relationships with other Morgan Stanley employees

If you become aware of an actual or potential conflict, you must act in accordance with applicable regulatory requirements and our policies. You also must notify your supervisor, the Conflicts Management Officer (CMO) for your business unit in your region, a member of LCD or the Firm’s Global Conflicts Office (GCO) —including if an actual or potential conflict arises from an investment or activity that was previously approved through the Outside Business Interests (OBI) System. Consult the Conflicts of Interest InfoPage for additional information.

 

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.

 

5

Within 30 calendar days of the commencement of your employment, employees are required to disclose and seek approval of all existing Employee Securities Accounts and Fully Managed Accounts not held at the Firm, and at all times thereafter, employees must obtain prior approval through the Outside Business Interest System.

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 executed management agreement or equivalent documents, with the respective account numbers, 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.

With prior approval, 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.

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.

 

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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 during the annual certification process.

 

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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 or uploaded directly into the OBI system. 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.

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 You must report participation in these accounts initially and as part of the annual certification process.

 

8

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 a pre-clearance request via the TPC system. Any future, off-scheduled, transactions (buys and sells) require pre-clearance. You must also report DRIP holdings to Compliance as part of the annual certification process. Please note that these accounts do not require OBI disclosure.

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 (i.e., cannot hold Covered Securities) 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, any other type of participation (e.g., mining, staking participating in Initial Coin Offerings (“ICOs”), etc.) requires disclosure and pre-approval through the OBI system. Please note that Private 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 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.

 

9

Personal trade requests will be denied if there is an order for a Client in the same 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.

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

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

B. Initiating a Transaction

Prior notification must be given by completing and submitting a pre-clearance form via the TPC system. No transaction requiring preclearance may be executed prior to receiving an “Approval” e-mail from the system. Approval 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 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.

Note: PPA Model Personnel; see Section III.E “Restrictions and Requirements for PPA Model Personnel” below).

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.F “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. Exceptions from the Blackout Period may be granted if the Covered Security was traded for an index fund or index portfolio.

 

10

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.

Restrictions and Requirements that apply to Eaton Vance Affiliated Entities

Where research recommendations or conclusions are involved, Investment Personnel must adhere to the following.

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

 

  •  

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;

 

  •  

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

 

  •  

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 pre-clearance request will be denied.

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

Research Analysts and their Immediate Family 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;

 

  •  

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

 

11

  •  

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 in the TPC System for any personal securities trades for any personal securities trades one (1) calendar day prior to the intended transaction and are required to execute the trade the following business day.

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, the Global Risk & Analysis Super Department, Tax, Global Conflicts Office and Environmental and Social Risk Management Team 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. Consult MS Today for the window period announcement prior to trading.

 

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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, 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).

 

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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.

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 and executing the trade.

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.

 

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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

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.

 

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IV.

HOLDING REQUIREMENTS

A. Proprietary and Sub-advised Mutual Funds and Exchange-Traded Funds

You may not redeem or exchange Proprietary or Sub-advised Mutual Funds or Exchange- Traded 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;

 

  •  

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

 

16

  •  

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 Compliance’s review. If you have any questions, contact your local Compliance group.

 

17

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.

 

  •  

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);

 

18

  •  

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.

 

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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.

 

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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, limited partnerships, tax shelter programs, hedge funds and holding companies (e.g., 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.

 

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.

 

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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

 

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  •  

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

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

In addition to the above, you may also be subject to similar fit 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.

Previous versions include: 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, December 12, 2019, December 11, 2020, and January 1, 2022.

 

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XII

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 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 that are exempt from pre-clearance, but are subject to disclosure and holding period requirements.

 

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“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.

 

25

“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 portfolio holdings, 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.

 

26

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 (excluding high yield securities, which are prohibited), 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;

 

  •  

Exchange-traded funds including single stock Exchange-traded funds and Exchange-traded Notes

 

  •  

Futures;

 

  •  

Initial Coin Offerings and Secondary Coin Offerings;

 

  •  

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 and Exchange Traded 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.

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 your local Compliance group. For avoidance of doubt, a Derivative on a Cryptocurrency is considered to be a “Derivative” for purposes of this.

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

 

27

“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; ; 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 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);

 

  •  

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,

 

28

  •  

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. Note: 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;

 

  •  

Holding physical commodities; and

 

  •  

529 Plans provided that the plan is not invested in MSIM Sub-Advised or Proprietary Funds)

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.

“Immediate Family” pursuant to this Code includes a Covered Persons spouse or domestic partner, dependents and all other persons for whom the Covered Person, their spouse, or domestic partner contributes substantial financial support. This does not include an unrelated person who shares the same residence with the employee provided that the unrelated person and employee are financially independent of one another.

 

29

“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, including the Morgan Stanley Stock Fund, but excludes structured products, such as equity-linked or credit- linked notes.

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

“Outside 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 PPA 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.

 

30

“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.

“Proprietary or Sub-advised Exchange-Traded Funds” means any Exchange-Traded Fund for which MSIM acts as the 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; or (4) anyone deemed by Compliance to have access to investment recommendations.

“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.

 

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Appendix B: PGI Code of Ethics

Applicability

The investment advisers, investment companies, distributor companies and service companies listed in Addendum A (collectively, the Firm) have adopted this Code of Ethics, establishing a standard of conduct for Firm Employees.

Policy Statement

This Code of Ethics (the Code) establishes a standard of conduct for Firm employees by:

 

  •  

Providing clear guidance to all employees that the Firm’s Clients’ interests come first – ahead of all personal interests;

 

  •  

Providing policies and procedures consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 40 Act; and

 

  •  

Seeking to avoid conflicts of interests, or the appearance of such conflicts, when officers, directors, supervised persons, employees and other persons of the Firm own or engage in transactions involving securities.

Responsibility for policy

The Code applies to persons deemed to be Access Persons of the Firm, as defined below under Definitions. Access Persons include any officer, director, employee or other person of the Firm. Unless otherwise determined by PGI Compliance, Access Persons also includes positions held by consultants, contractors, temporary employees, interns, co-op students, and Principal Financial Group (Principal) Human Resources and Legal staff supporting the Firm.

Please see the Addenda for a custom Principal Funds Access Person definition applicable to the Funds, as well as other custom provisions applicable to certain entities of the Firm.    

The Code is supplemental to the Principal Corporate Global Code of Conduct which can be found on Principal Passport.

 

  A.

Standards of Business Conduct

The following standards of business conduct shall govern personal investment activities of Access Persons and interpretation and administration of this Code:

 

  •  

The interests of the Firm’s Clients must be placed first at all times;

 

  •  

Access Persons must act honestly and fairly and with due skill, care and diligence in the best interest of Firm clients and the integrity of the market;

 

  •  

Access Persons have an obligation to observe just and equitable principals of trading;

 

  •  

All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;

 

  •  

Access Persons should not take advantage of their positions; and

 

  •  

Access Persons must comply with applicable Federal Securities Laws.

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The Code does not attempt to identify all possible conflicts of interests, and literal compliance with each of its specific provisions will not shield Access Persons from liability for personal trading or other conduct that violates a fiduciary duty to the Firm’s Clients.

 

  B.

Protection of Material Non-Public Information

Access Persons must review and comply with the Insider Trading Policy.

It is unlawful to trade in any security based on material nonpublic (or inside) information or to disclose such information to others who may profit from it. This applies to all types of securities, including equities, options, debt, and mutual funds. All Access Persons will keep information pertaining to Clients’ portfolio transactions and holdings confidential. No person with access to securities recommendations or pending securities transactions and Client portfolio holdings should disclose this information to any person unless such disclosure is made in connection with the person’s regular functions or duties. Additionally, Access Persons with knowledge about the composition of a creation basket are prohibited from disclosing such information to any other person (except as authorized in the course of their employment) until such information is made public. All possible care should be taken to avoid discussing confidential information with anyone who would not normally have access to such information.

 

  C.

Personal Account Reporting

Access Persons must report all Covered Accounts (Accounts) in which they have Beneficial Ownership of any Reportable Security (Security) or Reportable Fund or are capable of holding such Securities at the start of their employment, upon opening of a new account and annually thereafter.

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 (Exchange Act) when determining whether a person is a beneficial owner of a Security.

For example, the term Beneficial Ownership shall encompass:

 

  •  

Securities in the person’s own Accounts;

 

  •  

Securities owned by members of the person’s immediate family sharing the same household;

 

  •  

A person’s proportionate interest in the portfolio of Securities held by a partnership, trust, corporation or other arrangements; and

 

  •  

Securities a person might acquire or dispose of through the exercise or conversion of any derivative Security (e.g. an option, whether presently exercisable or not).

Security shall have the meaning set forth in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the 40 Act including, but not limited to fixed income securities such as bonds and notes, equity securities such as stocks and exchange traded funds (ETF), derivatives such as options and futures, unit investment trusts (UIT), and private investments.

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  1.

New Accounts

New Accounts must be opened with brokerage firms that provide electronic data feeds unless otherwise pre-approved by PGI Compliance. This does not apply to ex-U.S. Accounts or Discretionary Accounts. Please refer to Addendum F for a current list of brokers that provide electronic feeds. Associated Persons of Principal Funds Distributor have an additional requirement to pre-clear the opening of new accounts.

 

  2.

Discretionary Accounts

Discretionary Accounts are reportable and require Access Persons to provide a copy of the managed account agreement to PGI Compliance. The discretionary managed account agreement outlines trading discretion authority granted to another party (individual, entity or money manager), which allows them to buy/sell Securities without the Account owner’s consent for each trade. A Discretionary Account is sometimes referred to as a “managed” or “blind-managed” account. Discretionary Accounts are exempt from the pre-clearance requirement, 30 day holding period, quarterly transaction reports and initial public offerings prohibition provisions of the Code.

 

  3.

Crypto-Asset Accounts

Crypto-Asset Accounts and their digital asset holdings are reportable. This would include investments in cryptocurrency (e.g. Bitcoin, Ethereum, Dogecoin, Shiba INU), initial coin offering (ICO), distributed ledger technology, blockchain and/or any related products and pooled investment vehicles. An Account summary must be provided upon request from PGI Compliance.

 

  4.

Principal Fund Accounts

Principal Fund Accounts are reportable and include Principal Funds that are open-end mutual funds (including underlying sub-accounts within Principal Variable Life and Variable Annuity contracts) and closed-end investment companies operated as interval funds.

Principal Funds are subject to the initial and annual reporting requirements; however, they are exempt from pre-clearance and the 30-calendar day holding period. Notwithstanding the exemption from the 30 calendar day holding period, trustees, beneficial owners of more than 10%, and certain designated Executive Officers of Principal Diversified Select Real Asset Fund and any other closed end interval fund managed by PGI or its affiliates, generally must disgorge, under Section 16 of the Exchange Act, any profit realized by such person from any purchase and sale, or any sale and purchase, of any equity security of such fund (or a security based swap agreement involving such equity security) within any period of less than six (6) months.

 

  5.

Private Investments

Private Investment are reportable and may only be acquired or sold with prior approval of the Access Person’s supervisor and PGI Compliance. Pre-approval requests for private investments can be submitted within the FIS Protegent Personal Trading Assistant (PTA) system under the Available Forms section.

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  6.

Principal Human Resources (HR) Benefit Plans

Principal HR Benefit Plans, such as the Principal Employee Stock Purchase Plan (ESPP), Excess Plan, and the Principal Select Savings 401(k) Plan, are considered Covered Accounts and will be monitored by Compliance. These Accounts are exempt from reporting, pre-clearance and holding period requirements. Compliance will obtain information directly from HR Benefits for monitoring. There is no action required by Access Persons to create these Accounts within the PTA system.

Restricted Stock Units (RSU), Stock Option Awards, Stock Options, Broad-based Options, and Performance Share Awards held in the Morgan Stanley StockPlan Connect Account that have not vested/been exercised are not subject to reporting, pre-clearance or holding period requirements. However, once vested/exercised, the stock will be swept to a retail brokerage account held with E*Trade Securities and pre-clearance will apply.

The E*Trade Securities brokerage account is subject to reporting and ALL provisions of the Code will apply to the account and its holdings, including Principal Financial Group, Inc. stock (PFG stock).

 

  D.

Personal Security Transactions

All personal security transactions must be conducted in a manner consistent with the Standards of Business Conduct outlined in this Code.

 

  1.

PFG Stock

All reporting, pre-clearance, and holding period requirements apply to transactions in PFG stock. The only exceptions are:

 

  •  

Principal Financial Group, Inc. Employee Stock Ownership Plan (ESOP) Fund units within the Principal Select Savings Plan for Employees

 

  •  

Shares granted as RSU, Stock Option Awards, Stock Options, Broad-based Options, Performance Share Awards which are held in a Morgan Stanley StockPlan Connect Account.

 

  2.

Pre-Clearance Approval

Pre-clearance approval from PGI Compliance is required for personal Security transactions prior to executing or entering into any buy or sell transaction. Transactions for which pre-clearance has been denied may not be executed.    

Pre-clearance approval:

 

  •  

Is valid for 2 business days (meaning the current day and next business day). If the trade is not executed within 2 business days, the Access Person must submit a new pre-clearance request.

 

  •  

Applies to all market and limit orders, good-till-cancel orders, and stop loss orders.

 

  •  

Is not required for Exempted Securities or Exempted Transactions. Please refer to those listed below.

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Access Persons can submit a pre-clearance request online within the PTA system, which is available on a secure internet browser with user login credentials at https://principal.ptaconnect.com/. Should an Access Person not have access to the PTA system, the person may call or email pre-clearance requests to PGI Compliance either directly or through use of a pre-approved delegate or proxy.

 

  3.

Restricted and Prohibited Transactions

The following personal Securities transaction are restricted and prohibited transactions; accordingly, you may not:

 

  •  

Execute a Security transaction without pre-clearance approval, if required.

 

  •  

Acquire any Security in an initial public offering (IPO).

 

  •  

Sell short any Security.

 

  •  

Participate in Investment Clubs.

 

  •  

Sell a Security in less than 30 calendar days after purchase date for a profit (T+30).

 

  •  

The 30-calendar day holding period does not apply to sales at a loss.

 

  •  

Any sales at a loss cannot be re-established (buy back) in the next 30 calendar days.

 

  •  

If sold at a profit prior to the expiration of the 30-calendar day period, the transaction will be a Code violation, and any profits realized may be disgorged to a charitable organization designated by the Firm.

 

  •  

Buy a Security at a lower price in less than 30 calendar days after sale date (buy back).

 

  •  

Purchase or write derivatives (such as stock options, futures on indices and options and futures on commodity, credit, currency, equity, interest rate and volatility) if the expiration date is less than 30 calendar days from the purchase date.

 

  •  

No derivative position may be closed less than 30 calendar days from the date it is established.

 

  •  

This does not apply to stock options that are part of a hedged position where the underlying stock is held long.

 

  •  

Engage in financial spread betting and contracts of difference. These types of derivative contracts involve taking or placing a bet on the price movement of a security, index, currency, commodity or other financial product.

 

  •  

Loan money to individuals or entities as an investment or business transaction. Note: this does not apply to personal loans to family.

 

  •  

Purchase PFG stock on margin, short sell PFG stock, or trade PFG put or call options, or other instruments noted in the Principal Insider Trading Policy.

 

  •  

Purchase or sell a Security at all, when so determined by the Chief Compliance Officer, in the CCO’s discretion.

 

  4.

Exempted Securities

Securities listed below are exempt from the reporting, pre-clearance, and holding period requirements:

 

  •  

Direct Obligations of the Government of the United States

 

  •  

Banker’s acceptances

 

  •  

Bank certificates of deposit

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  •  

Commercial paper

 

  •  

High quality short-term debt instruments, including repurchase agreements

 

  •  

Money market funds

 

  •  

Open-end mutual funds with outside fund companies that are not advised or sub-advised by the Firm or its affiliates. Open-end mutual funds always have a five-letter symbol ending in an “X.”

 

  •  

This exemption applies to funds used in 529 Plans that are registered as municipal securities and only offer open-end mutual funds or securities designed to mirror the structure of open-end mutual funds as underlying investment options.

 

  •  

This exemption does not apply to ETFs, I-Shares (i.e. BlackRock) and closed-end funds. All ETF transactions must be pre-cleared and are subject to the Personal Securities Transactions requirements listed above.

 

  •  

Shares issued by unit investment trusts (UIT) that are invested exclusively in one or more open-end mutual funds, none of which are advised or sub-advised by the Firm or its affiliates.

 

  5.

Exempt Transactions

The transactions listed below are exempt from the pre-clearance requirement only. All other reporting and holding period requirements apply.

 

  •  

De minimis transactions of 50 shares or less or under $500 in value of a Security in aggregate within a 30-calendar day period.

 

  •  

Transactions in Reportable Funds.*

 

  •  

Transactions in Principal Funds that are open-ended mutual funds (including underlying subaccounts of Principal Variable Life and Variable Annuity Contracts).*

 

  •  

Securities acquired through an employer-sponsored automatic payroll deduction plan. However, any sale transaction must be pre-cleared and reported.

 

  •  

Reinvestment of dividends under a dividend reinvestment plan or in an automatic investment plan for purchase of Securities already owned and pre-cleared. Note, any sale transaction must be pre-cleared as those are not part of a plan.

 

  •  

Transactions effected by an issuer pro rata of a class of Securities already owned, such as stock splits, stock dividends or the exercise of rights, warrants or tender offers (e.g. corporate actions).

 

  •  

Transactions which are non-volitional on the part of the Access Person. Transactions in an account over which the Access Person has no direct or indirect influence or control (e.g. assignment of management discretion in writing to another party).

 

  •  

Transactions in Crypto-Assets.

* Reportable Funds and Principal Funds are not subject to the 30-calendar day holding period. Notwithstanding this exemption from the 30 calendar day holding period, trustees, beneficial owners of more than 10%, and certain designated Executive Officers of Principal Diversified Select Real Asset Fund and any other closed end interval fund managed by PGI or its affiliates, generally must disgorge, under Section 16 of the Exchange Act, any profit realized by such person from any purchase and sale, or any sale and purchase, of any equity security of such fund (or a security based swap agreement involving such equity security) within any period of less than six (6) months.

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  6.

Special Rules for Portfolio Managers and Investment Personnel

A Portfolio Manager’s personal Security trading shall have no effect on Client portfolio decisions or ability to trade.    

 

  •  

No Portfolio Manager may personally transact Securities that are held or traded in actively managed portfolios for which they are responsible.

 

  •  

Portfolio Managers must obtain pre-clearance approval to trade Reportable Funds and Principal Funds (including open-end mutual funds, closed-end investment companies operated as interval funds, and ETFs) they manage.

 

  •  

Certain individuals with roles that have real-time trading data of portfolios may not personally purchase or sell a Security or its underlying securities within 7 calendar days before and after a portfolio has transacted in the same security. This blackout period is a total of 15 calendar days, which includes the full 7 calendar days before, after, and including the Client portfolio trade date.

 

  E.

Reporting and Certification Requirements

 

  1.

Initial and Annual Certification

Within 10 calendar days of hire or identification, all Access Persons must initially certify and acknowledge they have read and understand the Code and the Insider Trading Policy and its applicability to them, and that they will comply with the requirements. Thereafter, annual certification will be required no later than 30 calendar days after each calendar year-end. PGI Compliance will ensure each Access Person receives a copy of the Code and any material amendments thereto, which are available on Principal Passport.

 

  2.

Holdings and Accounts Reports

The Initial Holdings and Accounts report must be submitted within 10 calendar days after becoming an Access Person, with the Reportable Securities information being current as of a date no more than 45 calendar days prior to the date of becoming an Access Person. Thereafter, Annual Holdings and Accounts reports are required no later than 30 calendar days after each calendar year-end with information being no more than 45 calendar days prior to the report being submitted.

The Security holdings report must contain the following information:

 

  •  

Security name, number of shares, exchange ticker symbol/ CUSIP/ISIN and principal amount;

 

  •  

Name of the firm at which Securities are held; and

 

  •  

Date which the Access Person submits the report.

The Quarterly Transactions report must be submitted no later than 30 calendar days after the end of each calendar quarter. This report will list all Security transactions during the previous calendar quarter in Reportable Securities, which excludes exempted transactions and exempted securities set forth above.

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The Quarterly Transactions report must contain the following information:

 

  •  

Date of the transaction;

 

  •  

Security name, number of shares, exchange ticker symbol/CUSIP/ISIN and principal amount of each Security executed;

 

  •  

Nature of the transaction (e.g., buy or sell);

 

  •  

Price at which the transaction was effected;

 

  •  

Name of the firm through which the transaction was effected; and

 

  •  

Date which the Access Person submits the report.

 

  3.

Reporting and certifications are required within the PTA system.

Upon reporting of Securities and Accounts, Compliance will request duplicate copies of Account statements and transaction confirmations from the investment firm (commonly referred to as broker) either electronically or paper. Ex-U.S. and other Account statements and transaction reporting may need to be obtained from the Access Person if investment firm will not provide.

 

  F.

Failure to Report or Comply

Upon discovering a violation of the Code, PGI Compliance will work with the Access Person’s supervisor to recommend a sanction as determined appropriate, and the supervisor will then work with appropriate persons to impose such sanction. Sanctions may include a verbal warning, retraining session, written warning, disgorgement of profits, suspension from personal trading, or other sanctions, up to and including suspension or termination of employment.

Access Persons must report any violations of the Code or applicable laws promptly to the Chief Compliance Officer (or designee). This includes self-reporting if you commit a violation. Anyone who, in good faith, raises an issue regarding a possible violation of law, regulation, or company policy, or any suspected illegal or unethical behavior, will be protected from retaliation. Access Persons can also report violations or suspected violations to the Ethics Hotline at 1-888-858-4433, through the Principal Unethical or Fraudulent Activity Reporting Form, or through the Principal Whistleblower policy, which is available on Principal Passport.

ADMINISTRATION

The Chief Compliance Officer has the authority to interpret the Code and grant exceptions when appropriate. PGI Compliance will maintain a system for the regular review of all reports of personal Reportable Securities transactions and holdings under this Code.

Annually, individuals charged with the responsibility for monitoring compliance with this Code will prepare a written report to the Board of Directors that, at a minimum, will include:

 

  •  

Certification that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code;

 

  •  

Identification of material violations and sanctions imposed in response to those violations during the past year;

 

  •  

Description of issues that arose during the previous year under the Code; and

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  •  

Recommendations, if any, as to changes in existing restrictions or procedures based upon experience with this Code, evolving industry practices, and changes and developments in applicable laws or regulations.

Contact

 

NAME

   

CONTACT

Joelle Best    (515) 878-6414    Best.Joelle@Principal.com
Michelle Stockman    (515) 878-9599    Stockman.michelle@principal.com

Justin Lange

Chief Compliance Officer

    (515) 878-6206    Lange.Justin@Principal.com

Definitions

Access Person means any officer, director, employee or other person of the Firm, as well other any other person, who (i) has access to nonpublic information regarding any client’s purchase or sale of Securities; (ii) has access to nonpublic information regarding the portfolio holdings of any client or affiliated mutual funds; or (iii) is involved in making Security recommendations to clients or has access to such recommendations that are nonpublic. This includes positions held by consultants, contractors, temporary employees, interns, co-op students and Principal HR and legal staff supporting the Firm. All Firm employees are deemed to be Access Persons unless otherwise determined by Compliance to be specifically exempted as an Exempt Access Person.

Beneficial Ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Exchange Act when determining whether a person is a beneficial owner of a Security. For example, the term Beneficial Ownership shall encompass: (1) Securities in the person’s own Accounts; (2) Securities owned by members of the person’s immediate family sharing the same household; (3) A person’s proportionate interest in the portfolio of Securities held by a partnership, trust, corporation or other arrangements; and (4) Securities a person might acquire or dispose of through the exercise or conversion of any derivative Security (e.g. an option, whether presently exercisable or not).

Covered Account (Account) means any investment account or any other type of account that holds or is capable of holding Securities. The Account’s tax status has no impact on whether an account qualifies as an Account.

Crypto-Asset means an investment in cryptocurrency (e.g. Bitcoin, Ethereum, Dogecoin, Shiba INU), initial coin offering (ICO), distributed ledger technology, blockchain and/or any related products and pooled investment vehicles.

Exempt Access Person refers to specific personnel deemed to be exempt from the personal trading provisions of the Code and Compliance Manual, specifically, if a Board Director does not have (i) access to nonpublic information regarding any client’s purchase or sale of Securities; (ii) access to nonpublic information regarding the portfolio holdings of any client or affiliated mutual funds; and/or (iii) involvement in making Security recommendations to clients or have access to such recommendations that are nonpublic; the CCO may deem such person to be an Exempt Access Person. The CCO (or designee) will notify any Exempt Access Person of such designation. Exempt Access Person are relieved from personal trading provisions of the Code and Compliance Manual. PGI Compliance will maintain a list of any Exempt Access Persons and will review such list on an annual (or otherwise more frequent basis).

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Federal Securities Laws refers to any one or more of the laws that govern the securities industry, such as the: Securities Act of 1933 (Securities Act), Securities Exchange Act of 1934 (Exchange Act), Trust Indenture Act of 1939 (Indenture Act), Investment Company Act of 1940 (40 Act), Investment Advisers Act of 1940 (Advisers Act), Sarbanes-Oxley Act of 2002 (SOX), Title V of the Gramm-Leach-Bliley Act (GLB), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank), Jumpstart Our Business Startups Act of 2012 (JOBS Act), and any rules and regulations adopted by the U.S. Securities and Exchange Commission (SEC) under any of these statutes, as well as the Bank Secrecy Act (BSA, as it applies to funds and investment advisers), and any rules and regulations adopted thereunder by the SEC or the U.S. Department of the Treasury.

Investment Club means a group of individuals who combine their funds for the purpose of making investments and/or advancing their investment education. Participation in Investment Clubs is prohibited under this Code.

Investment Personnel means the Portfolio Managers, Traders, Charles River Trade Support staff, Compliance Department staff, any individual with authorization to send/direct a trade on client portfolios, or any individual at the discretion of the Chief Compliance Officer.

Loans mean either secured or unsecured arrangements (documented or undocumented) where an individual or entity finances a sum of money that must be repaid (with or without interest) at some point in the future. For purposed of the Code, loans to family members are excluded from this definition.

Portfolio Manager means an individual entrusted with the direct responsibility and authority to make investment decisions for or affecting the portfolios of clients.

Private Investments generally, private investments involve the sale of Securities to a relatively small number of qualified investors in a private transaction, rather than through an exchange or over-the-counter market. Private investments may not have to be registered with the SEC and, in many cases, detailed financial information is not disclosed. Examples include, but are not limited to, limited partnerships, hedge funds and private equity transactions.

Reportable Fund means (i) any fund for which the Firm serves as an investment advisor, as defined by the 40 Act; or (ii) any fund whose investment advisor or principal underwriter controls the Firm, is controlled by the Firm, or is in common control with the Firm.

Reportable Security, or Security shall have the meaning of Security as set forth in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the 40 Act. Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or

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privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. General types (although not all inclusive) include fixed income securities, such as bonds and notes; equity securities, such as stocks and exchange-traded funds (ETFs); derivatives, such as options and futures; unit investment trusts (UITs); and private investments.

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Addendum A

CODE OF ETHICS

FIRM ENTITIES

 

Together, the Firm
  
Together, the Advisers    Principal Global Investors, LLC (PGI)
   Principal Global Investors (Australia) Limited (PGIA)
   Principal Global Investors (Dubai)
   Principal Global Investors (Europe) Limited (PGIE)
   Principal Global Investors (Hong Kong) Limited (PGIHK)
   Principal Global Investors (Japan) Limited (PGIJ)
   Principal Global Investors (Singapore) Limited (PGIS)
   Principal Global Investors (Ireland) and PGI (EU)
   Principal Real Estate Investors, LLC (PrinREI)
   Principal Real Estate Europe Limited (PrinRE EU)
   Principal Enterprise Capital, LLC (PEC)
   Principal Asset Management Company (Asia) Limited (PAM Asia)
   Principal Funds, Inc.
   Principal Variable Contracts Funds, Inc.
   Principal Exchange Traded Funds
   Principal Diversified Select Real Asset Fund
Together, the Principal Funds    (and any other continuously offered registered closed-end management investment company that may be organized in the future for which PGI or any entity controlling, controlled by, or under common control with PGI, or any successor in interest to any such entity, acts as investment adviser and which operates as an interval fund pursuant to Rule 23c-3 under the 40 Act or provides periodic liquidity with respect to its Shares pursuant to Rule 13e-4 under the Exchange Act.
PFD    Principal Funds Distributor, Inc. (PFD)

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Addendum B

CODE OF ETHICS

PRINCIPAL FUNDS ACCESS PERSON PROVISIONS

The following provisions shall be substituted into the Code, where applicable, for the Principal Funds.

Principal Funds Access Person

Any individual identified as an officer or director of the Principal Funds or PGI; an officer or director of PFD; or an officer or director of any company controlling PGI who makes, participates in, or obtains information regarding the purchase or sale of Principal Funds Securities in such individual’s regular functions or duties or whose functions relate to the recommendations of such purchases or sales; any employee, temporary employee and contract employee of the Principal Funds or the Principal Funds’ Adviser who, in connection with such individual’s regular functions or duties, has access to certain nonpublic information concerning the Principal Funds’ purchase or sale of Securities or portfolio holdings or who is involved in making Securities recommendations to a Fund.

Principal Funds Special Rules Applicable to Independent Directors/Trustees

Under Rule 17j-1 of the 40 Act, an Access Person who is an Independent Director/Trustee of the Principal Funds and who would be required to make a report solely by reason of being a Principal Funds Director/Trustee need not make an initial holdings or an annual holdings report. In addition, an Independent Director/Trustee need not provide a quarterly transaction report unless the Independent Director/Trustee knew, or in the ordinary course of fulfilling such individual’s official duties as a Principal Funds Director/Trustee, should have known, that during the 15-day period immediately before or after the Independent Director’s/Trustee’s transaction in a Security, a Principal Fund purchased or sold the Security, or the Principal Funds’ Adviser or sub-adviser considered purchasing or selling the Security.

With respect to the Interval Fund(s), the trustees, beneficial owners of more than 10%, and certain designated Executive Officers of the Interval Fund(s), have certain reporting obligations regarding ownership of Interval Fund(s) shares under Section 16 of the Exchange Act. Such reporting will occur outside of the administration of this Code.

Principal Funds Administration

The Principal Funds rely upon PGI Compliance to administer the Code. It is the requirement of Principal Funds that PGI Compliance report material violations of the Code by Principal Funds Access Persons to the Principal Funds Chief Compliance Officer (or his or her designee).

No less than annually, Principal Funds Compliance will prepare a written report to the Principal Funds Board of Directors that, at a minimum, will include:

 

  •  

A certification that the Principal Funds have adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and

 

  •  

A description of issues that arose under the Code since the last report to the Board, including information about material violations and sanctions imposed in response to those violations.

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Addendum C

CODE OF ETHICS

PrinREI ACCESS PERSON PROVISIONS

The following provision shall be added to the Personal Account Reporting section of the Code for PrinREI and shall apply to all PrinREI personnel who are not associated persons of a broker-dealer. For associated persons, real estate investment property must be reported under the outside business activities guidelines.

Real Estate Investment Property

Real Estate Investment Property is reportable and may only be acquired or sold with prior approval of the PrinREI Access Person’s supervisor and Compliance. Pre-approval request for real estate investment property can be submitted within the PTA system under the Available Forms section.

The following property types are exempt from reporting and pre-approval:

 

  •  

Single-family residential property;

 

  •  

Vacation residential property;

 

  •  

Multi-family residential complex property with less than 20 units (examples include apartments and condos); and

 

  •  

Farmland property zoned and operated as agricultural.

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Addendum D

CODE OF ETHICS

PrinREI EU ACCESS PERSON PROVISIONS

The following provision shall be added to the Personal Account Reporting section of the Code for PrinRE EU.

PrinRE EU has adopted this Advisers Code in its entirety. Although this Code is U.S. centric, PrinRE EU staff must adhere to its provisions. References to U.S. federal and state law and regulations will apply in PrinRE EU where relevant but, where not relevant, PrinRE EU staff should apply European, local U.K./German/French law and regulations such as MiFID II and AIFMD.

Real Estate Investment Property

Real Estate Investment Property is reportable and may only be acquired or sold with prior approval of the PrinRE EU Access Person’s supervisor and Compliance. Pre-approval request for real estate investment property can be submitted within the PTA system under the Available Forms section.

The following property types are exempt from reporting and pre-approval:

 

  •  

Single-family residential property;

 

  •  

Vacation residential property;

 

  •  

Multi-family residential complex property with less than 20 units (examples include apartments); and

 

  •  

Farmland property zoned and operated as agricultural.

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Addendum E

CODE OF ETHICS

PGIS ACCESS PERSON PROVISIONS

The following provision shall be added to the Personal Security Transactions section of the Code for PGIS.

Exempted Securities listed below are exempt from the reporting, pre-clearance and holding period requirements:

 

  •  

Singapore Savings Bond

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Addendum F

CODE OF ETHICS

ELECTRONIC FEED BROKERS

 

ELECTRONIC FEED BROKERS
as of October 2022

Ameriprise
Charles Schwab
Citi Personal Wealth Management
E*Trade Securities
Edward Jones
Fidelity Investments
InteractiveBrokers
Janney Montgomery
J.P. Morgan Securities
LPL Financial
Merrill Lynch
Morgan Stanley
Northwestern Mutual
Principal Securities
Raymond James
RBC Wealth Management
Stifel
T.Rowe Price
TD Ameritrade
UBS
USAA Investments
Vanguard Group
Voya Financial
Wells Fargo Advisors

Version                    October 1, 2022

Last reviewed         September 2022

Effective                  2002

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Code of Business Conduct and Ethics

Revised July 2022

 

 

Pzena Investment Management, Inc.

Pzena Investment Management, LLC

 

              
Compliance Manual          Version 1.10

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Dear Colleagues/Associates:

The good name and reputation of Pzena Investment Management, Inc., Pzena Investment Management, LLC and their subsidiaries (collectively, the “Company”) are a result of the dedication and hard work of all of us. Together, we are responsible for preserving and enhancing this reputation, a task that is fundamental to our continued well-being. Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest standards of business conduct.

Set forth in the succeeding pages is the Company’s Code of Business Conduct and Ethics (“the Code”). The purpose of the Code is to reinforce and enhance the Company’s ethical way of doing business and, in particular, to provide regulations and procedures consistent with the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The contents of the Code are not new, however. The policies set forth here are part of the Company’s long-standing tradition of ethical business standards.

All employees, officers and directors are expected to comply with the policies set forth in the Code. Read the Code carefully and make sure that you understand it, the consequences of non-compliance, and the Code’s importance to the success of the Company. If you have any questions, speak to the Chief Compliance Officer or any of the alternate Compliance Officers identified in the Code.

The Code should be viewed as the minimum requirements for conduct. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person’s good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. When in doubt about the advisability or propriety of a particular practice or matter, please confer with the Legal and Compliance group.

We at the Company are committed to providing the best and most competitive services to our clients. Adherence to the policies set forth in the Code will help us achieve that goal.

Sincerely,

Richard S. Pzena

 

              
Compliance Manual          Version 1.10

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Table of Contents

 

     Page  

PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

      1  

About this Code of Business Conduct and Ethics

      1  

Purpose

      2  

Employee Provisions

      2  

Implementation

      2  

Definitions

      4  

RESPONSIBILITY TO OUR ORGANIZATION

      5  

Conflicts of Interest

      5  

Prohibited Transactions with Respect to Non-Company Securities

      6  

Employee Trading Exceptions with Respect to Non-Company Securities

      7  

Exempt Transactions

      7  

Pre-Clearance Requirement

      8  

Reporting Requirements

      9  

Other Prohibitions

      11  

Company Disclosures

      12  

Review

      13  

Reporting Violations

      13  

Background Checks

      14  

Sanctions

      14  

Required Records

      14  

Record Retention

      15  

Waivers of this Code

      15  

Corporate Opportunities

      15  

Protection and Proper Use of Company Assets

      16  

Client Information

      16  

Portfolio Company Information

      16  

Company Information

      16  

INSIDER TRADING

      17  

FAIR DEALING

      17  

Antitrust Laws

      17  

Conspiracies and Collaborations Among Competitors

      17  

Distribution Issues

      18  

Penalties

      19  

Gathering Information About the Company’s Competitors

      19  

RESPONSIBILITY TO OUR PEOPLE

      20  

Equal Employment Opportunity

      20  

Non-Discrimination Policy

      20  

Anti-Harassment Policy

      20  

Individuals and Conduct Covered

      20  

Retaliation

      21  

Reporting an Incident of Harassment, Discrimination or Retaliation

      21  

 

              
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Leave Policies

      21  

Safety in the Workplace

      21  

Weapons and Workplace Violence

      21  

Drugs and Alcohol

      22  

INTERACTING WITH GOVERNMENT

      22  

Prohibition on Gifts to Government Officials and Employees

      22  

Political Contributions and Activities

      22  

Lobbying Activities

      22  

Bribery of Foreign Officials

      23  

Amendments and Modifications.

      23  

Form ADV Disclosure.

      23  

Employee Certification.

      23  

 

              
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PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

About this Code of Business Conduct and Ethics

We at the Company are committed to the highest standards of business conduct in our relationships with each other and with our clients, suppliers, shareholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business conduct. The Company’s Code of Business Conduct and Ethics (this “Code”) helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. Furthermore, this Code sets out procedures for compliance by the Company, a registered investment adviser to separately managed advisory accounts including registered investment companies (the “Funds”) as well as unregistered funds and other private accounts, with Rule 17j-1 under the Investment Company Act of 1940, as amended, Rule 204A-1 and Rule 204-2 under the Investment Advisers Act of 1940, as amended (hereinafter, the Investment Company Act of 1940 and the Investment Advisers Act of 1940 shall collectively be referred to as the “1940 Acts” and Rule 17j-1, Rule 204A-1 and Rule 204-2 shall be collectively referred to as the “Rules”). This Code is designed to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Company’s advisory accounts may breach their fiduciary duties, and to avoid and regulate situations that may give rise to conflicts of interest that the Rules address.

This Code is based on the principle that the Company owes a fiduciary duty to clients, to ensure that its employees conduct their Personal Security Transactions (as defined below) in a manner that does not interfere with clients’ transactions or otherwise take unfair advantage of the Company’s relationship to its clients. The fiduciary principles that govern personal investment activities reflect, at a minimum, the following: (1) the duty at all times to place the interests of the client first; (2) the requirement that all Personal Security Transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; (3) the fundamental standard that investment personnel should not take inappropriate advantage of their positions; and (4) the requirement that investment personnel comply with applicable federal securities laws. Our business depends on the reputation of all of us for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.

Honesty and integrity are required of the Company and its employees, officers and directors at all times. The standards herein should be viewed as the minimum requirements for conduct. All employees, officers and directors of the Company are encouraged and expected to go above and beyond the standards outlined in this Code in order to provide clients with top level service while adhering to the highest ethical standards.

This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Employees of the Company are employed at-will, except when covered by an express, written employment agreement. This means that employees may choose to resign their employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to terminate employees’ employment at any time, for any legal reason or for no reason at all, but not for an unlawful reason.

 

              
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Purpose

The purpose of this Code is to reinforce and enhance the Company’s ethical way of doing business and, in particular, to provide regulations and procedures consistent with the 1940 Acts and the Rules. As required by Rule 204A-1, this Code sets forth standards of conduct, requires compliance with the federal securities laws and addresses personal trading. In addition, this Code is designed to give effect to the general prohibitions set forth in Rule 17j-1(b), to wit:

“It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Fund:

 

  (i)

To employ any device, scheme or artifice to defraud the Fund;

 

  (ii)

To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

 

  (iii)

To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on the Fund; or

 

  (iv)

To engage in any manipulative practice with respect to the Fund.”

Employee Provisions

All Access Persons are required to file reports of their Personal Security Transactions (as defined below), excluding exempted securities, as provided in the “Pre-Clearance Requirement” and “Reporting Requirements” sections below and, if they wish to trade in the Company’s stock or in the same securities as any of the Company’s advisory accounts, must comply with the specific procedures in effect for such transactions.

The reports of employees will be reviewed and compared with the activities of the Company’s advisory accounts and, if a pattern emerges that indicates abusive trading or noncompliance with applicable procedures, the matter will be referred to the Company’s Chief Compliance Officer (the “CCO”), who will make appropriate inquiries and decide what action, if any, is then appropriate, including escalation to the Company’s management as needed.

Implementation

In order to implement this Code, a CCO and one or more alternate Compliance Officers (each, an “Alternate”) shall be designated from time to time for the Company. The current CCO is Joan F. Berger and the current Alternates are Steven Coffey, Geoff Bauer, Jacques Pompy, and Bill Zois.

The duties of the CCO and each Alternate shall include:

 

  (i)

Continuous maintenance of a current list of Access Persons as defined herein;

 

  (ii)

Furnishing all employees with a copy of this Code, and initially and periodically informing them of their duties and obligations thereunder;

 

  (iii)

Training and educating employees regarding this Code and their responsibilities hereunder;

 

              
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  (iv)

Maintaining, or supervising the maintenance of, all records required by this Code;

 

  (v)

Maintaining a list of the Funds that the Company advises or subadvises;

 

  (vi)

Determining with the assistance of an Approving Officer (as defined below) whether any particular Personal Security Transaction should be exempted pursuant to the provisions of the sections titled “Conflicts of Interest” or “Prohibited Transactions” of this Code;

 

  (vii)

Determining with the assistance of an Approving Officer whether special circumstances warrant that any particular security or Personal Security Transaction be temporarily or permanently restricted or prohibited;

 

  (viii)

Maintaining, from time to time as appropriate, a current list of the securities that are restricted or prohibited pursuant to (vii) above;

 

  (ix)

Issuing any interpretation of this Code that may appear consistent with the objectives of the Rules and this Code;

 

  (x)

Conducting such inspections or investigations as shall reasonably be required to detect and report violations of this Code, as described in paragraphs (xi) and (xii) below, to the Company’s management and the Board of Directors of Pzena Investment Management, Inc. (the “Board”);

 

  (xi)

Submitting periodic reports to the Company’s management containing: (A) a description of any material violation by any non-executive employee of the Company and the sanction imposed; (B) a description of any violation by any director or executive officer of the Company and the sanction imposed; (C) interpretations issued by and any material exemptions or waivers found appropriate by the CCO; and (D) any other significant information concerning the appropriateness of this Code; and

 

  (xii)

Submitting a report at least annually to the Board and the Executive Committee of Pzena Investment Management, LLC (the “Executive Committee”) that: (A) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year; (B) identifies the violations described in clauses (A) and (B) of the preceding paragraph (xi); (C) identifies any recommended changes in existing restrictions or procedures based upon experience under this Code, evolving industry practices or developments in applicable laws or regulations; and (D) reports of efforts made with respect to the implementation of this Code through orientation and training programs and ongoing reminders.

Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If persons have questions, please ask them; if they have ethical concerns, please raise them. The CCO, who is responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code are available to answer questions and provide guidance and for persons to report suspected misconduct. Our conduct should reflect the Company’s values, demonstrate ethical leadership, and promote a work environment that upholds the Company’s reputation for integrity, ethical conduct and trust.

Copies of this Code are available from the CCO and on the Company’s website. A statement of compliance with this Code must be completed by all officers, directors and employees on an annual basis.

 

              
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This Code cannot provide definitive answers to all questions. If employees have questions regarding any of the policies discussed in this Code or if employees are in doubt about the best course of action in a particular situation, employees should seek guidance from a supervisor, the CCO or the other resources identified in this Code.

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company’s business. It is not intended to and does not create any obligations to or rights in any employee, director, client, supplier, competitor, shareholder or any other person or entity.

Definitions

For purposes of this Code:

 

  (i)

“Access Person(s)” means any employee, officer, or director (provided that directors may rebut the presumption of access established under Rule 17j-1(a)(1) by way of certification) of the Company. Contractors, interns, and other temporary staff are not generally included; however, we seek separate confidentiality representations from such persons.

 

  (ii)

“Approving Officer” means Richard S. Pzena, John P. Goetz, Ben Silver, Allison Fisch, or designee.

 

  (iii)

A security is “being considered for purchase or sale” when, subject to the Company’s systematic buy/sell discipline as described in its Form ADV and client and prospect presentations, (i) a recommendation to purchase or sell that security has been made by the Company to an advisory account (e.g., the Portfolio Manager has instructed Portfolio Administration to begin preparing orders) or (ii) the Portfolio Manager is seriously considering making such a recommendation.

 

  (iv)

“Beneficial Ownership” means any interest by which an employee or officer or any member of such person’s “immediate family” (which, for purposes of this Code includes a spouse or civil partner (wherever they may live), dependent child or stepchild (wherever they may live), or parent, sibling or other relative by blood or marriage living in the same household as the employee) can directly or indirectly derive a monetary benefit from the purchase, sale or ownership of a security. Thus, a person may be deemed to have Beneficial Ownership of Securities held in accounts in such person’s own name, such person’s spouse’s name, and in all other accounts over which such person does or could be presumed to exercise investment decision-making powers, or other influence or control1, including trust accounts, partnership accounts, corporate accounts or other joint ownership or pooling arrangements; provided however, that with respect to spouses, a person shall no longer be deemed to have Beneficial Ownership of any accounts not held jointly with his or her spouse if the person and the spouse are legally separated or divorced and are not living in the same household.

 

1 

In accordance with foreign regulations, this would include, without limitation, any security with which the Access Person is linked as a result of: (i) directly or indirectly controlling the security (in particular, but without limitation, by way of (i) having a majority of the voting rights in that security; or (ii) by being a shareholder in that security and having rights to appoint or remove a majority of the relevant Board, or to exercise a dominant influence over it under a shareholders’ agreement); or (ii) having a participating interest in the security, by holding, directly or indirectly, at least 20% or more of the voting rights or capital.

 

              
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  (v)

“Exempt Transactions” means the transactions described in the section hereof titled “Exempt Transactions.”

 

  (vi)

“Personal Security Transaction” means, for any employee or officer, a purchase, sale, gifting or donation of a security in which such person has, had, or will acquire a Beneficial Ownership.

 

  (vii)

“Purchase and Sale of a Security” includes, inter alia, the writing of an option to purchase or sell a security or participation in a tender offer. In addition, the “sale of a security” also includes the disposition by a person of that security by donation or gift. On the other hand, the acquisition by a person of a security by inheritance or gift is not treated as a “purchase” of that security under this Code as it is an involuntary purchase that is an Exempt Transaction under clause (iii) of the section titled “Exempt Transactions” below.

 

  (viii)

“Security” shall mean any common stock, preferred stock, treasury stock, single stock future, exchange traded fund or note, hedge fund, mutual fund, private placement, limited partnership interest, note, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, transferable share, 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 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.

RESPONSIBILITY TO OUR ORGANIZATION

Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company’s interests and to make decisions that affect the Company based on the Company’s best interests, independent of outside influences.

Conflicts of Interest

A conflict of interest occurs when employees’ private interests interfere, or even appear to interfere, with the interests of the Company. A conflict situation may arise when employees take actions or have interests that make it difficult for employees to perform Company work objectively and effectively. Each employee’s obligation to conduct the Company’s business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below.

 

              
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As a fiduciary, the Company has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of its clients. Compliance with this duty can be achieved by avoiding conflicts of interest or, when impracticable to do so, by fully disclosing all material facts concerning any conflict that does arise with respect to any client and following appropriate procedures designed to minimize any such conflict. Employees must try to avoid situations that have even the appearance of conflict or impropriety. Potential conflicts of interest should be brought to the attention of the CCO, who will determine whether further action is warranted (e.g., escalating such issues to the Risk Management Committee and/or Executive Committee, and/or recommending policy changes or additional disclosure).

 

  (i)

Conflicts of interest may arise where the Company or its employees have reason to favor the interests of one client over another client. Favoritism of one client over another client constitutes a breach of fiduciary duty.

 

  (ii)

Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by Personal Security Transactions also are addressed more specifically below.

 

  (iii)

If the Company determines that an employee’s Beneficial Ownership of a Security presents a material conflict, the employee may be restricted from participating in any decision-making process regarding the security. This may be particularly true in the case of proxy voting, and employees are expected to refer to and strictly adhere to the Company’s proxy voting policies and procedures in this regard.

 

  (iv)

Employees are required to act in the best interests of the Company’s clients regarding execution and other costs paid by clients for brokerage services. Employees are expected to refer to and strictly adhere to the Company’s Best Execution policies and procedures.

 

  (v)

Access Persons are not permitted to knowingly sell to or purchase from a client any security or other property, except securities issued by the client.

Employees, officers and directors are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. The Company’s Insider Trading Policy is hereby incorporated by reference and employees, officers and directors are required to comply with the provisions therein.

Prohibited Transactions with Respect to Non-Company Securities*

 

  (i)

No Access Person or any member of such Access Person’s immediate family may enter into a Personal Security Transaction for any security, or related security (e.g., derivatives, convertible instruments, corporate bonds), with actual knowledge that, at the same time, such security is “being considered for purchase or sale” by advisory accounts of the Company, or that such security is the subject of an outstanding purchase or sale order by advisory accounts of the Company except as provided below in the section titled “Employee Trading Exceptions with Respect to Non-Company Securities”;

 

  (ii)

Except under the circumstances described in the section below titled “Employee Trading Exceptions with Respect to Non-Company Securities,” no Access Person or any member of such Access Person’s immediate family shall purchase or sell any security, or related security, within one business day before or after the purchase or sale of that security by advisory accounts of the Company;

 

              
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  (iii)

No Access Person or any member of such Access Person’s immediate family shall be permitted to effect a short-term trade (i.e., to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) involving the same or equivalent securities;

 

  (iv)

No Access Person or any member of such Access Person’s immediate family is permitted to enter into a Personal Security Transaction for any security that is named on a Prohibited List;

 

  (v)

No Access Person or any member of such Access Person’s immediate family shall purchase any security in an Initial Public Offering (other than a security issued by the Company);

 

  (vi)

No Access Person or any member of such Access Person’s immediate family shall, without the express prior approval of the CCO, acquire any security in a private placement, and if a private placement security is acquired, such employee must disclose that investment when he/she becomes aware of the Company’s subsequent consideration of any investment in that issuer, and in such circumstances, an independent review shall be conducted by the CCO;

 

*

For any transactions by employees, directors and certain related persons in the Company’s securities, please refer to the separate policy titled “Restrictions on Transactions in the Company’s Securities.”

Employee Trading Exceptions with Respect to Non-Company Securities*

Notwithstanding the prohibitions of the above section titled “Conflicts of Interest,” an employee is permitted to purchase or sell any security, or related security, other than the Company’s securities within one business day of the purchase or sale of that security by advisory accounts of the Company if the purchase or sale of the security is approved or allocated only after the Company’s advisory accounts have each received their full allocation of the security purchased or sold on that day.

 

*

For any transactions by employees, directors and certain related persons in the Company’s securities, please refer to the separate policy titled “Restrictions on Transactions in the Company’s Securities.”

Exempt Transactions

The following transactions are exempt from the pre-clearance, prohibitions, and reporting provisions of this Code:

 

  (i)

Purchases or sales of securities of an open-end mutual fund, index fund, collective investment trusts (CITs), money market fund or other registered investment company that is not advised or subadvised by the Company;

 

              
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  (ii)

Purchases or sales of securities for an account over which an employee has no direct control and does not exercise indirect control (e.g., an account managed on a fully discretionary basis by a third party);

 

  (iii)

Involuntary purchases or sales made by an employee;

 

  (iv)

Purchases that are part of an automatic dividend reinvestment plan;

 

  (v)

Purchases that are part of an automatic investment plan, except that any transactions that override the preset schedule of allocations of the automatic investment plan must be reported in a quarterly transaction report;

 

  (vi)

Purchases or sales of U.S. Treasury securities (including purchases directly from the Treasury or a Federal Reserve Bank) and other direct obligations of the U.S. Government, as well as unsecured obligations of U.S. Government sponsored enterprises;

 

  (vii)

Purchases or sales of money market instruments, such as banker’s acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments;

 

  (viii)

Purchases or sales of units in a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds;

 

  (ix)

Purchases resulting from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of securities of such issuer and the sale of such rights; and

 

  (x)

Purchases or sales of futures (except individual stock futures contracts) and commodity contracts.

The following transactions are exempt from the pre-clearance and prohibitions provisions of this Code; however, the reporting requirements of this Code shall apply to:

 

  (i)

Purchases or sales of open-end mutual funds or CITs advised or subadvised by the Company;

 

  (ii)

Purchases or sales of closed-end mutual funds, exchange traded funds or notes (ETF/ETN), and derivatives of such securities;

 

  (iii)

Purchases or sales of municipal securities.

Pre-Clearance Requirement

 

  (i)

Unless an exception is granted by the CCO, each Access Person and each member of their immediate family must pre-clear all Personal Security Transactions by submitting a request through the MyComplianceOffice Technologies (“MCT”) system and awaiting approval. A pre-clearance request to trade in a security, or related security, that is held

 

              
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  in a client account or that is being considered for client purchase or sale, must also be accompanied by a fully completed Securities Transaction Pre-Clearance Form, as approved by the CCO (or Alternate). The Securities Transaction Pre-Clearance Forms generally include the signatures of an Approving Officer, the relevant Portfolio Manager, the Portfolio Implementation Desk and the Trading Desk. The MCT system will include a list of all such securities within a “Restricted List.” The Securities Transaction Pre-Clearance Form can be found in the Employee Area of the Company’s intranet site.

 

  (ii)

All pre-cleared Personal Security Transactions, with the exception of private placements, must take place on the same day that the clearance is obtained. Personal Security Transactions in foreign markets will be approved for the next trading session in that local market. If the transaction is not completed on the date of clearance, a new clearance must be obtained, including one for any uncompleted portion. Post-approval is not permitted under this Code. If it is determined that a trade was completed before approval was obtained, it will be considered a violation of this Code; and

 

  (iii)

In addition to the restrictions contained in the “Conflicts of Interest” section hereof, an Approving Officer or the CCO may refuse to grant clearance of a Personal Security Transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, an Approving Officer or the CCO will consider the following factors in determining whether or not to clear a proposed transaction:

 

  (1)

whether the amount or the nature of the transaction or person making it is likely to affect the price or market of the security; and

 

  (2)

whether the individual making the proposed purchase or sale is likely to receive a disproportionate benefit from purchases or sales being made or considered on behalf of any of the advisory clients of the Company.

The pre-clearance requirement does not apply to Exempt Transactions. In case of doubt, the employee may present a Securities Transaction Pre-clearance Request Form to the CCO for consideration.

Reporting Requirements

 

  (i)

No later than 10 days after becoming an employee, each individual shall provide a listing of all securities Beneficially Owned by the employee (an “Initial Holdings Report”). The information in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person became an employee. The Initial Holdings Report should be furnished to the CCO, Alternate or any other person whom the Company designates, and contain the following information:

 

  (1)

The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares or the principal amount of each reportable security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

 

              
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  (2)

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any reportable securities were held for the direct or indirect benefit of the Access Person, the account number; and

 

  (3)

The date the report is submitted by the Access Person.

 

  (ii)

All employees must disclose any outside securities accounts in which they have Beneficial Ownership (as defined above) through MCT. For all U.S.-based employees, unless otherwise approved by the CCO, securities accounts may only be maintained at the brokerage firms that provide the Company with a direct electronic feed through the MCT system. The list of approved brokerage firms is available on the Company’s intranet site. For accounts held at brokerage firms that do not provide the Company with a direct electronic feed, employees must direct their brokers and/or affiliated mutual fund custodians to supply the CCO on a timely basis with duplicate copies of monthly or quarterly statements for all personal securities accounts as are customarily provided by the firms maintaining such accounts. Accounts that are managed on a fully discretionary basis by an outside adviser (i.e., the employee has no direct control and does not exercise indirect control) must also be disclosed and may be held at a brokerage firm of the employee’s choosing.

 

  (iii)

Such duplicate statements must contain the following information (as applicable):

 

  (1)

The date and nature of each transaction (purchase, sale or any other type of acquisition or disposition), if any;

 

  (2)

Title, and as applicable the exchange ticker symbol or CUSIP number (if any), interest rate and maturity date, number of shares and, principal amount of each security and the price at which the transaction was effected;

 

  (3)

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

 

  (4)

The date of issuance of the duplicate statements.

 

  (iv)

No later than 30 days after each calendar quarter, all employees covered by this Code shall provide quarterly transaction reports confirming that they have disclosed or reported all Personal Security Transactions and holdings required to be disclosed or reported pursuant hereto for the previous quarter.

 

  (v)

Within forty-five days of the end of each calendar year, all employees shall provide annual holdings reports listing all securities Beneficially Owned by the employee (the “Annual Holdings Report”). The information contained in the Annual Holdings Report shall be current as of a date no more than 45 days prior to the date the report is submitted, and shall include:

 

  (1)

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

 

              
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  (2)

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

 

  (3)

The date the report is submitted by the Access Person.

 

  (vi)

Any statement or report submitted in accordance with this section may, at the request of the employee submitting the report, contain a statement that it is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership in any Security to which the report relates.

 

  (vii)

All employees shall certify in writing, annually, that they have read and understand this Code and have complied with the requirements hereof and that they have disclosed or reported all Personal Security Transactions and holdings required to be disclosed or reported pursuant hereto.

 

  (viii)

The CCO shall retain records for each employee that shall contain the monthly/quarterly account statements, quarterly and annual reports listed above and all Securities Transaction Pre-clearance Forms.

 

  (ix)

With respect to the receipt of gifts and entertainment, all employees shall promptly report on a form designated by the CCO the nature of such gift or entertainment, the date received, its approximate value, the giver and the giver’s relationship to the Company.

 

  (x)

With respect to reports regarding accounting matters, the Company is committed to compliance with applicable securities laws, rules, and regulations, accounting standards and internal accounting controls. Employees are expected to report any complaints or concerns regarding accounting, internal accounting controls and auditing matters (“Accounting Matters”) promptly. Reports may be made to the CCO in person, or by calling the Helpline at 1-888-475-8376. Reports may be made anonymously to the Helpline; or in writing to the CCO at their offices by inter-office or regular mail. All reports will be treated confidentially to the extent reasonably possible. No one will be subject to retaliation because of a good faith report of a complaint or concern regarding Accounting Matters.

Other Prohibitions

Gifts

No Access Person shall accept any gifts or anything else of more than a de minimis value from any person or entity that does business with or on behalf of the Company or any of the advisory accounts of the Company. For purposes hereof, “de minimis value” shall mean a value of less than $100 per calendar year, or such higher amount as may be set forth in FINRA Conduct Rule 3220 from time to time. Furthermore, all gifts to consultants and other decision-makers for client accounts must be reasonable in value and must be pre-approved by the Managing Principal, Marketing and Client Services and the CCO before distribution. The Company has adopted a Business Gift and Entertainment Policy, which is located in the Company’s Compliance Manual.

 

              
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Political Contributions

No Access Person may make political or charitable contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, no Access Person may consider the Company’s current or anticipated business relationships as a factor in soliciting political or charitable contributions. The Company has adopted a Political Contributions Policy which is located in the Company’s Compliance Manual.

Outside Business Activities

No director or executive officer of the Company may serve on the board of directors (or similar governing body) of any corporation or business entity without the prior written approval of the Company’s management. Non-executive employees of the Company may only serve on the board of directors (or similar governing body) of a corporation or business entity with the prior written approval of the CCO in consultation with the Company’s management, and if necessary the Board. Prior written approval of the CCO is also required in the following two (2) additional scenarios:

 

  (1)

Advisory Committee positions of any business, government or charitable entity where the members of the committee have the ability or authority to affect or influence the selection of investment managers or the selection of the investment of the entity’s operating, endowment, pension or other funds.

 

  (2)

Positions on the board of directors, trustees or any advisory committee of a Company client or any potential client who is actively considering engaging the Company’s investment advisory services.

Prior to engaging in any outside employment or other business activity (“Outside Business Activity”) Access Persons must receive written approval from their department supervisor and the CCO (or Alternate). Outside Business Activity shall be permitted if it is free of any actions that could be considered a conflict of interest. Outside Business Activity must not adversely affect an Access Person’s job performance at the Company, and must not result in absenteeism, tardiness or an Access Person’s inability to work overtime when requested or required. Access Persons may not engage in Outside Business Activity that requires or involves using Company time, materials or resources.

Upon hire, all Access Persons shall disclose any Outside Business Activity in which they are engaged. Furthermore, on an annual basis, Access Persons shall complete a certification for all Outside Business Activity in which they are engaged.

Company Disclosures

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the SEC and in all other public communications made by the Company.

Employees must complete all Company documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. Employees must record the Company’s financial activities in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. Employees must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

 

              
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Review

All pre-clearance requests, statements and reports of Personal Security Transactions and completed portfolio transactions of each of the Company’s advisory clients shall be compared by or under the supervision of the CCO to determine whether a possible violation of this Code and/or other applicable trading procedures may have occurred. Before making any final determination that a violation has been committed by any person, the CCO shall give such person an opportunity to supply additional explanatory information.

If the CCO or Alternate determines that a material violation of this Code has or may have occurred, he or she shall, following consultation with counsel to the Company if needed, submit a written determination and any additional explanatory material provided by the individual to the Company’s management, the Board and the Executive Committee as necessary.

No person shall review his or her own report. If a Personal Security Transaction of the CCO or the CCO’s spouse is under consideration, an Alternate shall act in all respects in the manner prescribed herein for the CCO.

Reporting Violations

Any violations of this Code including violations of applicable federal securities laws, whether actual, known, apparent or suspected, should be reported promptly to the CCO or to any other person the Company may designate (as long as the CCO periodically receives reports of all violations). It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and an employee acting on his own may compromise the integrity of an investigation and adversely affect both employees and the Company.

Any reports of violations will be treated confidentially to the extent permitted by law and reasonably possible and investigated promptly and appropriately. Any such reports may also be submitted anonymously. Employees are encouraged to consult the CCO with respect to any transaction that may violate this Code and to refrain from any action or transaction that might lead to the appearance of a violation. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.

The Company has a 24-hour Helpline, 1-888-475-8376, which employees can use to report violations of the Company’s policies or to seek guidance on those policies. Employees may report suspected violations to or ask questions of the Helpline anonymously; however, providing such employee’s name may expedite the time it takes the Company to respond to such employee’s call, and it also allows the Company to contact an employee if necessary during any investigation. Either way, the Company should treat the information that employees provide as confidential.

 

              
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Background Checks

Employees are required to promptly report any criminal, regulatory or governmental investigations or convictions to which they become subject. Each employee is required to promptly complete and return any background questionnaires that the Company’s Legal and Compliance group may circulate.

Sanctions

The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Any violation of this Code shall be subject to the imposition of such sanctions by the CCO as may be deemed appropriate under the circumstances to achieve the purposes of the Rules and this Code, and may include suspension or termination of employment or of trading privileges, the rescission of trades, a written censure, imposition of fines or of restrictions on the number or type of providers of personal accounts; and/or requiring equitable restitution.

Required Records

Required Records (as listed in this section) must be kept in an easily accessible place. In addition, no records should be selectively destroyed, and all records must be retained if they are connected with any litigation/government investigation. The CCO shall maintain and cause to be maintained in an easily accessible place, the following records:

 

  (a)

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

 

  (b)

A record of any violation of this 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;

 

  (c)

A copy of each report made by the CCO within two years from the end of the fiscal year of the Company in which such report or interpretation is made or issued (and for an additional three years in a place that need not be easily accessible);

 

  (d)

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

 

  (e)

A record of all written acknowledgements of receipt of this Code for each person who is currently, or within the past five years was, subject to this Code;

 

  (f)

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

 

  (g)

All pre-clearance forms shall be maintained for at least five years after the end of the fiscal year in which the approval was granted;

 

  (h)

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

 

  (i)

Any exceptions reports prepared by Approving Officers or the Compliance Officer;

 

              
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  (j)

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

 

  (k)

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

For the first two years, the required records shall be maintained in the Company’s New York offices.

Record Retention

In the course of its business, the Company produces and receives large numbers of records. Numerous laws require the retention of certain Company records for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company’s policy is to identify, maintain, safeguard and destroy or retain all records in the Company’s possession on a systematic and regular basis. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises or designated storage facilities, except in those instances where Company records may be temporarily brought home by employees working from home in accordance with approvals from their supervisors or applicable policies about working from home or other remote locations.

If employees learn of a subpoena or a pending or contemplated litigation or government investigation, employees should immediately contact the General Counsel. Employees must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until employees are advised by the Legal and Compliance group as to how to proceed. Employees must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If employees have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, employees should preserve the records in question and ask the Legal and Compliance group for advice.

Waivers of this Code

Waivers for directors and executive officers may be made by either the Board or the Audit Committee of the Board and must be promptly disclosed as required by law. Waivers for non-executive officers and employees may be made by the CCO.

Corporate Opportunities

Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If employees learn of a business or investment opportunity through the use of corporate property or information or an employee’s position at the Company, such as from a competitor or actual or potential client, supplier or business associate of the Company, employees may not participate in the opportunity or make the investment without the prior written approval of the CCO. Directors must obtain the prior approval of the Board. Such an opportunity should be considered an investment opportunity for the Company in the first instance. Employees may not use corporate property or information or an employee’s position at the Company for improper personal gain, and employees may not compete with the Company.

 

              
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Protection and Proper Use of Company Assets

We each have a duty to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. We should take measures to prevent damage to and theft or misuse of Company property. When employees leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for business purposes only.

Client Information

Current federal regulations are designed to protect the privacy of customers of financial institutions and financial services providers. In this regard, the Company has adopted privacy policies (the “Privacy Policies”) by which each employee of the Company must agree to abide. The CCO will ensure that each employee of the Company acknowledges their adherence to the Privacy Policies. A copy of the Privacy Policies is found in the Company’s Compliance Manual. The Company will keep a copy of the Privacy Policies and will make them available upon request.

Portfolio Company Information

Certain limitations on trading and other activities may result from employees of the Company receiving access to material, nonpublic information regarding the plans, earnings, operations or financial condition of issuers (“Portfolio Companies”). If, in employee conversations, meetings or written communications with Portfolio Company management, employees are told (or have reason to believe) that the information employees have received is not public, employees should notify the CCO immediately. If employees are forewarned that the information employees are about to receive is confidential/not public, employees should ask the person not to disclose the information to employees until employees have a chance to check with the Legal and Compliance group. The Company’s Insider Trading Policy more fully discusses material, nonpublic information.

Company Information

Unless employees are doing so in connection with Company duties and responsibilities, employees should not discuss specific details about the Company’s business with unauthorized persons, including family members. Even when representing the Company, employees need to be careful about disclosing certain information. Engaging in discussions with outside parties (who are not custodians and brokers or dealers implementing such strategies and transactions for us) about specific strategies or transactions in Portfolio Companies that the Company is or is considering implementing for clients may present a conflict of interest for the Company and may even subject the recipient of such information to this Code (including its personal trading policies). It is very important to remember this when having discussions with personal friends, social acquaintances and former business associates or colleagues who are active investment management professionals (e.g., hedge fund managers, other investment advisers). It is equally important to remember this when employees are discussing the Company’s business or clients with colleagues in public places (e.g., elevators, lunch lines). Employees should be particularly careful not to use actual company or client names in any public settings.

Information that is proprietary to the Company should not be shared with others. With regard to what might constitute material that is proprietary and/or should not be shared, employees may use a simple guideline that if we paid for it or if we created it, it is likely proprietary and should not be shared. For example, the Company’s proprietary stock analysis software should not be shared with others.

 

         
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INSIDER TRADING

Various federal and state securities laws and the Investment Advisers Act of 1940 (Section 204A) require every investment adviser to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such adviser’s business, to prevent the misuse of material, nonpublic information in violation of the Investment Advisers Act of 1940 or other securities laws by the investment adviser or any person associated with the investment adviser.

The CCO has the primary responsibility for the implementation and monitoring of the Company’s Insider Trading Policy, practices, disclosures and recordkeeping. The Company’s Insider Trading Policy is designed to detect and prevent illegal insider trading. The Insider Trading Policy covers: (i) the Company, (ii) all persons controlled by, controlling or under common control with the Company (iii) consultants, subtenants, office occupants or other persons who are deemed to be Access Persons under this Code; and (iv) each and every employee, officer, director, general partner and member of the Company and any person described in clause (ii) (all persons described in this paragraph are referred to collectively as the “Covered Persons”). The Insider Trading Policy extends to activities both within and outside each Covered Person’s relationship with the Company. The CCO will ensure that each employee of the Company acknowledges their adherence to the Insider Trading Policy. The Company will keep a copy of the Insider Trading Policy and will make it available upon request.

FAIR DEALING

The Company depends on its reputation for quality, service and integrity. The way we deal with our clients, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. Employees should endeavor to deal fairly with the Company’s clients, suppliers, competitors and other employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Antitrust Laws

While the Company competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with all applicable antitrust and competition laws. While it is impossible to describe antitrust and competition laws fully in any code of business conduct, this Code gives an overview of the types of conduct that are particularly likely to raise antitrust concerns. If employees are or become engaged in activities similar to those identified in this Code, employees should consult the Legal and Compliance group for further guidance.

Conspiracies and Collaborations Among Competitors

One of the primary goals of the antitrust laws is to promote and preserve each competitor’s independence when making decisions on price, output, and other competitively sensitive factors. Some of the most serious antitrust offenses are agreements between competitors that limit independent judgment and restrain trade, such as agreements to fix prices, restrict output or control the quality of products, or to divide a market for clients, territories, products or purchases. Employees should not agree with any competitor on any of these topics, as these agreements are virtually always unlawful. (In other words, no excuse will absolve employees or the Company of liability.)

 

              
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Unlawful agreements need not take the form of a written contract or even express commitments or mutual assurances. Courts can — and do — infer agreements based on “loose talk,” informal discussions, or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor’s representative, no matter how innocuous it may seem at the time, may later be subject to legal scrutiny and form the basis for accusations of improper or illegal conduct. Employees should take care to avoid involving themselves in situations from which an unlawful agreement could be inferred.

By bringing competitors together, trade associations and standard-setting organizations may raise antitrust concerns, even though such groups serve many legitimate goals. The exchange of sensitive information with competitors regarding topics such as prices, profit margins, output levels, or billing or advertising practices may potentially violate antitrust and competition laws, as may creating a standard with the purpose and effect of harming competition. Employees must notify the Legal and Compliance group before joining any trade associations or standard-setting organizations. Further, if employees are attending a meeting at which potentially competitively sensitive topics are discussed without oversight by an antitrust lawyer, employees should object, leave the meeting, and notify the Legal and Compliance group immediately.

Joint ventures with competitors are not illegal under applicable antitrust and competition laws. However, like trade associations, joint ventures present potential antitrust concerns. The Legal and Compliance group should therefore be consulted before negotiating or entering into such a venture.

Distribution Issues

Relationships with clients and suppliers may also be subject to a number of antitrust prohibitions if these relationships harm competition. For example, it may be illegal for a company to affect competition by agreeing with a supplier to limit that supplier’s sales to any of the Company’s competitors. Collective refusals to deal with a competitor, supplier or client may be unlawful as well. While the Company generally is allowed to decide independently that it does not wish to buy from or sell to a particular person, when such a decision is reached jointly with others, it may be unlawful, regardless of whether it seems commercially reasonable.

Other activities that may raise antitrust concerns are:

 

  (i)

discriminating in terms and services offered to clients, where the Company treats one client or group of clients differently than another;

 

  (ii)

exclusive dealing agreements, where the Company requires a client to buy only from a particular supplier, or the supplier to sell only to the Company or the client;

 

  (iii)

tying arrangements, where a client or supplier is required, as a condition of purchasing or selling one product or service, also to purchase or sell a second, distinct product or service;

 

  (iv)

“bundled discounts,” in which discount or rebate programs link the level of discounts available on one product or service to purchases of separate but related products or services; and

 

  (v)

“predatory pricing,” where the Company offers a discount that results in the sales price of a product or service being below the product’s or service’s cost (the definition of cost varies depending on the court), with the intention of sustaining that price long enough to drive competitors out of the market.

 

              
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Because these activities are prohibited under many circumstances, employees should consult the Legal and Compliance group before implementing any of them.

Penalties

Failure to comply with the antitrust laws could result in jail terms for individuals and large criminal fines and other monetary penalties for both the Company and individuals. In addition, private parties may bring civil suits to recover three times their actual damages, plus attorney’s fees and court costs.

The antitrust laws are extremely complex. Because antitrust lawsuits can be very costly (even when a company has not violated the antitrust laws and is cleared in the end), it is important to consult with the Legal and Compliance group before engaging in any conduct that even appears to create the basis for an allegation of wrongdoing. It is far easier to structure employee conduct to avoid erroneous impressions than to explain their conduct in the future when an antitrust investigation or action is in progress. For that reason, when in doubt, consult the Legal and Compliance group with any concerns.

Gathering Information About the Company’s Competitors

It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, employees should abide by the following guidelines:

 

  1.

We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our clients, as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the client as a messenger, or (b) gather information in breach of a client’s nondisclosure agreement with a competitor or through other wrongful means. Employees should be able to identify the source of any information about competitors.

 

  2.

We must never attempt to acquire a competitor’s trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor’s nondisclosure agreement.

 

  3.

If there is any indication that information that employees obtain was not lawfully received by the party in possession, employees should refuse to accept it. If employees receive any competitive information anonymously or that is marked confidential, employees should not review it and should contact the Legal and Compliance group immediately.

The improper gathering or use of competitive information could subject employees and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, employees should contact the Legal and Compliance group.

 

              
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RESPONSIBILITY TO OUR PEOPLE

Equal Employment Opportunity

It is the policy of the Company to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or any other characteristic protected by applicable federal, state, or local law. Our employment practices and decisions adhere to the principles of non-discrimination and equal employment opportunity. All personnel involved in hiring, promotion, transfers, compensation, benefits, termination and all other terms and conditions of employment are made aware of their responsibilities in support of these corporate goals.

Non-Discrimination Policy

The Company is committed to a work environment in which all individuals are treated with respect and dignity. Each employee has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Company expects that all relationships among persons in the office will be free of bias, prejudice and harassment.

Anti-Harassment Policy

The Company is committed to maintaining a work environment that is free of discrimination. In keeping with this commitment, we will not tolerate unlawful harassment of our employees by anyone, including any supervisor, co-worker or third party. Harassment consists of unwelcome conduct, whether verbal, physical or visual, that is based on a person’s race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or other protected characteristic, that (1) has the purpose or effect of creating an intimidating, hostile or offensive work environment; (2) has the purpose or effect of unreasonably interfering with an individual’s work performance; or (3) otherwise adversely affects an individual’s employment opportunities. Harassment will not be tolerated.

Harassment may include derogatory remarks, epithets, offensive jokes, intimidating or hostile acts, the display of offensive printed, visual or electronic material, or offensive physical actions. Sexual harassment deserves special mention. Unwelcome sexual advances, requests for sexual favors, or other physical, verbal or visual conduct based on sex constitutes harassment when (1) submission to the conduct is required as a term or condition of employment or is the basis for employment action, or (2) the conduct unreasonably interferes with an individual’s work performance or creates an intimidating, hostile or offensive workplace. Sexual harassment may include propositions, innuendo, suggestive comments or unwelcome physical contact.

Individuals and Conduct Covered

These policies apply to all applicants and employees, and prohibit harassment, discrimination and retaliation whether engaged in by fellow employees, by a supervisor or manager or by someone not directly connected to the Company (e.g., an outside vendor, consultant or client).

Conduct prohibited by these policies is unacceptable in the workplace and in any work-related setting outside the workplace, such as during business trips, business meetings and business-related social events.

 

              
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Retaliation

The Company prohibits retaliation against any individual who reports discrimination or harassment or participates in an investigation of such reports. Retaliation against an employee for reporting discrimination or harassment or for participating in an investigation of a claim of harassment or discrimination is a serious violation of this policy and, like harassment or discrimination itself, will be subject to disciplinary action.

Reporting an Incident of Harassment, Discrimination or Retaliation

The Company strongly urges the timely reporting of all incidents of harassment, discrimination or retaliation regardless of the offender’s identity or position. Individuals should file their complaints with their immediate supervisor, the General Counsel, the Chief Human Resources Officer, or any member of senior management before the conduct becomes severe or pervasive. Individuals should not feel obligated to file their complaints with their immediate supervisor first before bringing the matter to the attention of one of the other designated representatives identified above. To the fullest extent practicable, the Company will maintain the confidentiality of those involved, consistent with the need to investigate alleged harassment and take appropriate action. Misconduct constituting harassment, discrimination or retaliation will be dealt with promptly and appropriately.

Each supervisor and manager is responsible for enforcing these policies against unlawful discrimination, harassment and retaliation, and maintaining a work environment free from sexual and other unlawful discrimination, harassment and retaliation. This includes understanding these policies; reporting any complaint of unlawful discrimination, harassment or retaliation received from an employee to the appropriate Company representative; cooperating with investigations into reported allegations, and taking the necessary and appropriate action where such allegations are substantiated.

Employees who have experienced conduct they believe is contrary to this policy have an obligation to take advantage of this complaint procedure.

Leave Policies

The Company provides leaves of absences in accordance with applicable federal, state and local law. The Company’s leave policies are outlined in the US Employee Handbook.

Safety in the Workplace

The safety and security of employees is of primary importance. Employees are responsible for maintaining our facilities free from recognized hazards and obeying all Company safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices.

Weapons and Workplace Violence

No employee may bring firearms, explosives, incendiary devices or any other weapons into the workplace or any work-related setting, regardless of whether or not employees are licensed to carry such weapons. Similarly, the Company will not tolerate any level of violence in the workplace or in any work-related setting. Violations of this policy must be referred to an employee’s supervisor, the Chief Human Resources Officer and the CCO immediately. Threats or assaults that require immediate attention should be reported to the police by calling 911.

 

              
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Drugs and Alcohol

The Company intends to maintain a drug-free work environment. Except at approved Company functions, employees may not use, possess or be under the influence of alcohol on Company premises.

Employees cannot use, sell, attempt to use or sell, purchase, possess or be under the influence of any illegal drug on Company premises or while performing Company business on or off the premises.

INTERACTING WITH GOVERNMENT

Prohibition on Gifts to Government Officials and Employees

The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, which may be provided to government officials and government employees. Employees are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the CCO.

Political Contributions and Activities

Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the CCO.

This policy does not prohibit the Company from establishing and maintaining political action committees (“PACs”), such as the Company’s PAC, which are permitted under applicable law, nor does this policy prohibit the Company’s eligible employees from giving to such PACs. Employee participation in any of these activities is strictly voluntary and employees have the right to refuse to contribute without reprisal.

Employees’ work time may be considered the equivalent of a contribution by the Company. Therefore, employees will not be paid by the Company for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. The Company will not compensate or reimburse employees, in any form, for a political contribution that employees intend to make or have made.

Lobbying Activities

Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.

So that the Company may comply with lobbying laws, employees must notify the Legal and Compliance group before engaging in any activity on behalf of the Company that might be considered “lobbying” as described above.

 

              
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Bribery of Foreign Officials

Company policy, the U.S. Foreign Corrupt Practices Act (the “FCPA”), and the laws of many other countries prohibit the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.

Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give “anything of value.” Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. Employees may not avoid liability by “turning a blind eye” when circumstances indicate a potential violation of the FCPA.

The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits “facilitating” payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what is a permissible “facilitating” payment involves difficult legal judgments. Therefore, employees must obtain permission from the Legal and Compliance group before making any payment or gift thought to be exempt from the FCPA.

Amendments and Modifications

The CCO will periodically review the adequacy of this Code and the effectiveness of its implementation and shall make amendments or modifications as necessary. All material amendments and modifications shall be subject to the final approval of the Company’s management, the Board and the Executive Committee as necessary.

Form ADV Disclosure

In connection with making amendments to this Code, the CCO will review and update disclosure relating to this Code set forth in the Company’s Form ADV, Part 2A.

Employee Certification

Ultimate responsibility to ensure that we as a Company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. Employees must become familiar with and conduct themselves strictly in compliance with those laws, regulations and standards and the Company’s policies and guidelines pertaining to them. By completing the annual acknowledgment form, employees acknowledge that they have received and read the terms of this Code. Employees also certify that they recognize and understand the responsibilities and obligations incurred by them as a result of being subject to this Code and they hereby agree to abide by the terms hereof.

 

              
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Code of Ethics

Scout Investments

Reams Asset Management Division

December 2022

 

I.

GENERAL PROVISIONS

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

This Code of Ethics applies to all Supervised Persons. A Supervised Person means any Scout employee who provides advice on behalf of Scout and who are subject to Scout’s supervision and control.

All Supervised Persons have a duty and requirement to:

 

  •  

Place the clients’ interests first;

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

Comply with applicable federal securities laws; and

 

  •  

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

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

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

 

II.

STANDARDS OF BUSINESS CONDUCT

Conflicts of Interest

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

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

Conflicts Among Client Interests

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

Competing with Client Trades

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

Disclosure of Personal Interest

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

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

Vendors and Suppliers

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

Transactions with Clients

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

 

III.

INSIDER TRADING

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

 

  •  

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

 

  •  

Recommend transactions in the security; or

 

  •  

Disclose (tip) the information to others.

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

 

IV.

GIFTS AND ENTERTAINMENT

Giving or Receiving Gifts or Entertainment

Supervised Persons should exercise good judgment in providing or accepting anything of value. Supervised Persons shall not offer, provide or solicit for themselves, or any third party, anything of value from anyone in return for any business, service, or confidential or proprietary information. Furthermore, Supervised Persons are prohibited from providing or accepting anything of value from anyone as a condition of obtaining the business of Scout or any of their subsidiary or affiliated companies, either before or after the transaction is discussed or consummated. Gifts or entertainment should never be provided or accepted in circumstances in

which it appears to others that business judgment has been compromised. This does not prohibit associates and officers from providing or accepting something of nominal value from a customer or supplier doing or seeking to do business with Scout without the risk of corruption or breach of trust. Cash and checks, however, should not be accepted regardless of amount. The following examples help explain what is permissible under the policy:

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

Reporting Gifts or Entertainment

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

Donations

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

V.

OTHER PROVISIONS

Initial Public Offerings

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

Market Timing

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

Service as a Director

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

Disclosure of Holdings or Transaction Information

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

Participation in Investment Clubs

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

Disciplinary Disclosures

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

 

VI.

CERTIFICATION

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

 

1 

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

Code of Ethics-Personal Trading Annex

Scout Investments

Reams Asset Management Division

December 2022

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

Scope of Policy

This Policy applies to all Supervised Persons. A Supervised Person means any Scout employee who provides advice on behalf of Scout and who are subject to Scout’s supervision and control.

Scout considers all Supervised Persons as Access Persons. An Access Person includes any:

 

  (i)

Supervised Person that has access to nonpublic information regarding any Clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Carillon Fund (or other Reportable Fund);

 

  (ii)

Supervised Person that is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic; or

 

  (iii)

officer, director or partner of Scout.

Non-employee directors of Scout are not subject to the restrictions and preclearance requirements of the Code, provided they have no knowledge of Scout’s pending or current program trading activity in the securities they are trading. Such directors must provide an annual certification that with respect to all security transactions during the preceding year, the director was not aware of any Scout program activity relating to the security in question when the transaction was effected.

Limits on Trading

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

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

  •  

Purchases or sales by Access Persons that do not involve a Limited Offering;

 

  •  

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

 

  •  

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

 

  •  

Purchases or sales pursuant to an Automatic Investment Plan;

 

  •  

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

 

  •  

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

 

  •  

Purchases or sales in exchange traded funds and notes; or

 

  •  

Purchases or sales in open-end investment company shares.

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

Restricted Trades

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

 

  •  

The purchase or sale of a Covered Security on the Restricted List, unless:

 

  (i)

the issuer of the Security has a market capitalization greater than $5 billion; and

 

  (ii)

the proposed transaction involves less than $100,000 of the issuer’s Securities. Trades on sequential business days are aggregated in calculating the $100,000 limit.

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

 

  •  

The purchase or sale of a Covered Security if the Access Person is aware that a Client account has either executed a trade within seven (7) days or intends to execute a trade within seven (7) days, unless the Access Person:

 

  (i)

places the same transaction type as the Client’s transaction, (e.g., buy or sell);

 

  (ii)

places the order after the execution of the Client’s transaction; and

 

  (iii)

receives a price that is not better than the price received by the Client;

 

  •  

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

 

  •  

The sale of a Covered Security on the Restricted List within sixty (60) days of purchase at a price greater than any purchase within the sixty (60) day period, provided the Access Person may still sell the Security and disgorge any difference in the sale and purchase price;

  •  

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

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

Prohibited Trades

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

Reporting Requirements for Access Persons

Access Persons

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

Brokerage Accounts Report

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

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

Initial Holdings Report

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

 

  •  

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

 

  •  

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

 

  •  

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

Quarterly Transaction Reports

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

 

  •  

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

 

  •  

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

 

  •  

The price at which the transaction was effected;

 

  •  

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

 

  •  

The date the report is submitted.

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

Annual Holdings Report

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

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

 

  •  

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

 

  •  

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

 

  •  

The date the report is submitted by the Access Person.

Reporting Exemptions

Access Persons are not required to report:

 

  •  

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

 

  •  

Transactions effected pursuant to an Automatic Investment Plan.

Review of Access Person Reports

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

 

  •  

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

Certifications

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

Reporting Violations

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

Reporting to SI Board of Directors

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

Amendments to the Code of Ethics

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

Sanctions

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

Records

Scout will be responsible for maintaining the following records:

 

  1.

A copy of the Code of Ethics;

 

  2.

A record of each Access Person;

 

  3.

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

 

  4.

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

 

  5.

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

  6.

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

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

Definitions

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

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

“Client” means an investment client of SI.

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

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

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

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

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

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

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

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

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

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

APPENDIX A – SCHEDULE OF SANCTIONS

This Schedule is intended to provide guidance in response to specific violations of the Code of Ethics, including the Personal Trading Policy. Any other violations of the Code of Ethics or Personal Trading Policy (e.g., improper frequent trading, use of material non-public information) will be handled on a case-by-case basis and can result in any of the penalties listed below.

Depending on the nature of a violation, the penalty (e.g., suspension of trading privileges) may be imposed regardless of the timing or number of occurrences. Nothing in this Appendix should be viewed as limiting the ability of Scout or Raymond James to impose additional employment sanctions up to and including suspension or termination of employment for failing to abide by the Code of Ethics or Personal Trading Policy.

 

Sanctions applicable to All Scout Employees

Violation

   

Sanction for First Offense

   

Sanction for Second Offense

   

Sanction for Third Offense

No broker statements or confirms on file or evidence that duplicate statements have been requested    Written warning    Defined as after 30 days of no action: Written reprimand and/or monetary penalty   

Defined as after 60 days of no action: Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or

termination

Trading without receiving appropriate pre-clearance or trading outside the approval period    Written warning    Written reprimand and/or freeze trading accounts for 30- 90 days and/or monetary penalty   

Monetary penalty, freeze trading accounts for 30- 180 days and/or suspension or

termination

Trading after being denied approval   

Monetary penalty, freeze trading accounts for 30-90

days and/or suspension or termination

    See 1st Offense    See 1st Offense
Failure to file an Initial or Annual Holdings Report    Defined as not filed within 30 days: Written warning    Defined as not filed within 30 days on more than one occasion or not filed within 60 days: Written reprimand and/or monetary penalty   

Defined as not filed within 30 days on more than two occasions or not filed within 90 days: Monetary penalty, freeze trading accounts for 30- 90 days and/or suspension or

termination

Failure to file a Quarterly Transaction Report    Defined as not filed within 30 days: Written warning    Defined as not filed within 30 days on more than one occasion or not filed within 60 days: Written reprimand and/or monetary penalty   

Defined as not filed within 30 days on more than two occasions or not filed within 90 days: Monetary penalty, freeze trading accounts for 30- 90 days and/or suspension or

termination

Failure to file an Annual Code Acknowledgement and Certification Form    Defined as not filed within 30 days: Written warning    Defined as not filed within 30 days on more than one occasion or not filed within 60 days: Written reprimand and/or monetary penalty   

Defined as not filed within 30 days on more than two occasions or not filed within 90 days: Monetary penalty, freeze trading accounts for 30- 90 days and/or suspension or

termination

Commission of a Prohibited Act not otherwise specifically addressed in this Code section    Written reprimand, Monetary penalty, freeze trading accounts for 30-90 days and/or suspension or termination    See 1st Offense    See 1st Offense

Purchasing a Security within 60 days of a sale of the same Security or selling a Security within 60 days of the purchase of the same

Security

    Written Reprimand and/or Monetary Penalty    Monetary Penalty, Freeze Trading accounts for 30-90 days and/or Suspension / Termination    See 2nd Offense

Serving on the Board of a publicly-traded company without prior written

consent

    Written reprimand, Monetary Penalty, and/or Suspension / Termination    See 1st Offense    See 1st Offense

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October 10, 2022

 

 

Table of Contents

 

General Principles

      1  

Personal Investment Transactions

      3  

Overview

   

Covered Transactions/Covered Accounts Pre-clearance of Covered Transactions Pre-clearance Process

   

Limitations on Pre-Clearance Personal Trading Restrictions Prohibited Transactions

   

Additional Restrictions for Certain Investment Personnel Exempt Securities

   

Exemptive Relief

   

Reporting

      11  

Personal Investment Reporting

   

Reporting on Opening, Changing or Closing a Covered Account Required Certifications

   

Policy Statement on Insider Trading

      14  

What You Should Do If You Have Questions About Inside Information?

   

TCW Policy on Insider Trading Trading Prohibition Communication Prohibition

   

What is Material Information?

   

What is Non-Public Information?

   

Examples of How TCW Personnel Could Obtain Inside Information and What You Should Do In These Cases Deal-Specific Information

   

Participation in Rapid Fire Capital Infusions

   

Overview

   

What Should You Do?

   

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

   

Creditors’ Committees Information about TCW Products Contacts with Public Companies Expert Networks

   

What Is The Effect Of Receiving Inside Information? Does TCW Monitor Trading Activities?

   

Penalties and Enforcement by SEC and Private Litigants Ethical Wall Procedures

   

Identification of the Walled-In Individual or Group Isolation of Information

   

Restrictions on Communications Restrictions on Access to Information Trading Activities by Persons within the Wall Termination of Ethical Wall Procedures Certain Operational Procedures Maintenance of Restricted List

   

Exemptions

   

 

 

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Gifts & Entertainment: Anti-Corruption Policy

      31  

Gifts

   

Entertainment or Similar Expenditures

   

Gifts, Entertainment, Payments & Preferential Treatment

   

Gifts Provided By the Firm/Access Persons

   

 

 

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Entertainment and Hospitality Provided by the Firm/Access Persons

   

Gifts and Entertainment Received by Firm Personnel

   

Foreign Corrupt Practices Act (FCPA) Statement of Purpose

   

Scope

   

Prohibited Conduct Health or Safety Exception

   

Third Party Representatives Red Flag Reporting Mandatory Reporting Books and Records

   

Outside Business Activities

      44  

General

   

Obtaining Approval/Reporting

   

Political Activities & Contributions

      46  

Introduction

   

General Rules

   

Fundraising and Soliciting Political Contributions Rules

   

Governing Firm Contributions and Activities

   

Federal Elections

   

Contributions to State and Local Candidates and Committees Political Activities on Firm Premises and Using Firm Resources

   

Federal, State, and Local Elections

   

Rules for Individuals

   

Responsibility for Personal Contribution Limits

   

Pre-Approval of all Political Contributions and Volunteer Activity

   

New Hires

   

Participation in Public Affairs

   

Other Employee Conduct

      51  

Personal Loans

   

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm Disclosure of a Direct or Indirect Interest in a Transaction

   

Corporate Property or Services Use of TCW Stationery

   

Giving Advice to Clients

   

Confidentiality

      53  

Sanctions

      53  

Reporting Illegal or Suspicious Activity - “Whistleblower Policy”

      53  

Policy

   

Procedure

   

Glossary

      56  

 

 

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General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code, the “Firm” or “TCW” refers to The TCW Group, Inc., TCW Advisors, and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm’s clients. In consideration of this you must:

 

  •  

Protect the interests of the Firm’s clients before looking after your own.

 

  •  

If you know that an investment team is considering a transaction in a security, don’t trade that security.

 

  •  

Never use opportunities provided for the Firm’s clients by brokers or others for your personal benefit.

 

  •  

Avoid actual or apparent conflicts of interest in conducting your personal investing.

 

  •  

Never trade on the basis of client information, or otherwise use client information for personal benefit.

 

  •  

Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships.

 

  •  

Comply with all applicable securities laws and Firm policies, including this Code.

 

  •  

Communicate with clients or prospective clients candidly.

 

  •  

Exercise independent judgment when making investment decisions.

 

  •  

Treat all clients fairly.

In addition to the above fiduciary requirements, Officers, directors and employees of the Firm are prohibited from violating the laws of the United States, including but not limited to, the applicable federal and state securities laws. These provisions prohibit any manipulative conduct in connection with transactions in Securities in the marketplace:

 

  •  

Employing any device, scheme or artifice to defraud;

 

  •  

Making any untrue statement of a material fact, or omitting to state a material fact necessary in order to make the statements made not misleading, in connection with the offer, purchase, or sale of Securities; or

 

  •  

Engaging in any action, transaction, practice or course of business that would operate as a fraud or deceit upon any person.

This Code of Ethics applies to all Access Persons and their respective Covered Persons, as defined herein. New employees are provided copies of the Code of Ethics as part of their onboarding process. Since the Code and amendments made to it are always available on myTCW, Access Persons are deemed to be in receipt of the Code. Annually, all Access Persons are required to acknowledge that they have received the Code and any amendments and understand its contents. As always, if you have any questions, the Administrator of the Code of Ethics and the Compliance Department are available to help.

When in doubt, call the General Counsel, the Chief Compliance Officer, or any member of the Compliance or Legal Department before taking action. We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action . As an Access Person, you are responsible for safeguarding the reputation of TCW.

 

 

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Individuals covered by this Code of Ethics are required to promptly report any violation to the Administrator of the Code of Ethics and/or the Chief Compliance Officer. Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.

 

 

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Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm. The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com.

All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person’s work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. The Person may be notified by his/her supervisor, or such other appropriate officer(s) that there is a trading issues, and that trading restrictions and/or other disciplinary action, as appropriate, may be implemented.

Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy.

Covered Transactions/Covered Accounts

This policy covers investment activities (“Covered Transactions”) (i) by any Access Person or Covered Person in a Covered Account, or (ii) in any account in which any Access Person has a “beneficial interest”.

An Access Person has a “beneficial interest” in an account if that Access Person:

 

  •  

has benefits substantially equivalent to owning the Securities or the account,

 

  •  

can obtain ownership of the Securities in the account within 60 days, or

 

  •  

can vote or dispose of the Securities in the account.

Any account of an Access Person or Covered Person is a “Covered Account.” Covered Accounts include any personal trading account in which you have a beneficial interest. A representative list of such accounts includes:

 

  •  

Brokerage accounts (i.e. individual, joint, trust, custodial); Individual Retirement Accounts (all types); DRIPs, profit sharing, and any other account/vehicle that have the ability to trade any non-exempt investment product.

 

  •  

401(k) and 529 Plans accounts that provide the ability to trade any non-exempt investment product.

 

  •  

Please note: If the accounts hold MetWest or TCW funds, these accounts require reporting as well.

 

  •  

Accounts held directly at mutual funds are exempt unless the account holds MetWest or TCW funds.

 

  •  

A relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

 

 

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  •  

This includes accounts for relatives in the same household (residence).

 

  •  

Direct investments in private funds.

Violations of this policy by a Covered Person will be treated as violations by you.

 

 

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Pre-clearance of Covered Transactions

Generally, all trading by Access Persons and Covered Persons requires pre-clearance. Exempt securities are listed in this Code of Ethics.

Pre-clearance Process

Pre-clearance is required for any non-exempt security. For example:

 

  •  

Stocks

 

  •  

Options, warrants, financial commodities, any other derivative linked to a specific security or other derivative product.

 

  •  

ETFs/ETNs, Closed-end Funds

 

  •  

Private placements/securities/funds

 

  •  

Any other investment product not listed on the Exempt securities list in the Code of Ethics

Pre-clearance expires at 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after approval has been received. If your order has not been executed by the next business day after approval, it should be canceled and a new pre-clearance obtained.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required preclearance form at https://tcw-ng.starcompliance.com/

Outside Fiduciary Accounts and Non-Discretionary Accounts require special procedures. Contact the Administrator of the Code of Ethics.

Limitations on Pre-Clearance

All pre-clearance requests in StarCompliance will be limited to 65 approved requests per calendar quarter. Once an Access Person or Covered Person has reached 65 approved pre-clearance requests for the quarter, StarCompliance will automatically deny each subsequent pre-clearance request (i.e. beginning with the 66th pre- clearance request).

Personal Trading Restrictions

If you receive two or more personal securities trading violations within a 2-year period, the Firm will impose an automatic 90-day trading suspension on your trading. Specifically, a trading suspension will result in automatic denials of all pre-clearance requests for 90 days.

 

 

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Prohibited Transactions

The following activities are prohibited and pre-clearance will generally not be available.

 

Prohibited Transaction

   

Exceptions/Limitations

   

Consequences/Comments

Transacting in a Security that the Firm is trading for its clients   

Exception: Permitted once the Firm’s

trading is completed or cancelled

    Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission for personal trades in that security will generally not be granted.

 

Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients      

Acquiring any Security in an IPO or any

Digital Currency in an ICO

   

Exception: Permitted if the Security is an

Exempt Security. See chart below.

   
Acquiring an interest in a 3rd party registered investment company advised or sub-advised by the Firm    Exception: TCW sub-advised ETFs are permitted, but, as with all ETFs, must still be pre-cleared and reported as stated below.    See Prohibited Third-Party Mutual Fund List under Forms on myTCW.

Additional Restrictions for Certain Investment Personnel

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.

 

Prohibited Transaction

   

Applies to

   

Consequences/Comments

Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days.   

•  Investment Personnel

 

•  Members of Investment Compliance

   

Transactions will be matched using a LIFO system.

 

Profits from the sale or purchase of a security obtained within 60 days of the exercise of written call or put options are subject to the rule prohibiting such transactions for Investment Personnel.

 

All profits of prohibited trades are subject to disgorgement

 

Exceptions:

 

•  Exempt Securities

 

•  ETFs and ETNs (Though exempt from this rule, ETFs and ETNs still must be pre-cleared through StarCompliance)

 

•  Transactions in derivatives linked to ETFs and ETNs such as options on ETFs and ETNs must be pre-cleared and are not exempt from this rule.

 

 

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Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision) , in any

 

•  Covered Account, or

 

•  Outside Fiduciary Account

   

•  Prohibited for Investment Personnel related to the client account in which the Security is transacted.

 

•  Members of Investment Compliance

   

•  All prohibited transactions will generally be reversed; and

 

•  all profits are subject to disgorgement.

 

Exceptions:

 

•  Stock transactions resulting from the forced exercise of a call or put option that you have written

 

 

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Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any

 

•  Covered Account, or

 

•  Outside Fiduciary Account

   

•  Prohibited for Investment Personnel related to the client account in which the security is transacted.

 

•  Members of Investment Compliance

   

•  All prohibited transactions will generally be reversed; and

 

•  all profits are subject to disgorgement.

 

Exceptions:

 

•  Stock transactions resulting from the forced exercise of a call or put option that you have written

Purchasing or selling any Security in the 5 business days AFTER a TCW-advised or sub-advised registered investment company buys or sells the Security (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any

 

•  Covered Account, or

 

•  Outside Fiduciary Account

   

•  Prohibited for Investment Personnel involved in managing funds for the registered investment company

 

•  Members of Investment Compliance

   

•  All prohibited transactions will generally be reversed; and

 

•  all profits are subject to disgorgement.

 

Exceptions:

 

•  Stock transactions resulting from the forced exercise of a call or put option that you have written

Purchasing or selling any Security

in a manner inconsistent with any recommendation made by that research analyst less than 90 days prior to the proposed purchase or sale

   

•  Prohibited for any Analyst or Researcher

   

•  All prohibited transactions must be reversed; and

 

•  all profits are subject to disgorgement.

Recommending any Security for purchase by the Firm, including writing a research report advocating for the purchase of a Security, where such individual also holds such Security in a Covered Account.   

•  Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report.

   

•  All prohibited transactions must be reversed; and

 

•  all profits are subject to disgorgement.

Exempt Securities

Pre-clearance is generally not required for Exempt Securities. The following table identifies Exempt Securities and summarizes any pre-clearance and reporting requirements that apply.

 

 

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Types of Exempt Securities

   

Pre-clearance Required?

   

Reporting Required?

   

Limitations/Comments

MetWest or TCW Fund in a Firm or Non-Firm Account    No    Yes    Compliance with frequent trading rules required
U.S. Government Securities (including agency obligations)    No    No   
Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof    No    Yes   

Bank certificates of deposit or time deposits

    No    No   

Bankers’ Acceptances

    No    No   
Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes and repurchase agreements    No    Yes    Ask the Legal Department for clarification if any questions.
Shares in money market mutual funds or a fund that appears on the exempt list.    No    No   

Shares in open-end investment companies not advised or sub-advised by the Firm.

(ETFs, ETNs and closed-end funds are not exempt and require pre-clearance)

    No   

No*

*   MetWest and TCW funds require reporting.

    See Prohibited Third-Party Mutual Fund List under myTCW.
Investments in Collective Investment Trust (CIT)    No   

No*

 

*   TCW CITs require reporting

   
Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm.    No    No   
Municipal bonds traded in the market    No    Yes    No
Trades in Non-Discretionary Accounts which you, your spouse, your domestic partner, or your significant other established.   

The Account must first be certified as Non- Discretionary by Compliance – Contact the Administrator of the Code of Ethics. If designated as Non- Discretionary, no pre-clearance of trades

required.

    The Account must first be certified as Non-Discretionary by Compliance – Contact the Administrator of the Code of Ethics. If designated as Non- Discretionary, no reporting of trades required.    Periodic sample reviews of statements of non-discretionary accounts will be conducted.

Dividends reinvested through a Dividend Reinvestment Plan (DRIP)

 

[Note: While automatic transactions within DRIPS and ESOPs do not require pre- clearance, any volitional transactions within DRIPS and ESOPs must be pre-cleared]

    No, unless the transaction is not automatic    Yes   

 

 

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Securities purchased pursuant to certain Robo Advisory Programs   

The Program must first be evaluated by Compliance

- Contact the Administrator of the Code of Ethics. If designated as Non- Discretionary, no pre-clearance of trades required.

    The Program must first be evaluated by Compliance — Contact the Administrator of the Code of Ethics. If designated as Non- Discretionary, no reporting of trades required.    Periodic sample reviews of statements of non-discretionary accounts will be conducted.
Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.    No    Yes   

Securities where the Firm acts as an adviser or distributor for the investment, offered in:

 

•  A hedge fund;

 

•  Private Placement; or

 

•  Other Limited Offerings

    No    Yes    Firm already must approve in order to invest, which serves as pre-clearance.

Interests in Firm-sponsored limited partnerships or other Firm-sponsored private placements, including those that that are

 

•  Estate planning transfers

 

•  Court-ordered transfers

    No    Yes    Firm already must approve in order to invest, which serves as pre-clearance.
Securities acquired or sold in connection with the involuntary exercise or assignment of an option.    No, unless you voluntarily exercise an option.    Yes, securities received must be reported.   

Profits from the sale or purchase of a security obtained within 60 days of the exercise of written call or

put options are subject to the rule prohibiting such transactions for

Investment Personnel.

Ownership Interests in Clipper Holding, LP    No    No   
Ownership Interests in TCW Owners, LLC    No    No   
Rule 10b5-1 Plans    Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.    Yes   

 

 

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Direct Purchase Plans    Prior approval required to enter plan. Transactions pursuant to an approved plan will not require pre-clearance.    Yes   
Direct investments in Cryptocurrencies or Digital Currencies. However, investment products derived from cryptocurrencies or digital currencies are NOT exempt.    No    No    Bitcoin ETFs and other derivative products based on Cryptocurrencies or Digital Currencies require both preclearance and reporting.
Futures and Non-Financial Commodities    No    Yes    Financial Commodities are not exempt and requires both pre-clearance and reporting.

Exemptive Relief

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics. The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers. The Approving Officers have no obligation to grant any requested approval or exemption.

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.

 

 

Reporting

Personal Investment Reporting

Access Persons are required to report all non-exempt security holdings and transactions (including investments in private placements) as part of the certifications listed below.

TCW receives automated feeds from many major brokers (“Linked Brokers”). If your broker is not a Linked Broker,

 

 

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you must ensure that TCW receives duplicate broker statements. The Administrator of the Code of Ethics can inform you if your broker is a Linked Broker, and set up your account for automated feed. If your broker is not a Linked Broker, the Administrator of the Code of Ethics can assist you with a release letter (“407 letter”) to allow TCW to receive duplicate statements. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below and must promptly report the opening, closing or changing of any Covered Accounts.

Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts: You must use the StarCompliance, https://tcw-ng.starcompliance.com/, system to enter information about each Covered Account:

 

 

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Activity

   

Comments

   

Exceptions

•  Upon becoming an Access Person

 

•  Upon opening a new Covered Account while you are an Access Person

    Updates must occur within 30 days of the event   

You are not required to report or enter information for:

 

•  Outside Fiduciary Accounts

 

•  Accounts that can only invest in open end mutual funds

 

*   Accounts holding MetWest and TCW funds require reporting

•  Upon closing, or making any change to a Covered Account while you are an Access Person

    Updates must occur within 30 days of the event    N/A

Separate Accounts: You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm.

Required Certifications

Reports are filed online at https://tcw-ng.starcompliance.com/

If you will not be able to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.

 

Certification

   

When Due

   

Additional Requirements

Initial Holdings Report    Within 10 days after becoming an Access Person   

Include all securities except Exempt Securities

 

Include all Covered Accounts. Holdings must be current no earlier than 45 days before you became an Access Person

Quarterly Report of Personal Investment Transactions   

By each January 15, April 15, July 15 and

October 15

    Must be filed even if there were no transactions during the period.
Annual Holdings Report    By January 31 of each year    Same as Initial report, except that holdings must be current as of December 31 of the prior year.
Annual Certificate of Compliance    By January 31 of each year   
Report on Outside Activities (Includes, among other activities, Directorships, Officerships, Creditor Committees, Board Observation Rights and Employment)    4th quarter of each year   

 

 

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Policy Statement on Insider Trading

Members of the Firm occasionally come into possession of material, non-public information or “inside information”. Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information.

The SEC rules provide that any purchase or sale of a security while “having awareness” of inside information is illegal regardless of whether the information was a motivating factor in making a trade.

 

 

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Courts may attribute one employee’s knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term “Ethical Walls”).

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.

What You Should Do If You Have Questions About Inside Information?

 

Topic

   

You Should Contact:

If you have a question about:

 

•  The Insider Trading Policy in general

 

•  Whether information is “material” or “non-public”

 

•  If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)

 

•  Whether you have received material non-public information about a public company

 

•  Obtaining deal-specific information (pre-clearance is required)

 

•  Sitting on a Creditors’ Committee (preapproval is required)

 

•  Need to have an Ethical Wall established

 

•  Terminating an Ethical Wall

 

•  Section 13/16 issues

 

•  Who is “within” or “outside” an Ethical Wal

    The Legal Department

 

If you wish to serve on a Board of Directors, serve as an alternate on a Board, serve as a Board Observer or sit on a Creditors Committee (Pre-approval is required)    Administrator of the Code of Ethics
In the event of inadvertent or non-intentional disclosure of material non-public information    The Legal Department

TCW Policy on Insider Trading

Trading Prohibition

 

  •  

No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company’s securities) while in possession of material, non-public information about the company (except as listed in Deal- Specific Information below).

 

  •  

This applies in the case of both publicly traded and private companies.

 

  •  

This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

 

 

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If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the Legal Department. Do not discuss the information with your supervisor, department head or any other individual who is on your team.

 

 

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Communication Prohibition

No Access Person may communicate material, non-public information to others who have no official need to know. This is known as “tipping,” which also is a violation of the insider trading laws, even if you as the “tipper” did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

Remember that TCW Mutual Funds are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firm’s policies is illegal.

The prohibition on sharing material, non-public information extends to affiliates such as the Carlyle and Nippon Life entities.

What is Material Information?

Information (whether positive or negative) is material:

 

  •  

When a reasonable investor would consider it important in making an investment decision or

 

  •  

When it could reasonably be expected to have an effect on the price of a company’s securities.

Some examples of Material Information are:

 

  •  

Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes, defaults,

 

  •  

Projections, major capital investment plans,

 

  •  

Significant labor disputes,

 

  •  

Significant merger, tender offers, secondary offerings, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,

 

  •  

New product releases, price changes, schedule changes,

 

  •  

Significant accounting changes, credit rating changes, write-offs or charges,

 

  •  

Major technological discoveries, breakthroughs or failures,

 

  •  

Major contract awards or cancellations, significant regulatory developments (e.g. FDA approvals),

 

  •  

Governmental investigations, major litigation or disposition of litigation, or

 

  •  

Extraordinary management developments or changes.

Because no clear or “bright line” definition of what is material exists, assessments sometimes require a fact- specific inquiry. If you have questions about whether information is material, direct the questions to the Legal Department.

What is Non-Public Information?

Non-public information is information that:

 

 

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  •  

Has not been disseminated broadly to investors in the marketplace, such as a press release or publication in the Wall Street Journal or other generally circulated publication; or

 

  •  

Has not become available to the general public through a public filing with the SEC or some other governmental agency, Bloomberg, or release by Standard & Poor’s or Reuters.

 

 

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Examples of How TCW Personnel Could Obtain Inside Information and What You Should Do In These Cases

Examples of how a person could come into possession of inside information include: Board of Directors Seats or Observation Rights

 

  •  

Most public companies have restrictions on trading by Board members except during trading window periods.

 

  •  

Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Outside Business Activity Form that is posted on myTCW and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.

 

  •  

If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made.

Portfolio Managers:

 

  •  

Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or

 

  •  

Having the intent to control or work with others to attempt to influence or control a company.

 

  •  

Working with expert network consultants who were recent employees of a company involving a major transaction.

Should be mindful of:

 

  •  

SEC filing obligations under Section 16 of the Exchange Act

 

  •  

“Short swing profits” restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The Legal Department should be consulted in these situations.

Deal-Specific Information

Employees may receive inside information for legitimate purposes such as:

 

  •  

In the context of a direct investment, secondary transaction or participation in a transaction for a client account

 

  •  

In the context of forming a confidential relationship

 

  •  

Receiving “private” information through on-line services such as Intralinks.

This “deal-specific information” may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:

 

  •  

mezzanine financings,

 

  •  

loan participations, bank debt financings,

 

 

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  •  

venture capital financing,

 

  •  

purchases of distressed securities,

 

  •  

oil and gas investments, and

 

  •  

purchases of substantial blocks of stock from insiders.

 

 

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It should be assumed that inside information is transmitted whenever:

 

  •  

A confidentiality agreement is entered into;

 

  •  

An oral agreement is made or an expectation exists that you will maintain the information as confidential; or

 

  •  

There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship.

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the Legal Department, who then will implement the appropriate Ethical Wall and trading procedures.

Participation in Rapid Fire Capital Infusions

Overview

From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.

What Should You Do?

If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the Legal Department, General Counsel or Chief Compliance Officer. Do not ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the Firm. Your email should include the contact information for the person who contacted you.

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

Historically, the Firm’s marketable securities strategies have not received material non-public information and have relied solely on public information. Some of the ramifications of your participating in a rapid fire capital infusion are:

 

  •  

Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate. There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information.

 

  •  

A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so).

 

 

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  •  

You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s).

 

 

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If your group decides to participate in the offering, the Legal Department will work with your group to implement appropriate Ethical Wall procedures with the goal of ensuring that others at the Firm who do not have the information will not be frozen in their trading securities of the issuer. The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the Firm until after the terms of the financing (or other material non-public information) are publicly announced.

Creditors’ Committees

Members of the Firm may be asked to participate on a Creditors’ Committee which is given access to inside information. Since this could affect the Firm’s ability to trade in securities in the company, before agreeing to sit on any Creditors’ Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.

Information about TCW Products

Employees could come into possession of inside information about the Firm’s limited partnerships, trusts, and mutual funds that is not generally known to their investors or the public. The following could be considered inside information:

 

  •  

Plans with respect to dividends, closing down a fund or changes in portfolio management personnel

 

  •  

Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or

 

  •  

A large-scale buying or selling program or a sudden shift in allocation that was not generally known

Disclosing holdings of the TCW Mutual Funds on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Mutual Funds to the general public and investors through tcw.com on a monthly basis. This disclosure may occur on or prior to the 15th calendar day following the end of that month (or, if the 15th calendar day is not a business day, the next business day thereafter). Disclosure of these funds’ holdings at other times, where a general disclosure has not yet been made through tcw.com, requires special confidentiality procedures and must be pre-cleared with the Legal Department (See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure).

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the Legal Department or General Counsel. The Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.

Contacts with Public Companies

Contacts with public companies are an important part of the Firm’s research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.

 

 

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If an issue arises in this area, a research analyst’s notes could become subject to scrutiny. Research analyst’s notes have become increasingly the target of plaintiffs’ attorneys in securities class actions.

 

 

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The SEC has declared publicly that they will take strict action against what they see as “selective disclosures” by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insider’s fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with the Legal Department.

Expert Networks

The Firm may, from time to time, execute agreements with companies that provide access to a group of professionals, specialized information or research services (“Expert Networks”). In such circumstances, Expert Networks are engaged to provide authorized TCW employees with information that may be helpful in TCW understanding an industry, legislative initiatives, and many other important topical areas. However, TCW is mindful of the fact that Expert Networks present significant legal, compliance and regulatory risks concerning the receipt and transmission of materially non-public information.

Given this inherent risk, TCW requires that, in addition to the requisite approval from our vendor management team, the compliance policies of each Expert Network are reviewed and approved by our Compliance Department prior to entering into an agreement for services. In the course of the review, the Compliance Department may rely on certifications and affirmations made by the Expert Networks as to the underlying processes. Furthermore, the Firm requires that each employee who wishes to participate in an Expert Network read and confirm their understanding of the Firm Expert Network Guidelines, as well as complete an Insider Trading training module to ensure that they understand the Firm policies regarding material non-public information and insider trading. A TCW employee that participates in a meeting with an Expert Network, regardless of the medium through which the meeting is conducted (i.e. phone, video call, or any other means by which such meeting may occur), should be assigned the task of creating notes during or contemporaneously with the meeting (“Notes”). These Notes should be delivered to the Compliance Department within seven (7) days of the meeting. In conjunction with the appropriate departments, the Compliance Department will maintain a log of all Expert Network calls.

The Compliance Department may chaperone Expert Network calls or periodically sample and conduct a review of calls by inspecting the Notes, and/or any written or audio recording of the call that may be available. If, based upon this review, Compliance determines that MNPI may have been disclosed during a call, they will immediately notify the General Counsel and the Chief Compliance Officer. A review to determine if MNPI was received, and any actions to be taken, will be conducted in accordance with TCW’s policies and procedures regarding MNPI. Additionally, the Compliance Department will sample personal trading activity by employees in the securities of publicly traded companies in similar industries as those discussed during the calls.

 

 

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What Is The Effect Of Receiving Inside Information?

Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:

Establish an Ethical Wall around the individual or a select group or department, and/or place a “firm wide restriction” on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm, whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.

 

 

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In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall, the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to “isolate” the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.

In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.

Does TCW Monitor Trading Activities?

Yes, TCW monitors trading activities through one or more of the following:

 

  •  

Conducts reviews of trading in public securities listed on the Restricted Securities List.

 

  •  

Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

 

  •  

Conducts monitoring of the Ethical Walls.

 

  •  

Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm’s policies.

 

  •  

Obtains securities holding and transaction reports as required by SEC rules and regulations.

Penalties and Enforcement by SEC and Private Litigants

Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm. Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. The regulators, the market and the Firm view violations seriously and there can be significant fines, jail time and lawsuits.

Ethical Wall Procedures

The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to “quarantine” or “isolate” the individuals or select group of persons with the inside information within the Ethical Wall.

 

 

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Identification of the Walled-In Individual or Group

The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors’ Committee, serving on a Board in a capacity related to the Firm’s investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the Legal Department, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important. If you are in a group where you expect to continuously receive material non-public information as part of its strategy, a global Ethical Wall may be required to be imposed on the department.

Isolation of Information

Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions n communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the Legal Department, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as “inside the wall” and will be subject to all Ethical Wall restrictions in this policy.

Restrictions on Access to Information

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

Trading Activities by Persons within the Wall

Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions except:

 

 

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Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given (Note that if the transaction is a secondary trade (vs. a direct company issuance), the Legal Department should be consulted to determine any disclosure obligations to the counterparty, and

 

 

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In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client.

Termination of Ethical Wall Procedures

When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal- specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors’ Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain “window periods” when the company permits such “access” persons to trade.

Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm.

Maintenance of Restricted List

The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics, who distributes it as necessary. The Administrator of the Code of Ethics also updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List should not be considered the complete list – the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

Exemptions

Once an issuer is placed on the Restricted Securities List, any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics.

 

 

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Gifts & Entertainment: Anti-Corruption Policy

Access Persons may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.

Where possible, or as required in this Policy, you should notify your department head before, or after, providing or accepting any Gifts or Entertainment, even if no other approval is required and report it to StarCompliance. As discussed below, Access Persons may also be required to obtain approval when giving or receiving certain Gifts and Entertainment. Unless otherwise specified below, if approvals are required, you must submit your request through StarCompliance for approval by the Administrator of the Code of Ethics. Access Persons must obtain prior written approval from the Administrator of the Code of Ethics where required. The Administrator of the Code of Ethics shall elevate the request in the event of high risk or higher value gifts, or as otherwise necessary or appropriate. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment. It is the Access Person’s responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.

Gifts

A “Gift” is anything of value given or received without paying its reasonable fair value (e.g. merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where Access Persons are not present as attendees). Entertainment (as defined below) is not a Gift.

 

  •  

A Gift must only be provided as a courtesy or token of regard or esteem (“Token Gift”).

 

  •  

Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment.

 

  •  

Gifts of cash or cash equivalents are prohibited.

You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws.

 

 

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Entertainment or Similar Expenditures

“Entertainment” generally refers to items of value that are given or received by hosts or guests while in the presence of TCW Access Persons. This means the attendance by both you and your hosts or guests at a meal, sporting event, theater production, tickets to an event sponsorship, or comparable event which may also include accommodation expenses covering your hosts or guests’ meal, travel to, or other related accommodation expenses at a conference or an out-of-town event.

 

  •  

Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive (e.g., 3 days of golf for a 1-day seminar is excessive and not reasonable).

 

 

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Tickets received in relation to (i) an event sponsorship or (ii) received on behalf of a charitable contribution that Access Persons give or receive to guests are considered entertainment and require reporting to StarCompliance.

 

  •  

You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws.

Access Persons are required to follow the approval process set forth below, and in this Policy, to obtain the requisite approvals in StarCompliance, if any, before or after giving or receiving Gifts or Entertainment.

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients’ independent business judgment. Therefore, the Policy establishes reasonable limits and procedures relating to giving and receiving Gifts and Entertainment.

If approval is required, Access Persons should request approval through StarCompliance, and wait for a decision before taking any action. The Administrator of the Code of Ethics shall review the submission with your department head and the Approving Officers, as appropriate. Access Persons are required to log gifts & entertainment given or received regardless of amount in StarCompliance. Refer to the table below which describes the Gifts & Entertainment for which a log may be required. If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment. It is the Access Person’s responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.

Gifts Provided By the Firm/Access Persons

 

Type of Gift To Be Given    Approval Required
Cash Gifts (including gift cards)    Prohibited

Token Gifts (e.g. bottles of wine, fruit baskets, books) under

$100 (unless given to a Foreign Official or Domestic Official)

   

No Approval Required

 

Reporting is required to StarCompliance regardless of amount.

Gifts in excess of $100 that seem appropriate under the circumstances    Pre-Approval Required
Personal Charitable Gifts given where the recipient has a known business relationship with or a connection to a client or potential client of the Firm    Pre-Approval Required
Gifts to Foreign Officials or Domestic Officials (regardless of value)    Pre-Approval Required
Charitable Gifts given on behalf of the Firm    Pre-Approval Required. The Charitable Contribution request form must be completed before making the Gift.

 

 

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Gifts by TCW Funds Distributors LLC (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (“TFD”) Registered Persons aggregating less than $100 per year   

No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing:

 

•  Name of recipient(s)

 

•  Date of Gift(s)

 

•  Value of Gift(s)

 

A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firm’s logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the “de minimis” standard, then

the gift should be logged.

Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient’s employer. Examples of gifts not relating to the business of the recipient’s employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family

relationship between you and the recipient.

   

Pre-Approval Required, And Must Maintain Log in StarCompliance Showing:

 

•  Name of recipient(s)

 

•  Date of Gift(s)

 

•  Value of Gift(s)

Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient’s em- ployer    Prohibited
Gifts to Unions or Union Officers    Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.

Entertainment and Hospitality Provided by the Firm/Access Persons

 

Amount    Approval Required
$250 or less per person and $2,500 or less in aggregate per event   

No Approval Required

 

Reporting to StarCompliance is required regardless of amount.

Greater than $250 per person or $2,500 or more in aggregate per event    Pre-Approval Required
Attendance and participation at educational or industry sponsored events (for example, tickets for attendance or purchasing a table at an industry conference)   

No Approval Required

 

Reporting to StarCompliance is required regardless of amount.

If provided to Unions or Union Officers    The Request Form for Approval for Gift/Entertainment must be completed before making the entertainment. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.

If provided to a Foreign Official or Domestic Official

(regardless of value)

    Pre-Approval Required

 

 

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Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised.

 

 

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Gifts and Entertainment Received by Firm Personnel

You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances. Access Persons are required to report and seek approval for any gift that they receive worth more than $100 to the Administrator of the Code of Ethics.

If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift, (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm, give it to the Administrator of the Code of Ethics, which will donate it to charity.

If the host of an event is personally present at the event, the event will be considered Entertainment; otherwise, it will be considered a Gift. You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. There may be some circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment. Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm, use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics shall review such situation with your department head and the Approving Officers, as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.

In light of the nature of Gift-giving and the impromptu nature of some Entertainment, approval for Access Persons accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment. Where prior approval is not possible with respect to impromptu Gifts or Entertainment, the Access Persons receiving such Gift or Entertainment must seek approval as soon as is reasonably practicable. If such Gift or Entertainment received is impermissible under U.S. or local laws, then the Administrator for the Code of Ethics may require the Access Persons to return the Gifts or reimburse such Entertainment received.

 

Type of Gift/Entertainment Received    Approval Required
Cash Gifts (including gift cards)    Prohibited
Solicitation by Access Persons of Gifts from clients, suppliers, brokers, business partners, or potential business partners    Prohibited

Appropriate Gifts with value of $100 or less*

 

Promotional gifts of nominal value (e.g. pens, notepads or modest desk ornaments, umbrellas, tote bags or shirts) that display a firm’s logo that are substantially below the $100 limit does not require reporting.

   

No Approval Required

 

Reporting is required to StarCompliance regardless of amount

Tickets(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below)   

No Approval Required

 

Reporting is required to StarCompliance regardless of amount

Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances*    Approval Required

Gifts given to a wide group of recipients (e.g. closing dinner

Gifts, holiday Gifts)*

   

No Approval Required

 

Reporting is required to StarCompliance regardless of amount

Gifts received from the same donor more than twice in a calendar year*    Approval Required

 

 

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Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year    Approval Required
Entertainment over $250 per event*    Approval Required
Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the “Speaker Exemption”)   

No Approval Required

Reporting is required to StarCompliance regardless of amount

Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes    Approval Required

 

*

For Investment Personnel only:

 

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All Gifts and Entertainment, of any value, received from broker/dealers must be reported in StarCompliance.

 

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All Gifts received from broker/dealers with a value in excess of $100/person are prohibited and should be returned to the broker/dealer or turned over to Compliance for appropriate disposition.

 

  •  

If an Investment Personnel is granted approval to accept entertainment with a value in excess of $250 per event from a broker/dealer, that person must personally pay the amount in excess of $250 and must maintain records indicating such payment.

Foreign Corrupt Practices Act (FCPA)

The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action (e.g., processing governmental papers, providing police protection, and providing mail service) under limited circumstances (“Facilitating Payments”). Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.

Statement of Purpose

TCW (the “Firm”) is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act (the “Travel Act”), the U.K. Bribery Act of 2010 (the “Bribery Act”) and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”). The purpose of this Anti-Corruption Policy (the “Policy”) is to ensure compliance with all applicable anti-corruption laws and rules.

 

 

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Of course, no policy can anticipate every possible situation that might arise. As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor, Firm contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.

 

 

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Scope

This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located (collectively referred to as “Firm Personnel”). Violations of this Policy may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.

Prohibited Conduct

Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement for the benefit of any person, including a Foreign Official or Domestic Official, with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.

“Foreign Official” includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a “Foreign Official,” Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.

“Domestic Official” means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.

For purposes of this Policy, Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.

All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third party’s) must not be used to accomplish what is otherwise prohibited by this Policy.

Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.

Health or Safety Exception

Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel (or anyone else) is at risk. If a payment is made pursuant to this limited exception, Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk. The payment must also be accurately recorded in the Firm’s books and records.

 

 

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Third Party Representatives

Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firm’s behalf (collectively “Third Party Representatives”). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy. The Legal Department is required to approve all engagements with Third Party Representatives. Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the General Counsel and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative.

Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the Legal Department. Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern). Firm Personnel must consult with the Legal Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag, or any other similar situation.

It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all Firm Personnel:

 

  a.

Familiarize yourself with the examples of Red Flags listed in this Policy; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy;

 

  b.

Be vigilant in detecting Red Flags; it is prohibited to “consciously avoid” or “close your eyes” to a violation or to a Red Flag;

 

  c.

Look out for Red Flags both before and during a relationship with any transaction partner; and

 

  d.

If you have information concerning a potential Red Flag, contact the General Counsel immediately.

No Firm Personnel who in good faith provides information regarding a possible Red Flag will suffer any retaliation or adverse employment decision as a consequence of such report.

The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur. However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Legal Department who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag. Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag. The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.

Red Flag Reporting

Firm Personnel are required to promptly report to the General Counsel any situations that raise anti-corruption compliance Red Flags. All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues. The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward. Red Flags include (but are not limited to):

 

 

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A request for reimbursement of extraordinary, poorly documented, or last minute expenses;

 

  •  

A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty;

 

 

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A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency;

 

  •  

An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business;

 

  •  

A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy, applicable anti-corruption laws and rules;

 

  •  

A refusal, if asked, to disclose owners, partners, or principals;

 

  •  

Use of shell or holding companies that obscure an entity’s ownership without credible explanation;

 

  •  

As measured by local customs or standards, or under circumstances particular to the party’s environment, the party’s business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm;

 

  •  

The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and

 

  •  

In the case of engaging a Third Party Representative, the potential Third Party Representative:

 

  •  

has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm;

 

  •  

is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm;

 

  •  

displays ignorance of or indifference to local laws and regulations;

 

  •  

is unable to provide appropriate business references;

 

  •  

lacks transparency in expenses and accounting records;

 

  •  

is the subject of credible rumors or media reports of inappropriate payments; or

 

  •  

requests payment that is disproportionate to the services provided.

Mandatory Reporting

Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy. All suspected violations of this Policy, including minor violations, should be reported. For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be reported. In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts, payments or other inducements from them, including any request made by Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.

Firm Personnel may also report suspected violations of this Policy as specified in the Firm’s Whistleblower Policy.

 

 

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Books and Records

The Firm is required to maintain books and records that accurately reflect the Firm’s transactions, use of Firm assets, and other similar information. The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firm’s actions. The Firm should not create any undisclosed or unrecorded accounts for any purpose. False or artificial entries are not to be made in the books and records of the Firm for any reason.

 

 

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Outside Business Activities

General

The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:

 

  •  

interferes, competes, or conflicts with the interests of the Firm or gives an appearance of a conflict of interest.

 

  •  

Employment in the securities brokerage industry is prohibited.

 

  •  

Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.

 

  •  

encroaches on normal working time or otherwise impairs performance,

 

  •  

implies Firm sponsorship or support of an outside organization, or

 

  •  

adversely reflects directly or indirectly on the Firm.

A conflict of interest may arise if an employee is engaged in an outside business activity (“OBA”) or receives any compensation for outside services that may be inconsistent with the Firm’s business interests. Examples of OBAs may include, but are not limited to, the following with any non-TCW entities or organizations:

 

  •  

Outside employment

 

  •  

Serving in any capacity of any non-affiliated company or institution, including positions in TCW investment-related entities.

 

  •  

Accepting appointment as a fiduciary, including executor, trustee, guardian, conservator or general partner, except for the employee or immediate family for estate planning and other non-commercial and personal purposes

 

  •  

Honorariums, public speaking appearances or instruction courses at educational institutions

 

  •  

Providing investment advice, or any other financial services to, any person, organization or association, including any that are exclusively charitable, fraternal, religious, civic and are recognized as tax exempt.

 

  •  

Regardless if compensation is received or not, ANY active role/position you have with an outside entity or organization.

Obtaining Approval/Reporting

All employees are required to obtain pre-approval before engaging in any OBA by submitting an Outside Business Activity request through StarCompliance. The Administrator of the Code of Ethics will then coordinate the approval and reporting process.

 

 

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In addition, all employees are required to submit an initial Outside Business Activity request upon their hire through StarCompliance if they have any OBA . Each employee that has disclosed an OBA must submit an updated request upon material changes to the activity or role involved. All employees will also complete the Report on Outside Business Activity annually.

 

 

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Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm. Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual’s right to participate in the political process. If you have any questions about political contributions or activities, contact the Administrator of the Code of Ethics.

General Rules

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual’s right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.

Fundraising and Soliciting Political Contributions

Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm, unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead, email signature blocks, logos or other identifiers of TCW is prohibited.

Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:

 

  •  

originate from the individual’s home address,

 

  •  

make clear that the solicitation is not sponsored by the Firm, and

 

  •  

make clear that the contribution is voluntary on the part of the person being solicited.

Rules Governing Firm Contributions and Activities

 

 

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Federal Elections

The Firm is prohibited from:

 

  •  

making or facilitating contributions to federal candidates from corporate treasury funds,

 

  •  

making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

 

 

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  •  

using, or allowing the use of, corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

 

  •  

making partisan communications to its “rank and file” employees or to the public at large.

Contributions to State and Local Candidates and Committees

The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:

 

  •  

using the Firm’s funds for any political contributions to state or local candidates, or

 

  •  

making any political contribution in the Firm’s name.

Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

 

  •  

Using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm-provided refreshments at a political event, and

 

  •  

directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:

 

  •  

the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval.

 

  •  

the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

 

  •  

the activities do not prevent the individual from completing normal work or interfere with the Firm’s normal activity,

 

  •  

the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and

 

  •  

the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.

TCW follows the above policy for activities related to state and local elections.

Rules for Individuals

 

 

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Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

 

 

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Pre-Approval of all Political Contributions and Volunteer Activity

Each TCW employee, and their spouse, domestic partner and relative or significant other sharing the same house, must submit a Political Contribution Request Form to the Administrator of the Code of Ethics and obtain pre-approval before:

 

  •  

making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office, or a campaign committee, political party committee, proposition, referendum, initiative, 501(c)4, other political committee or organization (example: Republican, Democratic Governors Association or Super PAC) or inaugural committee. A Contribution includes anything of value given or paid to:

 

  •  

influence any election for federal, state or local office;

 

  •  

pay any debt incurred in connection with such election; or

 

  •  

pay any transition or inaugural expenses incurred by the successful candidate for state or local office.

 

  •  

volunteering their services to a political campaign, political party committee, proposition, referendum, initiative, political action committee (“PAC”) or political organization.

Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.

New Hires

TCW considers all employees to be Covered Associates. New hires may not be made without the prior review of their political contributions and activities by Compliance. Human Resources will gather information on any new hire and provide this to Compliance for review. This information shall include information about the political contributions or activities of the new hire. Legal and Compliance can exempt individuals or categories of employees from this review.

Participation in Public Affairs

The Firm encourages its employees to be involved in public affairs and political processes. Normally, participation in public affairs takes place outside of regular business hours. If participation in public affairs requires corporate time, or you wish to accept an appointive office, or you want to run for elective office, contact the Administrator of the Code of Ethics in order to request approval.

You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm.

Employees participating in political activities do so as individuals and not as representatives of the Firm. You may not:

 

  •  

use either the Firm’s name or its address in material you mail or fundraising, and

 

  •  

identify the Firm in any advertisements or literature, except as necessary biographical information.

 

 

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Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm. Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

 

  •  

selling information to which an employee has access because of his/her position,

 

  •  

acquiring any property interest or right when the Firm is known to be interested in the property in question,

 

  •  

receiving a commission or fee on a transaction that would otherwise accrue to the Firm, and

 

  •  

diverting business or personnel from the Firm.

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.

You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.

Corporate Property or Services

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firm’s expense.

 

 

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Use of TCW Stationery

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice.

 

  •  

Avoid statements that might be interpreted as legal advice; and

 

 

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  •  

Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.

 

 

Confidentiality

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer.

 

 

Sanctions

The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code, including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.

 

 

Reporting Illegal or Suspicious Activity - “Whistleblower Policy”

Policy

The Firm is committed to compliance with the law and its policies in all of its operations. The Firm’s employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The Firm requires that all employees report activity that is illegal or does not comply with the Firm’s policies and procedures (“Compliance Issues”), including this Code. Reports about Compliance Issues will be held confidentially by the Firm except as otherwise required to investigate and address the issues raised. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.

Procedure

In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report

 

 

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Compliance Issues.

An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. “Good faith” means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.

 

 

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The report should be made to the General Counsel or an Associate General Counsel, and may be made in person, in writing, via email at TCWWhistleblower@tcw.com or via the whistleblower line at (213) 244-0055. The whistleblower email and line is only directly accessible by the General Counsel. Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a report, employees should state in as much detail as possible the facts that raised a concern.

The General Counsel will consult with others. Depending on the nature of the matters covered by the report and other relevant facts and circumstances, the other persons consulted may include other members of the Legal team, the Chief Compliance Officer and other members of the Compliance team, outside counsel and/ or independent investigators, as appropriate, about the investigation. If deemed necessary and appropriate, a formal or informal investigation may be conducted by the General Counsel and Legal team or an external party.

The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm’s response to their reports.

The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

Each quarter (or more frequently as necessary), the General Counsel will provide TCW’s Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the SEC’s Office of the Whistleblower at (202) 551-4790 or via fax at (703) 813-9322, or via the California Office of the Attorney General’s whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation.

Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

 

 

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Glossary

 

A   

 

Access Person(s) -– Includes all of the Firm’s directors, officers, and employees, except those who (i) do not devote substantially all working time to the activities of the Firm, and (ii) do not have access to infor- mation about the day to-day investment activities of the Firm. A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, na- ture of duties, and access to Firm information.

Account – A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT, and CBO/CDO/CLO).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer .

Approving Officers – The following conflicts of interest situations involving a Covered Officer must be approved by (i) Managing Director of Product Services & Data or Chief Operating Officer of the Firm and (ii) one of the General Counsel or Chief Compliance Officer.

 

B   

 

Beneficial Interest – an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

 

C   

 

CBO – Collateralized bond obligation.

CDO – Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

Chief Compliance Officer – The Chief Compliance Officer of TCW. For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO – Collateralized loan obligation.

Code of Ethics or Code – This Code of Ethics.

Covered Account – Any account of an Access Person or Covered Person is a “Covered Account .” Covered Accounts include any personal trading account in which you have a beneficial interest. A non-exhaustive or a representative list of such accounts include:

 

  •  

Brokerage accounts (i.e. individual, joint, trust, custodial); Individual Retirement Accounts (all types); DRIPs, profit sharing, and any other account/vehicle that have the ability to trade any non-exempt investment product.

 

 

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  •  

401(k) and 529 Plans accounts that provide the ability to trade any non-exempt investment product.

 

  •  

Please note: If the accounts hold MetWest or TCW funds, these accounts require reporting as well.

 

  •  

Accounts held directly at mutual funds are exempt unless the account holds MetWest or TCW funds.

 

  •  

A relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

 

  •  

Direct investments in private funds

 

 

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Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person, or any other person, when the Access Person has a “beneficial interest” in the person’s accounts or securities.

Covered Transaction – A transaction in a Covered Account.

Cryptocurrencies – Cryptocurrencies, like Bitcoin and Ethereum, are pieces of computer code that are not managed by any authority (see Digital Currencies definition, below). Creation, as well as use, is maintained through a distributed ledger, typically a blockchain, that serves as a public financial database.

 

D   

 

Digital Currencies – Digital currency refers to the electronic form of fiat money issued by governments. Unlike Cryptocurrencies, digital currency does not require encryption, and users are required to use secure and unique passwords in order to protect their digital wallets from hacking or theft.

Direct Purchase Plan – An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

 

E   

 

Entertainment – Generally refers to items of value that are given or received by hosts or guests while in the presence of TCW Access Persons. This means the attendance by both you and your hosts or guests at a meal, sporting event, theater production, tickets to an event sponsorship, or comparable event which may also include accommodation expenses covering your hosts or guests’ meal, travel to, or other related accommodation expenses at a conference or an out-of-town event.

ETF – Exchange Traded Fund. A fund that tracks an index but can be traded like a stock .

ETN – Exchange Traded Note – An unsecured debt security that tracks an underlying index of securities and trade on a major exchange like a stock.

Ethical Walls or Informational Barriers – The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Exchange Act – Securities Exchange Act of 1934, as amended.

Exempt Securities – Those Securities described in the subsection Exempt Securities in the Personal Investment Transactions Policy.

 

F   

 

Financial Commodity – Any futures or option contract that is not based on an agricultural commodity, a natural resource such as energy or metals, or other physical or tangible commodity. It includes currencies (both virtual and non-virtual), equity securities, fixed income securities, and indexes of various kinds.

Firm or TCW – The TCW Group of companies.

 

 

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Firm Personnel – All directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located.

 

 

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Foreign Official – Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.

 

G   

 

General Counsel – The General Counsel of TCW. For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift – Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment, it does not fall within the category of Gifts.

 

I   

 

Initial Coin Offerings (ICOs) – An initial coin offering (ICO) is a type of capital-raising activity in the cryptocurrency and blockchain environment. The ICO can be viewed as an initial public offering (IPO) that uses cryptocurrencies and may be considered securities offerings which may need to be registered with the SEC or fall under an exemption to registration under the Exchange Act.

IPO – Initial public offering. An offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Inside information – Material, non-public information.

Investment Compliance – The support group for certain trading areas that, among others, checks proposed trades and open trades against investment restrictions.

Investment Personnel – Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Compliance Department.

 

L   

 

Limited Offering – An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.

LM-10 Information Report – Report required for reporting gifts or entertainment to labor unions or union officials.

 

M   

 

Material Information – Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

 

 

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MetWest – Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

MetWest Mutual Funds – Metropolitan West Funds, each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by MetWest.

 

 

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N   

 

Non-Discretionary Accounts – Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

Non-Financial Commodity – Any futures contract based on an agricultural commodity, a natural resource such as energy or metals, or other physical or tangible commodity. It includes commodities that may be physically delivered or agricultural commodities. This extends to environmental commodities like carbon offset credits, emission allowances and renewable energy credits (RECs).

 

O   

 

Outside Fiduciary Accounts – Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics.

 

P   

 

Private Placements – An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

 

R   

 

REIT – Real estate investment trust.

Registered Person(s) – Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD.

Restricted Securities List – A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

Rule 10b5-1 Plan – A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

 

S   

 

SEC – Securities and Exchange Commission.

Securities – Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs, ETNs, shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds. Does not include cryptocurrencies or digital currencies.

Securities Act – Securities Act of 1933, as amended.

 

T   

 

TAMCO – TCW Asset Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

 

 

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TCW or Firm – The TCW Group of companies.

TCW Advisor – Includes TAMCO, TIMCO, MetWest and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

 

 

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TCW Funds – TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO.

TCW Mutual Funds – Collectively, the TCW Funds, MetWest Mutual Funds, and TSI and any other registered investment company advised by TIMCO, MetWest or any other affiliate, unless otherwise indicated.

TFD or TCW Funds Distributors LLC – A limited-purpose broker-dealer (formerly, TCW Brokerage Services).

TIMCO – TCW Investment Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI – TCW Strategic Income Fund, Inc., a registered, closed-end investment company advised by TIMCO.

 

 

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