Securities Act of 1933 Registration No. 333-139427
Investment Company Act of 1940 Registration No. 811-21991
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
o Pre-Effective Amendment No. ______
x Post-Effective Amendment No. 63
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
x Amendment No. 66
Fidelity Rutland Square Trust II
(Exact Name of Registrant as Specified in Charter)
245 Summer Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)(Zip Code)
Registrants Telephone Number: 617-563-7000
John Hitt Secretary and Chief Legal Officer 245 Summer Street Boston, Massachusetts 02210 (Name and Address of Agent for Service) |
With copies to: John V. OHanlon, Esq. Dechert LLP One International Place, 40 th Floor 100 Oliver Street Boston, Massachusetts 02110 |
It is proposed that this filing will become effective on December 26, 2017 pursuant to paragraph (b) at 5:30 p.m. Eastern Time.
Fund / Ticker
Strategic Advisers® Tax-Sensitive Short Duration Fund / FGNSX
Offered exclusively to certain clients of Strategic Advisers, Inc. - not available for sale to the general public
Prospectus
December 26, 2017
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. |
245 Summer Street, Boston, MA 02210 |
Contents
Fund Summary |
Strategic Advisers® Tax-Sensitive Short Duration Fund |
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Fund Basics |
Investment Details |
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Valuing Shares |
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Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
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Dividends and Capital Gain Distributions |
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Tax Consequences |
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Fund Services |
Fund Management |
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Fund Distribution |
Fund Summary
Fund:
Strategic Advisers® Tax-Sensitive Short Duration Fund
Investment Objective
The fund seeks to provide a high level of after-tax income consistent with preservation of capital.
Fee Table
The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.
Shareholder fees
(fees paid directly from your investment) | None |
Annual Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
Management fee (fluctuates based on the fund's allocation among underlying funds and sub-advisers) (a), (b) | 0.34% | |
Distribution and/or Service (12b-1) fees | None | |
Other expenses (b) | 0.17% | |
Acquired fund fees and expenses (c) | 0.02% | |
Total annual operating expenses | 0.53% | |
Fee waiver and/or expense reimbursement (a) | 0.25% | |
Total annual operating expenses after fee waiver and/or expense reimbursement | 0.28% |
(a) Strategic Advisers, Inc. (Strategic Advisers) has contractually agreed that the fund's maximum aggregate annual management fee will not exceed 0.55% of the fund's average daily net assets. In addition, Strategic Advisers has contractually agreed to waive a portion of the fund's management fee in an amount equal to 0.25% of the fund's average daily net assets. This arrangement will remain in effect through September 30, 2020. Strategic Advisers may not terminate this arrangement without the approval of the Board of Trustees.
(b) Based on estimated amounts for the current fiscal year.
(c) Acquired fund fees and expenses based on estimated amounts for the current fiscal year.
This example helps compare the cost of investing in the fund with the cost of investing in other funds.
Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:
1 year | $29 |
3 years | $97 |
Portfolio Turnover
The fund will not incur transaction costs, such as commissions, when it buys and sells shares of affiliated funds but may incur transaction costs when buying or selling non-affiliated funds and other types of securities (including non-affiliated exchange traded funds) directly (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance.
Principal Investment Strategies
Pursuant to an exemptive order granted by the Securities and Exchange Commission (SEC), Strategic Advisers, Inc. (Strategic Advisers) is permitted, subject to the approval of the Board of Trustees, to enter into new or amended sub-advisory agreements with one or more unaffiliated sub-advisers without obtaining shareholder approval of such agreements. Subject to oversight by the Board of Trustees, Strategic Advisers has the ultimate responsibility to oversee the funds sub-advisers and recommend their hiring, termination, and replacement. In the event the Board of Trustees approves a sub-advisory agreement with a new unaffiliated sub-adviser, shareholders will be provided with information about the new sub-adviser and sub-advisory agreement.
Principal Investment Risks
An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Unlike individual debt securities, which typically pay principal at maturity, the value of an investment in the fund will fluctuate. You could lose money by investing in the fund.
Performance
Performance history will be available for the fund after the fund has been in operation for one calendar year.
Investment Adviser
Strategic Advisers (the Adviser) is the fund's manager. FIAM LLC (FIAM), T. Rowe Price Associates, Inc. (T. Rowe Price), Wells Capital Management Inc (WellsCap), and other investment advisers have been retained to serve as sub-advisers for the fund.
Portfolio Manager(s)
Christopher Heavey (portfolio manager) has managed the fund since December 2017.
Cormac Cullen (portfolio manager), Kevin Ramundo (portfolio manager), Mark Sommer (portfolio manager), Doug McGinley (portfolio manager), and Elizah McLaughlin (portfolio manager) have managed FIAMs portion of the funds assets since 2018.
Joseph Lynagh (portfolio manager) has managed T. Rowe Price's portion of the fund's assets since 2018.
Wendy Casetta (senior portfolio manager) and Lyle Fitterer, CFA, (senior portfolio manager) have managed WellsCap's portion of the fund's assets since 2018. Bruce Johns (senior research analyst and portfolio manager) has managed WellsCap's portion of the fund's assets since 2018.
Purchase and Sale of Shares
The fund is not available for sale to the general public.
The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received in proper form.
The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.
The fund is open for business each day the New York Stock Exchange (NYSE) is open.
The fund has no minimum investment requirement.
Tax Information
The fund pays dividends that are exempt from federal income tax derived from its investments in municipal money market securities and municipal debt securities. Income exempt from federal income tax may be subject to state or local tax, or to the federal alternative minimum tax. In connection with its "tax-sensitive" strategy, or for liquidity purposes, the fund may make investments that are subject to federal and state income taxes. You may also receive taxable distributions attributable to the fund's sale of municipal bonds.
Payments to Broker-Dealers and Other Financial Intermediaries
The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.
Fund Basics
Investment Details
Investment Objective
Strategic Advisers ® Tax-Sensitive Short Duration Fund seeks to provide a high level of after-tax income consistent with preservation of capital.
Principal Investment Strategies
The Adviser normally invests the funds assets primarily in U.S. dollar-denominated municipal money market securities and high quality investment-grade municipal debt securities whose interest is exempt from federal income tax (the "municipal strategy"). The Adviser may invest all of the funds assets in municipal securities whose interest is subject to the federal alternative minimum tax. Additionally, the fund may invest in taxable money market securities when after-tax yields are viewed as advantageous (together with the municipal strategy, the tax-sensitive strategy).
In addition, the fund normally maintains a dollar-weighted average maturity of three years or less. In determining a security's maturity for purposes of calculating the fund's average maturity, an estimate of the average time for its principal to be paid may be used. This can be substantially shorter than its stated maturity.
The Adviser allocates the fund's assets among different market sectors (for example, general obligation bonds of a state or bonds financing a specific project) and different maturities based on its view of the relative value of each sector or maturity.
The Adviser may invest more than 25% of the fund's total assets in municipal securities that finance similar projects, such as those relating to education, health care, transportation, and utilities.
The fund may engage in transactions that have a leveraging effect, including investments in derivatives, regardless of whether it may own the asset, instrument, or components of the index underlying the derivative, and forward-settling securities. The fund may invest a significant portion of its assets in these types of investments. The fund's derivative investments may include interest rate swaps, total return swaps, credit default swaps, and futures contracts (both long and short positions) on securities and indexes. The fund may engage in these transactions to increase or decrease its exposure to changing security prices, interest rates, credit qualities, or other factors that affect security values, or to gain or reduce exposure to an asset, instrument, or index.
Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities tend to be particularly sensitive to these changes.
If the Adviser's strategies do not work as intended, the fund may not achieve its objective.
The fund implements its investment strategies by investing directly in securities through one or more sub-advisers or indirectly in securities through one or more underlying funds, which in turn invest directly in securities.
The Adviser may allocate the fund's assets among any number of underlying funds or sub-advisers at any time.
The Adviser allocates the fund's assets among underlying funds and sub-advisers with reference to the interest rate risk of the composite benchmark consisting of Bloomberg Barclays Municipal Bond 1 Year (1-2 Y) Index (25%) and the iMoneyNet Tax-Free National Retail Money Market Average (75%).
The Adviser pursues a disciplined, benchmark-driven approach to portfolio construction, and monitors and adjusts allocations to underlying funds and sub-advisers as necessary to favor those underlying funds and sub-advisers that the Adviser believes will provide the most favorable outlook for achieving the fund's investment objective.
When determining how to allocate the fund's assets among underlying funds, the Adviser relies on proprietary fundamental and quantitative fund research in its fund selection process. Factors considered when investing in underlying funds include fund performance, a fund manager's experience and investment style, fund company infrastructure, and fund characteristics such as expense ratio, asset size, and portfolio turnover.
The fund may invest in affiliated fixed-income funds ( i.e., Fidelity ® funds) and non-affiliated fixed-income funds that participate in Fidelity's FundsNetwork ® and in non-affiliated ETFs. Underlying funds include both funds managed by Fidelity Management & Research Company (FMR) (an affiliated company that, together with the Adviser, is part of Fidelity Investments) or an affiliate and funds managed by investment advisers other than Fidelity. Fidelity may receive service fees that typically are at an annual rate of up to 0.40% of a non-affiliated underlying fund's average daily net assets attributable to purchases through Fidelity's FundsNetwork ® , though such fees may be higher or lower, or may be charged as transaction and/or account fees. In addition, the fund may invest in ETFs in transactions not occurring through Fidelity's FundsNetwork ® .
The Adviser generally identifies fixed-income funds by reference to a fund's name, policies, or classification by a third-party ranking or ratings organization. In identifying short-term fixed-income funds, the Adviser generally refers to a fixed-income fund's most recent publicly disclosed dollar-weighted average maturity.
The Adviser may actively adjust the allocation of the fund's assets at any time. For current information on fund holdings, please call 1-800-544-3455 or visit Fidelity's web site at www.fidelity.com. For information on the underlying funds, see the underlying funds' prospectuses. A copy of any underlying Fidelity ® fund's prospectus is available at www.fidelity.com or institutional.fidelity.com. For a copy of any other underlying fund's prospectus, visit the web site of the company that manages or sponsors that underlying fund.
When determining how to allocate the fund's assets among sub-advisers, the Adviser considers a variety of factors including, but not limited to, a sub-adviser's investment approach, the characteristics of a sub-adviser's typical investment portfolio, and a sub-adviser's performance patterns in different market environments.
It is not possible to predict the extent to which the fund's assets will be invested by a particular sub-adviser at any given time and one or more sub-advisers may not be managing any assets for the fund at any given time.
To select investments, a sub-adviser may analyze the credit quality of the issuer, security-specific features, current valuation relative to alternatives in the market, short-term trading opportunities resulting from market inefficiencies, and potential future valuation. In managing the fund's exposure to various risks, including interest rate risk, a sub-adviser may consider, among other things, the market's overall risk characteristics, the market's current pricing of those risks, information on the fund's competitive universe and internal views of potential future market conditions.
In addition, the fund may have indirect exposure to derivatives through its investments in underlying funds.
The fund's initial shareholder approved a proposal permitting the Adviser to enter into new or amended sub-advisory agreements with one or more unaffiliated sub-advisers without obtaining shareholder approval of such agreements, subject to conditions of an exemptive order that has been granted by the SEC (Exemptive Order). One of the conditions of the Exemptive Order requires the Board of Trustees to approve any such agreement. Subject to oversight by the Board of Trustees, the Adviser has the ultimate responsibility to oversee the fund's sub-advisers and recommend their hiring, termination, and replacement. In the event the Board of Trustees approves a sub-advisory agreement with a new unaffiliated sub-adviser, shareholders will be provided with information about the new sub-adviser and sub-advisory agreement within ninety days of appointment.
Description of Principal Security Types
In addition to investing in underlying funds, the fund may invest directly in the following principal security types:
Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold at a discount from their face values. Municipal debt securities include general obligation bonds of municipalities, local or state governments, project or revenue-specific bonds, or pre-refunded or escrowed bonds, municipal money market securities, and other securities believed to have debt-like characteristics, including hybrids and synthetic securities.
Money market securities are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a money market fund, some money market securities have demand or put features, which have the effect of shortening the security's maturity. Money market securities include bank certificates of deposit, bankers' acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities. Certain issuers of U.S. Government securities, including Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury.
Municipal securities are issued to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal securities may be fully or partially backed by the local government, by the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets, or by domestic or foreign entities providing credit support such as letters of credit, guarantees, or insurance.
Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include futures, options, forwards, and swaps, such as interest rate swaps (exchanging a floating rate for a fixed rate), total return swaps (exchanging a floating rate for the total return of an index, security, or other instrument or investment) and credit default swaps (buying or selling credit default protection).
Forward-settling securities involve a commitment to purchase or sell specific securities when issued, or at a predetermined price or yield. Payment and delivery take place after the customary settlement period.
Principal Investment Risks
Many factors affect the fund's performance. The fund's share price changes daily based on the performance of the underlying funds and securities in which it invests and on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of underlying funds and securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that underlying fund or issuer.
If the Adviser's or a sub-adviser's allocation strategies do not work as intended, the fund may not achieve its objective. A portfolio manager's evaluations and assumptions in selecting underlying funds or individual securities may be incorrect in view of actual market conditions.
When your shares are sold they may be worth more or less than what you paid for them, which means that you could lose money by investing in the fund.
The following factors can significantly affect the fund's performance:
Multiple Sub-Adviser Risk . Because each sub-adviser manages its allocated portion, if any, independently from another sub-adviser, it is possible that the sub-advisers' security selection processes may not complement one another. As a result, the fund's aggregate exposure to a particular industry or group of industries, or to a single issuer, could unintentionally be larger or smaller than intended. Because each sub-adviser directs the trading for its own portion, if any, of the fund, and does not aggregate its transactions with those of the other sub-advisers, the fund may incur higher brokerage costs than would be the case if a single sub-adviser were managing the entire fund.
Investing in Other Funds . Regulatory restrictions may limit the amount that one fund can invest in another, and in certain cases further limit investments to the extent a fund's shares are already held by the Adviser or its affiliates. The fund bears all risks of investment strategies employed by the underlying funds. The fund does not control the investments of the underlying funds, which may have different investment objectives and may engage in investment strategies that the fund would not engage in directly. Aggregation of underlying fund holdings may result in indirect concentration of assets in a particular industry or group of industries, or in a single issuer, which may increase volatility.
Municipal Market Volatility . Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal market related to taxation, legislative changes, or the rights of municipal security holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the overall municipal market. Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may also impact municipal securities. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions may directly impact the liquidity and valuation of municipal securities.
Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities can be more sensitive to interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities may react differently from other types of debt securities.
Prepayment . Many types of debt securities, including mortgage securities, are subject to prepayment risk. Prepayment risk occurs when the issuer of a security can repay principal prior to the security's maturity. Securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. In addition, the potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility.
Issuer-Specific Changes . Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's credit quality or value. Entities providing credit support or a maturity-shortening structure also can be affected by these types of changes, and if the structure of a security fails to function as intended, the security could decline in value. Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or the inability to collect revenues for the project or from the assets. If the Internal Revenue Service (IRS) determines an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could become taxable and the security could decline significantly in value.
Generally, the fund purchases municipal securities whose interest, in the opinion of bond counsel, is free from federal income tax. Neither the Adviser nor the fund guarantees that this opinion is correct, and there is no assurance that the IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued. For certain types of structured securities, the tax status of the pass-through of tax-free income may also be based on the federal tax treatment of the structure.
Leverage Risk . Derivatives and forward-settling securities involve leverage because they can provide investment exposure in an amount exceeding the initial investment. Leverage can magnify investment risks and cause losses to be realized more quickly. A small change in the underlying asset, instrument, or index can lead to a significant loss. Assets segregated to cover these transactions may decline in value and are not available to meet redemptions. Forward-settling securities also involve the risk that a security will not be issued, delivered, or paid for when anticipated. Government legislation or regulation could affect the use of these transactions and could limit a fund's ability to pursue its investment strategies.
Investing in ETFs. ETFs may trade in the secondary market ( e.g., on a stock exchange) at prices below the value of their underlying portfolios and may not be liquid. An ETF that is not actively managed cannot sell poorly performing stocks or other assets as long as they are represented in its index or other benchmark. ETFs that track an index are subject to tracking error risk (the risk of errors in matching the ETF's underlying assets to its index or other benchmark).
Quantitative Investing. The value of securities selected using quantitative analysis can react differently to issuer, political, market, and economic developments than the market as a whole or securities selected using only fundamental analysis. The factors used in quantitative analysis and the weight placed on those factors may not be predictive of a security's value. In addition, factors that affect a security's value can change over time and these changes may not be reflected in the quantitative model.
In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so, different factors could affect its performance, and the fund could distribute additional income subject to federal income tax.
Strategic Advisers ® Tax-Sensitive Short Duration Fund reserves the right to invest without limitation in investment-grade money market or short-term debt instruments, to hold a substantial amount of uninvested cash, or to invest in federally taxable obligations to a greater extent than normally contemplated by the fund's "tax-sensitive" strategy for temporary, defensive purposes.
Fundamental Investment Policies
The following is fundamental, that is, subject to change only by shareholder approval:
Strategic Advisers ® Tax-Sensitive Short Duration Fund seeks to provide a high level of after-tax income, consistent with preservation of capital.
Valuing Shares
The fund is open for business each day the New York Stock Exchange (NYSE) is open.
The net asset value per share (NAV) is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. The fund's assets normally are valued as of this time for the purpose of computing NAV.
NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).
To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.
Shares of underlying funds (other than ETFs) are valued at their respective NAVs. NAV is calculated using the values of the underlying funds in which the fund invests. For an explanation of the circumstances under which the underlying funds will use fair value pricing and the effects of using fair value pricing, see the underlying funds' prospectuses and statements of additional information (SAIs). Other assets (including securities issued by ETFs) are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in the Adviser's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. For example, if, in the Adviser's opinion, a security's value has been materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value.
Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of NAV by short-term traders.
Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.
Shareholder Information
Additional Information about the Purchase and Sale of Shares
NOT AVAILABLE FOR SALE TO THE GENERAL PUBLIC.
As used in this prospectus, the term "shares" generally refers to the shares offered through this prospectus.
Shares can be purchased only through certain discretionary investment programs offered by the Adviser. If you are not currently a client of the Adviser, please call 1-800-544-3455 (9:00 a.m. - 6:00 p.m., Monday through Friday) for more information. The Adviser charges fees for its discretionary investment programs. For more information on these fees, please refer to the "Buying and Selling Information" section of the statement of additional information (SAI).
The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders.
Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's NAV.
Because investments in the fund can be made only by the Adviser on behalf of its clients, the potential for excessive or short-term disruptive purchases and sales is reduced. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive trading of fund shares and the fund accommodates frequent trading.
The fund does not place a limit on purchases or sales of fund shares by the Adviser. The fund reserves the right, but does not have the obligation, to reject any purchase transaction at any time. In addition, the fund reserves the right to impose restrictions on disruptive, excessive, or short-term trading.
The price to buy one share is its NAV. Shares are sold without a sales charge.
Shares will be bought at the NAV next calculated after an order is received in proper form.
Provided the fund receives an order to buy shares in proper form before the close of business, the fund may place an order to buy shares of an underlying Fidelity ® fund after the close of business, pursuant to a pre-determined allocation, and receive that day's NAV.
Shares are generally available only to investors residing in the United States.
The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.
Under applicable anti-money laundering rules and other regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.
The price to sell one share is its NAV.
Shares will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.
Provided the fund receives an order to sell shares in proper form before the close of business, the fund may place an order to sell shares of an underlying Fidelity ® fund after the close of business, pursuant to a pre-determined allocation, and receive that day's NAV.
See "Policies Concerning the Redemption of Fund Shares" below for additional redemption information.
Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
Redemption proceeds may be paid in underlying fund shares, securities, or other property rather than in cash if the Adviser determines it is in the best interests of the fund.
When your relationship with the Adviser is terminated, your shares may be sold at the NAV next calculated, in which case the redemption proceeds will remain in your account pending your instruction.
Under applicable anti-money laundering rules and other regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.
Policies Concerning the Redemption of Fund Shares
If your account is held directly with a fund , the length of time that a fund typically expects to pay redemption proceeds depends on the method you have elected to receive such proceeds. A fund typically expects to make payment of redemption proceeds by wire, automated clearing house (ACH) or by issuing a check by the next business day following receipt of a redemption order in proper form. Proceeds from the periodic and automatic sale of shares of a Fidelity ® money market fund that are used to buy shares of another Fidelity ® fund are settled simultaneously.
If your account is held through an intermediary , the length of time that a fund typically expects to pay redemption proceeds depends, in part, on the terms of the agreement in place between the intermediary and a fund. For redemption proceeds that are paid either directly to you from a fund or to your intermediary for transmittal to you, a fund typically expects to make payments by wire, by ACH or by issuing a check on the next business day following receipt of a redemption order in proper form from the intermediary by a fund. Redemption orders that are processed through investment professionals that utilize the National Securities Clearing Corporation will generally settle one to three business days following receipt of a redemption order in proper form.
As noted elsewhere, payment of redemption proceeds may take longer than the time a fund typically expects and may take up to seven days from the date of receipt of the redemption order as permitted by applicable law.
Redemption Methods Available. Generally a fund expects to pay redemption proceeds in cash. To do so, a fund typically expects to satisfy redemption requests either by using available cash (or cash equivalents) or by selling portfolio securities. On a less regular basis, a fund may also satisfy redemption requests by utilizing one or more of the following sources, if permitted: borrowing from another Fidelity ® fund; drawing on an available line or lines of credit from a bank or banks; or using reverse repurchase agreements. These methods may be used during both normal and stressed market conditions.
In addition to paying redemption proceeds in cash, a fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash (redemption in-kind). Redemption in-kind proceeds will typically be made by delivering the selected securities to the redeeming shareholder within seven days after the receipt of the redemption order in proper form by a fund.
Dividends and Capital Gain Distributions
The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.
The fund normally declares dividends daily and pays them monthly. The fund normally pays capital gain distributions in July and December.
Distribution Options
Any dividends and capital gain distributions may be reinvested in additional shares or paid in cash.
Tax Consequences
As with any investment, your investment in the fund could have tax consequences for you.
Taxes on Distributions The fund pays dividends that are exempt from federal income tax derived from its investments in municipal money market securities and municipal debt securities.
Income exempt from federal income tax may be subject to state or local tax or to the federal alternative minimum tax. In connection with its "tax-sensitive" strategy, a portion of the dividends you receive may be subject to federal and state income taxes. You may also receive taxable distributions attributable to the fund's sale of municipal bonds.
For federal tax purposes, certain of the fund's distributions, including distributions of short-term capital gains and gains on the sale of bonds characterized as market discount, are taxable to you as ordinary income, while the fund's distributions of long-term capital gains are taxable to you generally as capital gains.
If the Adviser buys shares on your behalf when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.
Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.
Taxes on Transactions
Your redemptions may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.Fund Services
Fund Management
The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.
The fund employs a multi-manager and a fund of funds investment structure. The Adviser may allocate the fund's assets among any number of sub-advisers or underlying funds.
Adviser
Strategic Advisers, Inc. The Adviser is the fund's manager. The address of the Adviser is 245 Summer Street, Boston, Massachusetts 02210.
As of December 31, 2016, the Adviser had approximately $242.1 billion in discretionary assets under management, and approximately $2.13 trillion when combined with all of its affiliates' assets under management.
As the manager, the Adviser has overall responsibility for directing the fund's investments and handling its business affairs.
Sub-Adviser(s)
FIAM LLC (FIAM) , at 900 Salem Street, Smithfield, Rhode Island 02917, has been retained to serve as a sub-adviser for the fund. FIAM is an affiliate of Strategic Advisers. As of September 30, 2017, FIAM had approximately $80 billion in discretionary assets under management. FIAM provides investment advisory services for the fund.
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.) , at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2016, FMR H.K. had approximately $12.3 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR H.K. is an affiliate of both FIAM and the Adviser.
FMR Investment Management (UK) Limited (FMR UK) , at 1 St. Martin's Le Grand, London, EC1A 4AS, United Kingdom, serves as a sub-adviser for the fund. As of December 31, 2016, FMR UK had approximately $16.9 billion in discretionary assets under management. FMR UK may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR UK is an affiliate of both FIAM and the Adviser.
Fidelity Management & Research (Japan) Limited (FMR Japan) , at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of both FIAM and the Adviser.
T. Rowe Price , at 100 East Pratt Street, Baltimore, Maryland 21202, has been retained to serve as a sub-adviser for the fund. As of September 30, 2017, T. Rowe Price had approximately $947.9 billion in assets under management. T. Rowe Price provides investment advisory services for the fund.
Wells Capital Management Inc (WellsCap) , at 525 Market Street, 10th Floor, San Francisco, California 94105, has been retained to serve as a sub-adviser for the fund. As of September 30, 2017, WellsCap had approximately $374.5 billion in assets under management. WellsCap provides investment advisory services for the fund.
Portfolio Manager(s)
Strategic Advisers, Inc.
Christopher Heavey is portfolio manager of the fund, which he has managed since December 2017. Since joining Fidelity Investments in 1998, Mr. Heavey has worked as a senior research analyst and portfolio manager.
FIAM
Cormac Cullen serves as a portfolio manager for FIAMs portion of the funds assets, which he has managed since 2018. Mr. Cullen has served as a portfolio manager since 2016. Previously he was a research analyst.
Kevin Ramundo serves as a portfolio manager for FIAMs portion of the funds assets, which he has managed since 2018. Mr. Ramundo has served as a portfolio manager since 2010.
Mark Sommer, CFA, serves as a portfolio manager for FIAMs portion of the funds assets, which he has managed since 2018. Mr. Sommer has served as a portfolio manager since 2002.
Doug McGinley serves as a portfolio manager for FIAMs portion of the funds assets, which he has managed since 2018. Mr. McGinley has served as a portfolio manager since 2002.
Elizah McLaughlin, CFA, serves as a portfolio manager for FIAMs portion of the funds assets, which she has managed since 2018. Ms. McLaughlin has served as a portfolio manager since 2010.
T. Rowe Price
Joseph Lynagh is a vice president of T. Rowe Price Group, Inc. and T. Rowe Price Associates, Inc. He is a portfolio manager in the Fixed Income Division and head of the Cash Management team, where he oversees the firm's money market and ultra short funds and other cash investments. In addition, Joe is chairman of the Investment Advisory Committees for the money market funds and serves on several other Investment Advisory Committees. Joe joined the firm in 1990 and has worked in Fixed Income since 1994. He earned a B.S. and an M.S.F. from Loyola University Maryland. He also has earned the Chartered Financial Analyst designation. He has managed the fund since 2018.
WellsCap
Lyle Fitterer, CFA, joined Wells Capital Management or one of its predecessor firms in 1989, where he currently serves as a Senior Portfolio Manager and is the Co-Head of WFAM Global Fixed Income, Managing Director and Head of the Tax-Exempt Fixed-Income team. He has managed the fund since 2018.
Wendy Casetta joined Wells Capital Management or one of its predecessor firms in 1998, where she currently serves as a Senior Portfolio Manager with the Tax-Exempt Fixed-Income team. She has managed the fund since 2018.
Bruce Johns joined Wells Capital Management or one of its predecessor firms in 1998, where he currently serves as a Senior Research Analyst and Portfolio Manager with the Tax-Exempt Fixed-Income team. He has managed the fund since 2018.
The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and any fund shares held by the portfolio manager.
From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity ® fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity ® fund.
Advisory Fee(s)
The fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month.
The fund's management fee is calculated by adding the annual rate of 0.25% of the fund's average daily net assets throughout the month plus the total fees payable monthly to the fund's sub-advisers, if any, based upon each sub-adviser's respective allocated portion of the fund's assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future. The fund's maximum aggregate annual management fee will not exceed 0.55% of the fund's average daily net assets.
The Adviser has contractually agreed to waive a portion of the fund's management fee in an amount equal to 0.25% of the fund's average daily net assets through September 30, 2020.
In return for the services of the fund's sub-advisers, the Adviser and/or FIAM will pay each of the fund's sub-advisers the fee (as described above) payable to that sub-adviser.
The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund will be included in the fund's annual report for the fiscal period ending May 31, 2018, when available.
Fund Distribution
Fidelity Distributors Corporation (FDC) distributes the fund's shares.
Distribution and Service Plan(s)
The fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) with respect to its shares that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of shares of the fund and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for shares of the fund.
Affiliates of the Adviser may receive service fees or distribution fees or both with respect to underlying funds that participate in Fidelity's FundsNetwork ® .
If payments made by the Adviser to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of the fund's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.
No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.
For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). A financial report will be available once the fund has completed its first annual or semi-annual period. The fund's annual and semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.
For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-800-544-3455. In addition, you may visit Fidelity's web site at www.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-21991
FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.
Strategic Advisers, Fidelity Investments & Pyramid Design, Fidelity, and FundsNetwork are registered service marks of FMR LLC. © 2017 FMR LLC. All rights reserved.
iMoneyNet is a service mark of FMR LLC.
Any third-party marks that may appear above are the marks of their respective owners.
1.9885901.100 | TSS-PRO-1217 |
Fund | Ticker |
Strategic Advisers® Tax-Sensitive Short Duration Fund | FGNSX |
Fund of Fidelity Rutland Square Trust II
STATEMENT OF ADDITIONAL INFORMATION
December 26, 2017
Offered exclusively to certain clients of Strategic Advisers, Inc. (Strategic Advisers) - not available for sale to the general public.
This statement of additional information (SAI) is not a prospectus. An annual report for the fund will be available once the fund has completed its first annual period.
To obtain a free additional copy of the prospectus or SAI, dated December 26, 2017, please call Fidelity at 1-800-544-3455 or visit Fidelitys web site at www.fidelity.com.
TSS-PTB-1217
1.9885902.100
245 Summer Street, Boston, MA 02210
TABLE OF CONTENTS
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of the fund's assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.
The fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.
The following are the fund's fundamental investment limitations set forth in their entirety.
Diversification
The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a) more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer.
For purposes of the fund's diversification limitation discussed above, Strategic Advisers, Inc. (Strategic Advisers) identifies the issuer of a security depending on its terms and conditions. In identifying the issuer, Strategic Advisers will consider the entity or entities responsible for payment of interest and repayment of principal and the source of such payments; the way in which assets and revenues of an issuing political subdivision are separated from those of other political entities; and whether a governmental body is guaranteeing the security.
For purposes of the fund's diversification limitation discussed above, Strategic Advisers does not consider traditional bond insurance to be a separate security or the insurer to be a separate issuer. Therefore, the diversification limitation does not limit the percentage of fund assets that may be invested in securities insured by a single bond insurer.
Senior Securities
The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.
Borrowing
The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.
Underwriting
The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.
Concentration
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S. territory or possession or a state or local government, or a political subdivision of any of the foregoing) if, as a result, more than 25% of the fund's total assets would be invested in securities of companies whose principal business activities are in the same industry (provided that investments in other investment companies shall not be considered an investment in any particular industry for purposes of this investment limitation).
For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements collateralized by U.S. Government securities, Strategic Advisers, Inc. (Strategic Advisers) looks through to the U.S. Government securities.
For purposes of the fund's concentration limitation discussed above, Strategic Advisers or an affiliate may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by Strategic Advisers does not assign a classification.
Real Estate
The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business).
Commodities
The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities).
Loans
The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.
The following investment limitations are not fundamental and may be changed without shareholder approval.
Short Sales
The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts, options, and swaps are not deemed to constitute selling securities short.
Margin Purchases
The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.
Borrowing
The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which Strategic Advisers or an affiliate serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated as borrowings for purposes of the fundamental borrowing investment limitation).
Illiquid Securities
The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.
To the extent that the fund acquires the shares of an underlying fund in accordance with Section 12(d)(1)(F) of the 1940 Act, the underlying fund is not obligated to redeem its shares in an amount exceeding 1% of its shares outstanding during any period of less than 30 days. Those underlying fund shares will not be treated as illiquid securities for purposes of the fund's illiquid securities limitation described above to the extent that the fund is able to dispose of such securities by distributing them in kind to redeeming shareholders. (See "Investment Policies and Limitations - Securities of Other Investment Companies.")
Loans
The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the fund's net assets) to a registered investment company or portfolio for which Strategic Advisers or an affiliate serves as investment adviser or (b) assuming any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments.
The fund does not currently intend to engage in repurchase agreements or make loans, but this limitation does not apply to purchases of debt securities.
In addition to the fund's fundamental and non-fundamental investment limitations discussed above:
For the fund's policies and limitations on futures and options transactions, see "Investment Policies and Limitations - Futures, Options, and Swaps."
Notwithstanding the foregoing investment limitations, the underlying funds in which the fund may invest have adopted certain investment limitations that may be more or less restrictive than those listed above, thereby permitting the fund to engage indirectly in investment strategies that are prohibited under the investment limitations listed above. The investment limitations of each underlying fund are set forth in its registration statement.
In accordance with its investment program as set forth in the prospectus, the fund may invest more than 25% of its assets in any one underlying Fidelity ® fund. Although the fund does not intend to concentrate its investments in a particular industry, the fund may indirectly concentrate in a particular industry or group of industries through its investments in one or more underlying funds.
The following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund's adviser (or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. The fund's adviser (or a sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its goal. However, the fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do so might benefit the fund.
Strategic Advisers® Tax-Sensitive Short Duration Fund may have exposure to instruments, techniques, and risks either directly or indirectly through an investment in an underlying fund. An underlying fund may invest in the same or other types of instruments and its adviser may employ the same or other types of techniques. Strategic Advisers® Tax-Sensitive Short Duration Fund's performance will be affected by the instruments, techniques, and risks associated with an underlying fund, in proportion to the amount of assets that the fund allocates to that underlying fund.
On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "a fund" or "the fund" may relate to Strategic Advisers® Tax-Sensitive Short Duration Fund or an underlying fund, and references to "an adviser" or "the adviser" may relate to Strategic Advisers (or its affiliates) or a sub-adviser of Strategic Advisers® Tax-Sensitive Short Duration Fund, or an adviser of an underlying fund.
Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to prepayment risk.
Borrowing. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage.
Cash Management. A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase agreements, or shares of short-term bond or money market funds, including (for Fidelity ® funds and other advisory clients only) shares of Fidelity ® central funds. Generally, these securities offer less potential for gains than other types of securities. A municipal fund's uninvested cash may earn credits that reduce fund expenses.
Central Funds are special types of investment vehicles created by Fidelity for use by the Fidelity ® funds and other advisory clients. Central funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the portions of a Fidelity ® fund's assets invested in the central funds will be based upon the investment results of those funds.
Commodity Futures Trading Commission (CFTC) Notice of Exclusion. The trust, on behalf of the Fidelity ® fund to which this SAI relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to the fund's operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there is no certainty that a fund or its adviser will be able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not to use investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a fund or its adviser operates subject to CFTC regulation, it may incur additional expenses.
Debt Securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay interest but are sold at a deep discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, and mortgage and other asset-backed securities.
Dollar-Weighted Average Maturity is derived by multiplying the value of each security by the time remaining to its maturity, adding these calculations, and then dividing the total by the value of a fund's portfolio. An obligation's maturity is typically determined on a stated final maturity basis, although there are some exceptions to this rule.
Under certain circumstances, a fund may invest in nominally long-term securities that have maturity shortening features of shorter-term securities, and the maturities of these securities may be deemed to be earlier than their ultimate maturity dates by virtue of an existing demand feature or an adjustable interest rate. Under other circumstances, if it is probable that the issuer of an instrument will take advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument will probably be called, refunded, or redeemed may be considered to be its maturity date. When a municipal bond issuer has committed to call an issue of bonds and has established an independent escrow account that is sufficient to, and is pledged to, refund that issue, the number of days to maturity for the prerefunded bond is considered to be the number of days to the announced call date of the bonds.
Duration is a measure of a bond's price sensitivity to a change in its yield. For example, if a bond has a 5-year duration and its yield rises 1%, the bond's value is likely to fall about 5%. Similarly, if a bond fund has a 5-year average duration and the yield on each of the bonds held by the fund rises 1%, the fund's value is likely to fall about 5%. For funds with exposure to foreign markets, there are many reasons why all of the bond holdings do not experience the same yield changes. These reasons include: the bonds are spread off of different yield curves around the world and these yield curves do not move in tandem; the shapes of these yield curves change; and sector and issuer yield spreads change. Other factors can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance will likely differ from the example.
Exchange Traded Funds (ETFs) are shares of other investment companies, commodity pools, or other entities that are traded on an exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF may seek to replicate the performance of a specific index or may be actively managed.
Typically, shares of an ETF that tracks an index are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed as a way for investors to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are similar to holding short positions in the underlying benchmark.
ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund, and are redeemed principally in-kind at each day's next calculated net asset value per share (NAV). ETFs typically incur fees that are separate from those fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs are traded in the secondary market ( e.g., on a stock exchange) on an intra-day basis at prices that may be above or below the value of their underlying portfolios.
Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including tracking error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because an ETF is not actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other ETF risks include the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be liquid. ETFs also may be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark. While leveraged ETFs may offer the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.
Exchange Traded Notes (ETNs) are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.
ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN shares may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating. As a result, there may be times when an ETN's share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to amplify the returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are greater.
Funds of Funds and Other Large Shareholders. Certain Fidelity ® funds and accounts (including funds of funds) invest in other funds ("underlying funds") and, as a result, may at times have substantial investments in one or more underlying funds.
An underlying fund may experience large redemptions or investments due to transactions in its shares by funds of funds, other large shareholders, or similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse impact on an underlying fund's performance. In the event of such redemptions or investments, an underlying fund could be required to sell securities or to invest cash at a time when it may not otherwise desire to do so. Such transactions may increase an underlying fund's brokerage and/or other transaction costs and affect the liquidity of a fund's portfolio. In addition, when funds of funds or other investors own a substantial portion of an underlying fund's shares, a large redemption by such an investor could cause actual expenses to increase, or could result in the underlying fund's current expenses being allocated over a smaller asset base, leading to an increase in the underlying fund's expense ratio. Redemptions of underlying fund shares could also accelerate the realization of taxable capital gains in the fund if sales of securities result in capital gains. The impact of these transactions is likely to be greater when a fund of funds or other significant investor purchases, redeems, or owns a substantial portion of the underlying fund's shares.
When possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems appropriate to address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over a period of time, although there can be no assurance that such actions will be successful. A high volume of redemption requests can impact an underlying fund the same way as the transactions of a single shareholder with substantial investments. As an additional safeguard, Fidelity ® fund of funds may manage the placement of their redemption requests in a manner designed to minimize the impact of such requests on the day-to-day operations of the underlying funds in which they invest. This may involve, for example, redeeming its shares of an underlying fund gradually over time.
Futures, Options, and Swaps. The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of many economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio securities and its investment performance could be primarily dependent upon securities it does not own.
Strategic Advisers ® Tax-Sensitive Short Duration Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to structured notes.
The policies and limitations regarding the fund's investments in futures contracts, options, and swaps may be changed as regulatory agencies permit.
The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures, options on futures, and forward contracts.
Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the underlying instrument will be settled through cash payments rather than through delivery of the underlying instrument. Futures can be held until their delivery dates, or can be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by closing out its futures contracts.
The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.
The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying instrument or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and seller are required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan by a fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is also required to segregate liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.
There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.
If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be heightened for commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as stocks and bonds.
Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not track the performance of the fund's other investments.
Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated with the purchase of the physical commodity.
Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures contracts, the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the participation of speculators in such markets.
Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or over-the-counter (OTC). The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).
The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right (but not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls. At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the option.
The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin payments to an FCM as described above for futures contracts.
If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases.
Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out the put or call option on the secondary market may move more or less than the price of the related security.
There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options positions could also be impaired.
Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the exchanges where they are traded.
Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.
A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap gives a party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."
Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not track the performance of the fund's other investments.
Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.
Swap Agreements. Swap agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are transacted through FCMs that are members of central clearinghouses with the clearinghouse serving as a central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.
Swap agreements can take many different forms and are known by a variety of names, including interest rate swaps (where the parties exchange a floating rate for a fixed rate), asset swaps ( e.g., where parties combine the purchase or sale of a bond with an interest rate swap), total return swaps, and credit default swaps. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Certain standardized swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse and by a clearing member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap. It is expected, however, that regulators will adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the near future, which could reduce the distinction.
A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof) during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.
In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.
Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is the credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller.
If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity ® fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness.
A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the counterparty.
Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex and often valued subjectively.
Hybrid and Preferred Securities. A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of a reference instrument or financial strength of a reference entity ( e.g., a security or other financial instrument, asset, currency, interest rate, commodity, index, or business entity such as a financial institution). Another example is contingent convertible securities, which are fixed income securities that, under certain circumstances, either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage if the issuer's capital ratio falls below a predetermined trigger level. The liquidation value of such a security may be reduced upon a regulatory action and without the need for a bankruptcy proceeding. Preferred securities may take the form of preferred stock and represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims of those who own preferred and common stock.
The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may include the possibility of significant changes in the value of any applicable reference instrument. Such risks may depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates. In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities.
Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued. Difficulty in selling securities may result in a loss or may be costly to a fund.
Under the supervision of the Board of Trustees, a Fidelity ® fund's adviser determines the liquidity of the fund's investments and, through reports from the fund's adviser, the Board monitors investments in illiquid securities.
Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).
Increasing Government Debt. The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.
A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.
On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to "AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+," there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United States.
Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by reference to a specific instrument, statistic, or measure.
Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.
Indexed securities may have principal payments as well as coupon payments that depend on the performance of one or more interest rates. Their coupon rates or principal payments may change by several percentage points for every 1% interest rate change.
Inflation-protected securities, for example, can be indexed to a measure of inflation, such as the Consumer Price Index (CPI).
The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed, and may also be influenced by interest rate changes. Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies.
Insolvency of Issuers, Counterparties, and Intermediaries. Issuers of fund portfolio securities or counterparties to fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets, where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy laws differ from those of the U.S.
As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and the results of related proceedings can be unpredictable.
If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions. If an intermediary becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also take time to resolve, which may result in illiquid positions.
Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the Securities and Exchange Commission (SEC), a Fidelity ® fund may lend money to, and borrow money from, other funds advised by Fidelity Management & Research Company (FMR) or its affiliates. Municipal funds currently intend to participate in this program only as borrowers. A Fidelity ® fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans. Interfund borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. A Fidelity ® fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed.
Inverse Floaters have variable interest rates that typically move in the opposite direction from movements in prevailing short-term interest rate levels - rising when prevailing short-term interest rates fall, and falling when short-term interest rates rise. The prices of inverse floaters can be considerably more volatile than the prices of other investments with comparable maturities and/or credit quality.
Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of equivalent quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into account normal settlement periods.
Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables), or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation from a lender or other purchaser of a participation.
Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.
Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary.
A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.
Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the amount will ever be repaid.
For a Fidelity ® fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the fund generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.
Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may follow periods of rising interest rates.
The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality debt securities and the ability of outside pricing services to value lower-quality debt securities.
A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.
Money Market Securities are high-quality, short-term obligations. Money market securities may be structured to be, or may employ a trust or other form so that they are, eligible investments for money market funds. For example, put features can be used to modify the maturity of a security or interest rate adjustment features can be used to enhance price stability. If a structure fails to function as intended, adverse tax or investment consequences may result. Neither the Internal Revenue Service (IRS) nor any other regulatory authority has ruled definitively on certain legal issues presented by certain structured securities. Future tax or other regulatory determinations could adversely affect the value, liquidity, or tax treatment of the income received from these securities or the nature and timing of distributions made by a fund.
Municipal Insurance. A municipal bond may be covered by insurance that guarantees the bond's scheduled payment of interest and repayment of principal. This type of insurance may be obtained by either (i) the issuer at the time the bond is issued (primary market insurance), or (ii) another party after the bond has been issued (secondary market insurance).
Both primary and secondary market insurance guarantee timely and scheduled repayment of all principal and payment of all interest on a municipal bond in the event of default by the issuer, and cover a municipal bond to its maturity, typically enhancing its credit quality and value.
Municipal bond insurance does not insure against market fluctuations or fluctuations in a fund's share price. In addition, a municipal bond insurance policy will not cover: (i) repayment of a municipal bond before maturity (redemption), (ii) prepayment or payment of an acceleration premium (except for a mandatory sinking fund redemption) or any other provision of a bond indenture that advances the maturity of the bond, or (iii) nonpayment of principal or interest caused by negligence or bankruptcy of the paying agent. A mandatory sinking fund redemption may be a provision of a municipal bond issue whereby part of the municipal bond issue may be retired before maturity.
Because a significant portion of the municipal securities issued and outstanding is insured by a small number of insurance companies, not all of which have the highest credit rating, an event involving one or more of these insurance companies could have a significant adverse effect on the value of the securities insured by that insurance company and on the municipal markets as a whole. Ratings of insured bonds reflect the credit rating of the insurer, based on the rating agency's assessment of the creditworthiness of the insurer and its ability to pay claims on its insurance policies at the time of the assessment. While the obligation of a municipal bond insurance company to pay a claim extends over the life of an insured bond, there is no assurance that municipal bond insurers will meet their claims. A higher-than-anticipated default rate on municipal bonds or in connection with other insurance the insurer provides could strain the insurer's loss reserves and adversely affect its ability to pay claims to bondholders.
Strategic Advisers may decide to retain an insured municipal bond that is in default, or, in Strategic Advisers' view, in significant risk of default. While a fund holds a defaulted, insured municipal bond, the fund collects interest payments from the insurer and retains the right to collect principal from the insurer when the municipal bond matures, or in connection with a mandatory sinking fund redemption.
Municipal Leases and participation interests therein may take the form of a lease, an installment purchase, or a conditional sale contract and are issued by state and local governments and authorities to acquire land or a wide variety of equipment and facilities. Generally, a fund will not hold these obligations directly as a lessor of the property, but will purchase a participation interest in a municipal obligation from a bank or other third party. A participation interest gives the purchaser a specified, undivided interest in the obligation in proportion to its purchased interest in the total amount of the issue.
Municipal leases frequently have risks distinct from those associated with general obligation or revenue bonds. State constitutions and statutes set forth requirements that states or municipalities must meet to incur debt. These may include voter referenda, interest rate limits, or public sale requirements. Leases, installment purchases, or conditional sale contracts (which normally provide for title to the leased asset to pass to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting their constitutional and statutory requirements for the issuance of debt. Many leases and contracts include "non-appropriation clauses" providing that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purposes by the appropriate legislative body on a yearly or other periodic basis. Non-appropriation clauses free the issuer from debt issuance limitations. If a municipality stops making payments or transfers its obligations to a private entity, the obligation could lose value or become taxable.
Municipal Market Disruption Risk. The value of municipal securities may be affected by uncertainties in the municipal market related to legislation or litigation involving the taxation of municipal securities or the rights of municipal securities holders in the event of a bankruptcy. Proposals to restrict or eliminate the federal income tax exemption for interest on municipal securities are introduced before Congress from time to time. Proposals also may be introduced before state legislatures that would affect the state tax treatment of a municipal fund's distributions. If such proposals were enacted, the availability of municipal securities and the value of a municipal fund's holdings would be affected, and the Trustees would reevaluate the fund's investment objectives and policies. Municipal bankruptcies are relatively rare, and certain provisions of the U.S. Bankruptcy Code governing such bankruptcies are unclear and remain untested. Further, the application of state law to municipal issuers could produce varying results among the states or among municipal securities issuers within a state. These legal uncertainties could affect the municipal securities market generally, certain specific segments of the market, or the relative credit quality of particular securities. Any of these effects could have a significant impact on the prices of some or all of the municipal securities held by a fund.
Municipal securities may be susceptible to downgrade, default, and bankruptcy, particularly during economic downturns. Factors affecting municipal securities include the budgetary constraints of local, state, and federal governments upon which the municipalities issuing municipal securities may be relying for funding, as well as lower tax collections, fluctuations in interest rates, and increasing construction costs. Municipal securities are also subject to the risk that the perceived likelihood of difficulties in the municipal securities markets could result in increased illiquidity, volatility, and credit risk. Certain municipal issuers may be unable to obtain additional financing through, or be required to pay higher interest rates on, new issues, which may reduce revenues available for these municipal issuers to pay existing obligations. In addition, certain municipal issuers may be unable to issue or market securities, resulting in fewer investment opportunities for funds investing in municipal securities.
Education. In general, there are two types of education-related bonds: those issued to finance projects for public and private colleges and universities, and those representing pooled interests in student loans. Bonds issued to supply educational institutions with funds are subject to the risk of unanticipated revenue decline, primarily the result of decreasing student enrollment or decreasing state and federal funding. Among the factors that may lead to declining or insufficient revenues are restrictions on students' ability to pay tuition, availability of state and federal funding, and general economic conditions. Student loan revenue bonds are generally offered by state (or substate) authorities or commissions and are backed by pools of student loans. Underlying student loans may be guaranteed by state guarantee agencies and may be subject to reimbursement by the United States Department of Education through its guaranteed student loan program. Others may be private, uninsured loans made to parents or students which are supported by reserves or other forms of credit enhancement. Recoveries of principal due to loan defaults may be applied to redemption of bonds or may be used to re-lend, depending on program latitude and demand for loans. Cash flows supporting student loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, and student repayment deferral periods of forbearance. Other risks associated with student loan revenue bonds include potential changes in federal legislation regarding student loan revenue bonds, state guarantee agency reimbursement and continued federal interest and other program subsidies currently in effect.Electric Utilities. The electric utilities industry has been experiencing, and will continue to experience, increased competitive pressures. Federal legislation in the last two years will open transmission access to any electricity supplier, although it is not presently known to what extent competition will evolve. Other risks include: (a) the availability and cost of fuel, (b) the availability and cost of capital, (c) the effects of conservation on energy demand, (d) the effects of rapidly changing environmental, safety, and licensing requirements, and other federal, state, and local regulations, (e) timely and sufficient rate increases, and (f) opposition to nuclear power.
Health Care. The health care industry is subject to regulatory action by a number of private and governmental agencies, including federal, state, and local governmental agencies. A major source of revenues for the health care industry is payments from the Medicare and Medicaid programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. Numerous other factors may affect the industry, such as general and local economic conditions; demand for services; expenses (including malpractice insurance premiums); and competition among health care providers. In the future, the following elements may adversely affect health care facility operations: adoption of legislation proposing a national health insurance program; other state or local health care reform measures; medical and technological advances which dramatically alter the need for health services or the way in which such services are delivered; changes in medical coverage which alter the traditional fee-for-service revenue stream; and efforts by employers, insurers, and governmental agencies to reduce the costs of health insurance and health care services.
Housing. Housing revenue bonds are generally issued by a state, county, city, local housing authority, or other public agency. They generally are secured by the revenues derived from mortgages purchased with the proceeds of the bond issue. It is extremely difficult to predict the supply of available mortgages to be purchased with the proceeds of an issue or the future cash flow from the underlying mortgages. Consequently, there are risks that proceeds will exceed supply, resulting in early retirement of bonds, or that homeowner repayments will create an irregular cash flow. Many factors may affect the financing of multi-family housing projects, including acceptable completion of construction, proper management, occupancy and rent levels, economic conditions, and changes to current laws and regulations.
Transportation. Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities. Airport bonds are dependent on the general stability of the airline industry and on the stability of a specific carrier who uses the airport as a hub. Air traffic generally follows broader economic trends and is also affected by the price and availability of fuel. Toll road bonds are also affected by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs and availability also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation.
Water and Sewer. Water and sewer revenue bonds are often considered to have relatively secure credit as a result of their issuer's importance, monopoly status, and generally unimpeded ability to raise rates. Despite this, lack of water supply due to insufficient rain, run-off, or snow pack is a concern that has led to past defaults. Further, public resistance to rate increases, costly environmental litigation, and Federal environmental mandates are challenges faced by issuers of water and sewer bonds.
Put Features entitle the holder to sell a security back to the issuer or a third party at any time or at specified intervals. In exchange for this benefit, a fund may accept a lower interest rate. Securities with put features are subject to the risk that the put provider is unable to honor the put feature (purchase the security). Put providers often support their ability to buy securities on demand by obtaining letters of credit or other guarantees from other entities. Demand features, standby commitments, and tender options are types of put features.
Real Estate Investment Trusts. Real estate investment trusts issue debt securities to fund the purchase and/or development of commercial properties. The value of these debt securities may be affected by changes in the value of the underlying property owned by the trusts, the creditworthiness of the trusts, interest rates, and tax and regulatory requirements. Real estate investment trusts are dependent upon management skill and the cash flow generated by the properties owned by the trusts. Real estate investment trusts are at the risk of the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code and failing to maintain exemption from the 1940 Act.
Reforms and Government Intervention in the Financial Markets. Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S. Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.
The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.
Refunding Contracts. Securities may be purchased on a when-issued basis in connection with the refinancing of an issuer's outstanding indebtedness. Refunding contracts require the issuer to sell and a purchaser to buy refunded municipal obligations at a stated price and yield on a settlement date that may be several months or several years in the future. A purchaser generally will not be obligated to pay the full purchase price if the issuer fails to perform under a refunding contract. Instead, refunding contracts generally provide for payment of liquidated damages to the issuer. A purchaser may secure its obligations under a refunding contract by depositing collateral or a letter of credit equal to the liquidated damages provisions of the refunding contract.
Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition, delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity ® fund may engage in repurchase agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.
Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity ® fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.
Securities of Other Investment Companies, including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or more other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a fund's prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.
The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such securities and the possibility that the fund's long-term returns on such securities will be diminished.
A fund's ability to invest in securities of other investment companies may be limited by federal securities laws. To the extent a fund acquires securities issued by unaffiliated investment companies, the Adviser's access to information regarding such underlying fund's portfolio may be limited and subject to such fund's policies regarding disclosure of fund holdings.
Sources of Liquidity or Credit Support. Issuers may employ various forms of credit and liquidity enhancements, including letters of credit, guarantees, swaps, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other financial institutions. An adviser and its affiliates may rely on their evaluation of the credit of the issuer or the credit of the liquidity or credit enhancement provider in determining whether to purchase or hold a security supported by such enhancement. In evaluating the credit of a foreign bank or other foreign entities, factors considered may include whether adequate public information about the entity is available and whether the entity may be subject to unfavorable political or economic developments, currency controls, or other government restrictions that might affect its ability to honor its commitment. Changes in the credit quality of the issuer and/or entity providing the enhancement could affect the value of the security or a fund's share price.
Standby Commitments are puts that entitle holders to same-day settlement at an exercise price equal to the amortized cost of the underlying security plus accrued interest, if any, at the time of exercise. A fund may acquire standby commitments to enhance the liquidity of portfolio securities.
Ordinarily a fund will not transfer a standby commitment to a third party, although it could sell the underlying municipal security to a third party at any time. A fund may purchase standby commitments separate from or in conjunction with the purchase of securities subject to such commitments. In the latter case, the fund would pay a higher price for the securities acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other guarantees to support their ability to buy securities on demand. An adviser may rely upon its evaluation of a bank's credit in determining whether to purchase an instrument supported by a letter of credit. In evaluating a foreign bank's credit, an adviser will consider whether adequate public information about the bank is available and whether the bank may be subject to unfavorable political or economic developments, currency controls, or other governmental restrictions that might affect the bank's ability to honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of issuers of standby commitments to pay for securities at the time the commitments are exercised; the fact that standby commitments are not generally marketable; and the possibility that the maturities of the underlying securities may be different from those of the commitments.
Structured Securities (also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in the value of a reference instrument ( e.g., a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the value of the underlying reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.
Temporary Defensive Policies. In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If a fund does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.Strategic Advisers ® Tax-Sensitive Short Duration Fund reserves the right to invest without limitation in investment-grade money market or short-term debt instruments, to hold a substantial amount of uninvested cash, or to invest in federally taxable obligations to a greater extent than normally contemplated by the fund's "tax-sensitive" strategy for temporary, defensive purposes.
Tender Option Bonds are created by depositing intermediate- or long-term, fixed-rate or variable rate, municipal bonds into a trust and issuing two classes of trust interests (or "certificates") with varying economic interests to investors. Holders of the first class of trust interests, or floating rate certificates, receive tax-exempt interest based on short-term rates and may tender the certificate to the trust at par. As consideration for providing the tender option, the trust sponsor (typically a bank, broker-dealer, or other financial institution) receives periodic fees. The trust pays the holders of the floating rate certificates from proceeds of a remarketing of the certificates or from a draw on a liquidity facility provided by the sponsor. A fund investing in a floating rate certificate effectively holds a demand obligation that bears interest at the prevailing short-term tax-exempt rate. The floating rate certificate is typically an eligible security for money market funds. Holders of the second class of interests, sometimes called the residual income certificates, are entitled to any tax-exempt interest received by the trust that is not payable to floating rate certificate holders, and bear the risk that the underlying municipal bonds decline in value. In selecting tender option bonds, FMR will consider the creditworthiness of the issuer of the underlying bond deposited in the trust, the experience of the custodian, and the quality of the sponsor providing the tender option. In certain instances, the tender option may be terminated if, for example, the issuer of the underlying bond defaults on interest payments.
Transfer Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity ® fund may pass through a series of demand deposit bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.
If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are investment risks of the fund. The fund faces the risk of loss of these balances if the bank becomes insolvent.
Variable and Floating Rate Securities provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuer's credit quality, sometimes subject to a cap or floor on such rate. Some variable or floating rate securities are structured with put features that permit holders to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries. For purposes of determining the maximum maturity of a variable or floating rate security, a fund's adviser may take into account normal settlement periods.
In many instances bonds and participation interests have tender options or demand features that permit the holder to tender (or put) the bonds to an institution at periodic intervals and to receive the principal amount thereof. Variable rate instruments structured in this fashion are considered to be essentially equivalent to other variable rate securities. The IRS has not ruled whether the interest on these instruments is tax-exempt. Fixed-rate bonds that are subject to third-party puts and participation interests in such bonds held by a bank in trust or otherwise may have similar features.
When-Issued and Forward Purchase or Sale Transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered.
When purchasing securities pursuant to one of these transactions, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is not required until the delivery date, these risks are in addition to the risks associated with a fund's investments. If a fund remains substantially fully invested at a time when a purchase is outstanding, the purchases may result in a form of leverage. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could miss a favorable price or yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund.
Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase price and its face value is considered income.
In addition to the investment policies and limitations discussed above, a fund is subject to the additional operational risk discussed below.
Considerations Regarding Cybersecurity. With the increased use of technologies such as the Internet to conduct business, a funds service providers are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and may arise from external or internal sources. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment or systems; or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting a funds manager, any sub-adviser and other service providers (including, but not limited to, fund accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a funds ability to calculate its NAV, impediments to trading, the inability of fund shareholders to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which a fund invests, counterparties with which a fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for fund shareholders) and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.
While a funds service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, a fund cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect a fund or its shareholders. A fund and its shareholders could be negatively impacted as a result.
PORTFOLIO TRANSACTIONS
To the extent that Strategic Advisers grants investment management authority over an allocated portion of the fund's assets to a sub-adviser (see the section entitled "Management Contract"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with the policies described in this section.
Orders for the purchase or sale of portfolio securities are placed on behalf of the fund by Strategic Advisers (either directly or through its affiliates) or a sub-adviser, pursuant to authority contained in the management contract and the respective sub-advisory agreement.
Strategic Advisers or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.
The fund will not incur any commissions or sales charges when it invests in affiliated funds, but it may incur such costs when it invests in non-affiliated funds and when it invests directly in other types of securities, including exchange traded funds (ETFs).
Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network (ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.
Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the spread between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in underwritten fixed price offerings.
The Trustees of the fund periodically review Strategic Advisers' and its affiliates' and each sub-adviser's performance of their respective responsibilities in connection with the placement of portfolio securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to determine if it was reasonable in relation to the benefits to the fund.
Strategic Advisers.
The Selection of Securities Brokers and Dealers
Strategic Advisers or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the fund's portfolio securities transactions. In selecting securities brokers, including affiliates of Strategic Advisers, to execute the fund's portfolio securities transactions, Strategic Advisers or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to Strategic Advisers' or its affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, Strategic Advisers or its affiliates may choose to execute an order using ECNs or venues, including algorithmic trading, crossing networks, direct market access and program trading, or by actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with Strategic Advisers or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.
The trading desks through which Strategic Advisers or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities.
In seeking best qualitative execution for portfolio securities transactions, Strategic Advisers or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. Strategic Advisers or its affiliates also may select a broker that charges more than the lowest commission rate available from another broker. Strategic Advisers or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to a second broker where a client does not permit trading with an affiliate of Strategic Advisers or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. Strategic Advisers or its affiliates may choose to execute futures transactions electronically.
The Acquisition of Brokerage and Research Products and Services
Brokers (who are not affiliates of Strategic Advisers) that execute transactions for the fund may receive higher compensation from the fund than other brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to Strategic Advisers or its affiliates.
Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts, corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. Strategic Advisers or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and research products and services supplement Strategic Advisers' or its affiliates' own research activities in providing investment advice to the fund.Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).
Mixed-Use Products and Services. Although Strategic Advisers or its affiliates do not use fund commissions to pay for products or services that do not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not used exclusively in Strategic Advisers' or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances, Strategic Advisers or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products and services with their own resources (referred to as "hard dollars").
Benefit to Strategic Advisers. Strategic Advisers' or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own resources. To minimize the potential for conflicts of interest, the trading desks through which Strategic Advisers or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services Strategic Advisers or its affiliates receive are furnished by brokers on their own initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services may be provided at no additional cost to Strategic Advisers or its affiliates or have no explicit cost associated with them. In addition, Strategic Advisers or its affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.
Strategic Advisers' Decision-Making Process. In connection with the allocation of fund brokerage, Strategic Advisers or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and services provided to Strategic Advisers or its affiliates, viewed in terms of the particular transaction for the fund or Strategic Advisers' or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which Strategic Advisers or its affiliates have investment discretion; however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While Strategic Advisers or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether compensation paid is reasonable, neither Strategic Advisers, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these brokerage and research products and services assist Strategic Advisers or its affiliates in terms of their overall investment responsibilities to the fund or any other investment companies and investment accounts for which Strategic Advisers or its affiliates have investment discretion. Certain funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by Strategic Advisers or its affiliates.
Research Contracts. Strategic Advisers or its affiliates have arrangements with certain third-party research providers and brokers through whom Strategic Advisers or its affiliates effect fund trades, whereby Strategic Advisers or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, Strategic Advisers or its affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and services to Strategic Advisers or its affiliates, or that may be available from another broker. Strategic Advisers or its affiliates view hard dollar payments for research products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar arrangements the commissions available for recapture and used to pay fund expenses, as described below, will decrease. Strategic Advisers' or its affiliates' determination to pay for research products and services separately is wholly voluntary on Strategic Advisers' or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.
Commission Recapture
Strategic Advisers or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of Strategic Advisers) who have entered into arrangements with Strategic Advisers or its affiliates under which the broker may rebate a portion of the compensation paid by a fund. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.
Affiliated Transactions
Strategic Advisers or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS) and Luminex Trading & Analytics LLC (Luminex), with whom they are under common control or affiliated, provided Strategic Advisers or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified brokerage firms. In addition, Strategic Advisers or its affiliates may place trades with brokers that use NFS or Fidelity Clearing Canada ULC (FCC) as a clearing agent.
The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the underwritings.
Non-U.S. Transactions
To facilitate trade settlement and related activities in non-United States securities transactions, Strategic Advisers or its affiliates may effect spot foreign currency transactions with foreign currency dealers. In certain circumstances, due to local law and regulation, logistical or operational challenges, or the process for settling securities transactions in certain markets (e.g., short settlement periods), spot currency transactions may be effected on behalf of funds by parties other than Strategic Advisers or its affiliates, including funds' custodian banks (working through sub-custodians or agents in the relevant non-U.S. jurisdiction) or broker-dealers that executed the related securities transaction.
Trade Allocation
Although the Trustees and officers of the fund are substantially the same as those of certain other funds managed by Strategic Advisers or its affiliates, investment decisions for the fund are made independently from those of other funds or investment accounts (including proprietary accounts) managed by Strategic Advisers or its affiliates. The same security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security is suitable for the investment objective of more than one fund or investment account.
When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the prices and amounts are allocated in accordance with procedures believed by Strategic Advisers to be appropriate and equitable to each fund or investment account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.
FIAM LLC (FIAM).
The Selection of Securities Brokers and Dealers
FIAM or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FIAM, to execute the fund's portfolio securities transactions, FIAM or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FIAM's or its affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FIAM or its affiliates may choose to execute an order using electronic channels, including broker-sponsored algorithms, internal crossing, or by actively working an order. Other possibly relevant factors may include, but are not limited to: price; the size and type of the securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions, including broker willingness to commit capital; the nature and character of the markets for the security to be purchased or sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FIAM and/or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the degree of anonymity that a particular broker or market can provide; the potential for lessening or avoiding market impact; the execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.
In seeking best qualitative execution for portfolio securities transactions, FIAM and/or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FIAM and/or its affiliates also may select a broker that charges more than the lowest commission rate available from another broker. FIAM and/or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to a second broker where a client does not permit trading with an affiliate of FIAM or in other limited situations. In those situations, the commission rate paid to the second broker is generally the same as the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FIAM and/or its affiliates may choose to execute futures transactions electronically.
The Acquisition of Brokerage and Research Products and Services
To the extent permitted by applicable law, brokers (who are not affiliates of FIAM) that execute transactions for the fund may receive higher compensation from the fund than other brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FIAM or its affiliates.
Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer software and services; and investment recommendations. FIAM or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and research products and services supplement FIAM's or its affiliates' own research activities in providing investment advice to the fund. In addition to receiving brokerage and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts, corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise.Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).
Mixed-Use Products and Services. Although FIAM or its affiliates do not use fund commissions to pay for products or services that do not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not used exclusively in their investment decision-making process (mixed-use products or services). In those circumstances, FIAM or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products and services with their own resources (referred to as "hard dollars").
Benefits to FIAM. FIAM's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and research products and services through their own efforts, or if they paid for these products or services with their own resources. However, the trading desks of FIAM and its affiliates are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services that FIAM or its affiliates receive are furnished by brokers on their own initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services may be provided at no additional cost to FIAM or its affiliates or might not have an explicit cost associated with them. In addition, FIAM or its affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.
FIAM's Decision-Making Process. In connection with the allocation of fund brokerage, FIAM or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and services provided to FIAM or its affiliates, viewed in terms of the particular transaction for the fund or FIAM's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FIAM or its affiliates have investment discretion; however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While FIAM or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether compensation paid is reasonable, neither FIAM, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these brokerage and research products and services assist FIAM or its affiliates in terms of their overall investment responsibilities to the fund or any other investment companies and investment accounts for which FIAM or its affiliates have investment discretion. Certain funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FIAM or its affiliates.
Research Contracts. FIAM or its affiliates have arrangements with certain third-party research providers and brokers through whom FIAM or its affiliates effect fund trades, whereby FIAM or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FIAM or its affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and services to FIAM or its affiliates, or that may be available from another broker. FIAM's or its affiliates' determination to pay for research products and services separately ( e.g., with hard dollars) is wholly voluntary on FIAM's or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.
Commission Recapture
FIAM or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FIAM) who have entered into arrangements with FIAM or its affiliates under which the broker may rebate a portion of the compensation paid by a fund. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.
Affiliated Transactions
FIAM or its affiliates may place trades with certain brokers, including NFS and Luminex, with whom they are under common control or affiliated, provided FIAM or its affiliates determine that these affiliates' trade execution abilities and costs are comparable to those of non-affiliated, qualified brokerage firms, and that such transactions be executed in accordance with applicable rules under the 1940 Act and procedures adopted by the Board of Trustees of the Fund and subject to other applicable law. In addition, FIAM or its affiliates may place trades with brokers that use NFS or FCC as a clearing agent.
The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the underwritings.
Non-U.S. Securities Transactions
To facilitate trade settlement and related activities in non-United States securities transactions, FIAM or its affiliates may effect spot foreign currency transactions with foreign currency dealers or may engage a third party to do so. In certain circumstances, due to local law and regulation, logistical or operational challenges, or the process for settling securities transactions in certain markets (e.g., short settlement periods), spot currency transactions may be effected on behalf of funds by parties other than FIAM or its affiliates, including funds' custodian banks (working through sub-custodians or agents in the relevant non-U.S. jurisdiction) or broker-dealers that executed the related securities transaction.
Trade Allocation
Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity ® funds, investment decisions for the fund are made independently from those of other Fidelity ® funds or investment accounts (including proprietary accounts). The same security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security is suitable for the investment objective of more than one fund or investment account.
When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the prices and amounts are allocated in accordance with procedures believed by FIAM to be appropriate and equitable to each fund or investment account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.
T. Rowe Price Associates, Inc. (T. Rowe Price).
Investment or Brokerage Discretion
Decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of an allocated portion of the funds assets (the sub-fund) are made by T. Rowe Price. T. Rowe Price is responsible for implementing the decisions for the sub-fund, including, where applicable, the negotiation of commissions, the allocation of portfolio brokerage and principal business, and the use of affiliates to assist in routing orders for execution.
Portfolio managers at T. Rowe Price and its affiliates may manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), offshore funds and common trust funds. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price and its affiliates have adopted brokerage and trade allocation policies and procedures which they believe are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients.
T. Rowe Price funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the T. Rowe Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.
How Broker-Dealers Are Selected
In purchasing and selling equity securities, T. Rowe Price seeks to obtain best execution at favorable prices through responsible broker-dealers and, in the case of agency transactions, at competitive commission rates. However T. Rowe Price may pay higher brokerage commissions to broker-dealers providing brokerage and research services to T. Rowe Price than might otherwise be paid to other broker-dealers that do not provide research. In selecting broker-dealers to execute the sub-funds portfolio transactions, consideration is given to such factors constituting best execution including the price of the security, the size and difficulty of the order, the reliability, integrity, financial condition, and general execution, and operational capabilities of competing broker-dealers, and, in the case of equity transactions, the rate of the commission and the brokerage and research services provided. Lower commissions may be available from other broker-dealers that do not provide research, but it is not the policy of T. Rowe Price to seek the lowest available commission rate where it is believed that a broker-dealer charging a higher commission rate would provide best execution overall.
In general, we utilize a broad spectrum of execution venues. These include traditional stock exchanges, electronic communication networks, alternative trading systems, algorithmic solutions, crossing networks, and other alternative pools of liquidity. In selecting from among these options, T. Rowe Price generally seeks to select the broker-dealers or system it believes to be actively and effectively trading the security being purchased or sold. T. Rowe Price may not be able to influence the venues where broker-dealers execute.
Evaluating the Overall Reasonableness of Brokerage Commissions Paid
On a continuing basis, T. Rowe Price seeks to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of clients. In evaluating the reasonableness of commission rates, T. Rowe Price considers factors such as: (a) rates quoted by broker-dealers; (b) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (c) the complexity of a particular transaction in terms of both execution and settlement; (d) the level and type of business conducted with a particular firm over a period of time; (e) the extent to which the broker-dealer has capital at risk in the transaction; (f) historical commission rates; (g) rates paid by other institutional investors based on available public information; and (h) research provided by the broker-dealer.
Commissions Paid to Broker-Dealers for Research
T. Rowe Price receives a wide range of research services from broker-dealers. These services include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, and analysis of corporate responsibility issues. The research incorporates both domestic and international perspectives. Research services are received primarily in the form of written reports, computer-generated services, telephone contacts, and personal meetings with security analysts, corporate and industry executives, and other persons. In addition, research may include the provision of access to unaffiliated individuals with expertise in various industries, businesses, or other related areas. T. Rowe Price receives (including receipt by accessing certain electronic platforms) complimentary and customary fixed income research from various broker-dealers, including broker-dealers with which fixed income transactions are carried out in accordance with T. Rowe Prices best execution obligations. Such research, however, is not contingent upon specific trades with the providing broker-dealer. Some research may be incorporated into firm-wide systems or communications thereby allowing, in some instances, T. Rowe Price to access research obtained through commissions generated by other advisory affiliates.
Certain broker-dealers that provide quality brokerage and execution services also furnish proprietary research services to T. Rowe Price. Proprietary research may also include research provided by an affiliate of the broker-dealer. With regard to the payment of brokerage commissions and receipt of proprietary research, T. Rowe Price has adopted brokerage allocation policies which embody the concepts of Section 28(e) of the 1934 Act which permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that provides research services than the commission another broker-dealer would charge, provided the adviser determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided. An adviser may make such a determination based upon either the particular transaction involved or the overall responsibilities of the adviser with respect to the accounts over which it exercises investment discretion. Therefore, research may not necessarily benefit all accounts paying commissions to such broker-dealers. T. Rowe Price's research platform is used by all strategies and is meant to benefit clients overall.
T. Rowe Price has a policy of not allocating brokerage business in return for products or services other than brokerage or research services, as described in Section 28(e).
Independent third-party research is an important component of the investment process and may be paid for directly by T. Rowe Price, obtained through commission sharing arrangements (CSAs). T. Rowe Price maintains CSAs with broker-dealers used for a percentage of low touch commission business. We confine the use of CSA credits to only obtaining research that assists in the investment decision-making process. Our current practice is to not acquire market data services, index data, software and other items with commission dollars, although some of those items are permitted under the SECs guidance. Not all clients participate in the CSA program, but the research received through such program assists T. Rowe Price with its investment decision making responsibilities regarding their clients overall, including fixed income accounts and the T. Rowe Price Funds.
Allocation of Brokerage Commissions
T. Rowe Price has a policy of not pre-committing a specific amount of business to any broker-dealer over any specific time period. Historically, brokerage placement has been determined, as appropriate, based on the needs of a specific transaction such as market-making, availability of a buyer or seller of a particular security, or specialized execution skills. T. Rowe Price may choose to allocate brokerage among several broker-dealers that are able to meet the needs of the transaction. As an ongoing process, T. Rowe Price assesses the contributions of the brokerage and research services provided by major broker-dealers and their affiliates and third-party research providers in connection with equity transactions, and creates a ranking of such broker-dealers and third-party research providers. Portfolio managers, research analysts, and the Trading Department each evaluate the brokerage, execution, and research services received from broker-dealers and third-party research providers and make judgments as to their quality. In addition, smaller specialty broker-dealers and research providers are targeted to receive a suggested dollar amount of equity business based on an assessment of services they provide, subject to T. Rowe Prices fiduciary duties to seek best execution. Actual commission business received by any firm may not reflect such rankings or suggested targets because explicit commission business is allocated on the basis of multiple factors constituting best execution. Accordingly, commission business may be less than the ranking or suggested target but can alternatively, and often does, exceed the suggestions because the total business is allocated on the basis of all the considerations described above. T. Rowe Price does not exclude a broker-dealer from receiving business because the broker-dealer does not provide research services. T. Rowe Price uses low touch or execution-only brokers where deemed appropriate. Allocation of brokerage business is monitored on a regularly scheduled basis by appropriate personnel and the Equity and Fixed Income Brokerage and Trading Control Committees.
Trade Allocation Policies
T. Rowe Price has developed written trade allocation guidelines for its trading desks. Generally, when the amount of securities available in a public or initial offering or the secondary markets is insufficient to satisfy the volume or price requirements for the participating clients, T. Rowe Price will make pro rata allocations based upon the relative sizes of the participating client portfolios or the relative sizes of the participating client orders, depending upon the market involved. Each client will receive the same net unit price of the securities for each aggregated order. Because a pro rata allocation may not always accommodate all facts and circumstances, the guidelines provide for adjustments to allocate amounts in certain cases. For example, adjustments may be made: (i) to eliminate de minimis positions or satisfy minimum denomination requirements; (ii) to give priority to accounts with specialized investment policies and objectives; and (iii) to reallocate in light of a participating portfolios characteristics (e.g., available cash, industry or issuer concentration, duration, credit exposure). Such allocation processes may result in a partial execution of a proposed purchase or sale order. Accordingly, full implementation or liquidation may be contingent on market liquidity issues related to the strategy, security, size of the order, or other factors. Also, in the case of certain types of investments, most commonly private placement transactions, conditions imposed by the issuer may limit the number of clients allowed to participate or number of shares offered to T. Rowe Price.
Miscellaneous
It is the policy of T. Rowe Price not to favor one client over another in making recommendations or in placing orders and orders may be grouped for various clients. Clients should be aware that the grouping of orders could at times result in more or less favorable prices. In certain cases, where the aggregated order is executed in a series of transactions at various prices on a given day, each participating clients proportionate share of grouped orders reflects the average price paid or received.
Wells Capital Management Inc (WellsCap)
WellsCap has created and implemented policies and procedures to develop trading decisions that best meet each clients investment objectives and constraints. WellsCap periodically evaluates and continuously monitors the appropriateness of trading policies and procedures.
Existing guidance for seeking best execution has been developed around trading in equity securities and generally assumes that best execution can be measured on a transaction-by-transaction basis, largely due to the transparency, liquidity and other characteristics of the equity markets that permit a higher degree of measurement at such a level. In the fixed-income markets, the accurate measurement of best execution in this manner is not feasible because of the unique characteristics of each fixed-income market. Best execution in the context of fixed income securities is appropriately defined as a portfolio managers duty to determine and evaluate the circumstances under which the overall value of investment decisions for his or her clients will be maximized.
The municipal fixed-income marketplace is an over-the-counter market and securities are marked-to-market daily, which makes good trade execution extremely important. Because the municipal bond market is an over-the-counter market that trades using a bid/ask spread, the team makes a practice of maintaining a wide network of dealers with whom it trades to improve price discovery and minimize trading costs. There are no commissions associated with bond market trades. Rather, trading costs present themselves in the form of the difference between bid and offer price. We always consider this bid/offer spread when making investment decisions.
WellsCap interprets its duty to seek best execution of trades as a requirement to make well-informed trade execution decisions with the intention of maximizing the value of client portfolios under the particular circumstances at the time. In seeking best execution, factors to be taken into account include the availability of the best price and the quality of the execution, including the transaction costs and potential fail risk associated with a particular dealer.
WellsCaps traders and/or portfolio managers are expected to develop and maintain strong, ethical, professional relationships with the dealer community. This relationship fosters free flow of communication thereby facilitating best execution. A trader or portfolio manager is required to be knowledgeable and current concerning competitive outlets for executing trades in a specific product including primary and regional broker dealers and electronic trading platforms and use them when appropriate to seek best execution and reduce long run transaction costs.
The traders have the flexibility to pursue various sources of liquidity, ranging from traditional broker dealer relationships to low cost electronic platforms, thus ensuring best execution processes. Traders use the resources of over 100 brokerage contacts as well as electronic trading venues. Prospective brokers selected for use by WellsCap traders and/or portfolio management teams must be formally approved by the Counterparty Risk Analytics team, embedded within the Portfolio Risk Management and Analytics team, before being added to the WellsCap Approved Counterparty List and activated for trading.
WellsCap does not engage in soft dollar transactions or directed order flow in exchange for research for fixed income transactions under the safe harbor provisions of Section 28(e) of the Securities Exchange Act of 1934.
WellsCap fixed income teams may receive research from brokers even where the broker may act as a counterparty to the trade. In many instances, a research provider may be the only available counterparty for trading a specific security, or due to their research acumen, the counterparty may provide the best quotes or execution capabilities in the market for the particular security. In situations where multiple dealers are quoting the same security, fixed income traders may take into consideration the provision of research in determining at their discretion whether to grant the research provider with a last look opportunity to match better quotes of another dealer, whose identity shall not be disclosed to the research firm. This practice is acceptable provided that the research is of a form that is generally available generically or publicly to all clients of the research provider, or alternatively, in the event that the research is specifically directed to WellsCap, its use has first been properly disclosed to the applicable portfolio manager for review (and consideration with Compliance if necessary).
In no circumstances shall the provision of research be a sole determining factor in deciding whether a transaction satisfies the best execution criteria and it shall not serve to ignore a better price available through another counterparty.
WellsCap's portfolio managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, WellsCap has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
Commissions Paid
A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.
VALUATION
The NAV is the value of a single share. NAV is computed by adding the value of a fund's investments, cash, and other assets, subtracting its liabilities, and dividing the result by the number of shares outstanding.
The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation responsibilities to Strategic Advisers. Strategic Advisers has established the Strategic Advisers Fair Value Committee (the Committee) to fulfill these responsibilities. The Committee may rely on information and recommendations provided by affiliates of Strategic Advisers in fulfilling its responsibilities, including the fair valuation of securities.
Shares of underlying funds (other than ETFs) held by a fund are valued at their respective NAVs. If an underlying fund's NAV is unavailable, shares of that underlying fund will be fair valued in good faith by the Committee in accordance with applicable fair value pricing policies.
Generally, other portfolio securities and assets held by a fund, as well as portfolio securities and assets held by an underlying Fidelity ® non-money market fund, are valued as follows:
Most equity securities (including securities issued by ETFs) are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid price on the primary market or exchange on which they are traded.
Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal market in which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques.
Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued daily using quotations received from independent pricing services or recognized dealers.
Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing services are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at any time. Strategic Advisers engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices provided by pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies and inputs used by these services.
The Board of Trustees of the underlying Fidelity ® funds has ultimate responsibility for pricing portfolio securities and assets held by those funds, but has delegated day-to-day valuation responsibilities to FMR. FMR has established the FMR Fair Value Committee (FMR Committee) to fulfill these responsibilities.
Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in the opinion of the FMR Committee or the Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee or the Committee in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee or the Committee, a security's value has been materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is principally traded, that security will be fair valued in good faith by the FMR Committee or the Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee and the Committee may consider factors including price movements in futures contracts and American Depositary Receipts (ADRs), market and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.
Portfolio securities and assets held by an underlying Fidelity ® money market fund are valued on the basis of amortized cost. This technique involves initially valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument may be higher or lower than the price a money market fund would receive if it sold the instrument.
At such intervals as they deem appropriate, the Trustees of an underlying Fidelity ® money market fund consider the extent to which NAV calculated using market valuations would deviate from the $1.00 per share calculated using amortized cost valuation. If the Trustees believe that a deviation from a money market fund's amortized cost per share may result in material dilution or other unfair results to shareholders, the Trustees have agreed to take such corrective action, if any, as they deem appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results. Such corrective action could include selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends; redeeming shares in kind; establishing NAV by using available market quotations; and such other measures as the Trustees may deem appropriate.
Strategic Advisers reports to the Board on the Committees activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the funds investments and ratifies the fair value determinations of the Committee.
BUYING AND SELLING INFORMATION
Shares of the fund are offered only to certain clients of Strategic Advisers that have granted Strategic Advisers discretionary investment authority. If you are not currently a Strategic Advisers client, please call 1-800-544-3455 for more information.
Investors participating in a Strategic Advisers ® discretionary investment program are charged an annual advisory fee based on a percentage of the average market value of assets in their account. The stated fee is then reduced by a credit reflecting the amount of fees, if any, received by Strategic Advisers or its affiliates from mutual funds for investment management or certain other services.
The fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures approved by the Trustees if Strategic Advisers determines it is in the best interests of the fund. Such securities or other property will be valued for this purpose as they are valued in computing the fund's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other property.
The fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. The fund will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, the fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not subject to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property of the fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the exchange to allow time for the transfer to settle.
DISTRIBUTIONS AND TAXES
Dividends. To the extent that the fund's income is reported in a written statement to shareholders as federally tax-exempt interest, the dividends declared by the fund will be federally tax-exempt, provided that the fund qualifies to pay tax-exempt dividends. In order to qualify to pay tax-exempt dividends, at least 50% of the value of the fund's total assets (including uninvested assets) must consist of tax-exempt municipal securities at the close of each quarter of the fund's taxable year.
Generally, the fund purchases municipal securities whose interest, in the opinion of bond counsel, is free from federal income tax. Neither Strategic Advisers nor the fund guarantee that this opinion is correct, and there is no assurance that the IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued and you may need to file an amended income tax return. For certain types of structured securities, the tax status of the pass-through of tax-free income may also be based on the federal tax treatment of the structure.
Interest on certain "private activity" securities is subject to the federal alternative minimum tax (AMT), although the interest continues to be excludable from gross income for other tax purposes. Interest from private activity securities is a tax preference item for the purposes of determining whether a taxpayer is subject to the AMT and the amount of AMT to be paid, if any.
A portion of the gain on municipal bonds purchased at market discount after April 30, 1993 is taxable to shareholders as ordinary income, not as capital gains.
You may also receive distributions attributable to interest payments on taxable money market securities. Such distributions will generally be taxable as ordinary income at the federal, state, and local levels.
Capital Gain Distributions. Unless your shares of the fund are held in a tax-advantaged retirement plan, the fund's long-term capital gain distributions, including amounts attributable to an underlying fund's long-term capital gain distributions, are federally taxable to shareholders generally as capital gains.
Returns of Capital. If the fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold in taxable accounts.
Foreign Tax Credit or Deduction. Foreign governments may impose withholding taxes on dividends and interest earned by the fund with respect to foreign securities held directly by the fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities held directly by the fund.
Tax Status of the Fund. The fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.
Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting the fund and its shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the sale of shares of the fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult their tax advisers to determine whether the fund is suitable to their particular tax situation.
TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. If the interests of the fund and an underlying Fidelity ® fund were to diverge, a conflict of interest could arise and affect how the Trustees and Members of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Members of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Each of the Trustees oversees 19 funds.
The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Officers and Advisory Board Members hold office without limit in time, except that any officer or Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.
Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.
Experience, Skills, Attributes, and Qualifications of the Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee may also engage professional search firms to help identify potential Independent Trustee candidates with experience, qualifications, attributes, and skills consistent with the Statement of Policy. Additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, may be considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.
Board Structure and Oversight Function. Robert A. Lawrence is an interested person and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ralph F. Cox serves as the lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.
Fidelity ® funds are overseen by different Boards of Trustees. The fund's Board oversees asset allocation funds. Other boards oversee Fidelity's investment-grade bond, money market, and asset allocation funds, Fidelity's equity and high income funds, and Fidelity's sector portfolios. The fund may invest in Fidelity ® funds overseen by such other Boards. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity ® funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues.
The Trustees primarily operate as a full Board, but also operate in committees, to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board has charged Strategic Advisers and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through Strategic Advisers, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the fund's activities is exercised primarily through the full Board, but also through the Audit and Compliance Committee. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Trustees."Interested Trustees*:
Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Bruce T. Herring (1965)
Year of Election or Appointment: 2015
Trustee
Mr. Herring also serves as Trustee of other funds. Mr. Herring serves as Chairman and President (2015-present) and Director (2016-present) of Strategic Advisers, Inc. (investment adviser firm), and President of Fidelity Research & Analysis Company (investment adviser firm, 2010-present). Previously, Mr. Herring served as Group Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-2015) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2005-2013), Vice President of certain Equity Funds (2006-2014), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of FMR, Vice President of FMR Co., Inc. (investment adviser firm, 2001-2007), and as a portfolio manager.
Robert A. Lawrence (1952)
Year of Election or Appointment: 2016
Trustee
Chairman of the Board of Trustees
Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity ® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).
* Determined to be an "Interested Trustee" by virtue of, among other things, his or her affiliation with the trust or various entities under common control with Strategic Advisers.
+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.
Independent Trustees:
Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Year of Birth; Principal Occupations and Other Relevant Experience+
Peter C. Aldrich (1944)
Year of Election or Appointment: 2006
Trustee
Mr. Aldrich also serves as Trustee of other funds. Mr. Aldrich is a Director of the National Bureau of Economic Research, a Director of the funds of BlackRock Realty Group (2006-present), and a Director of LivelyHood, Inc. (private corporation, 2013-present). Previously, Mr. Aldrich served as a Trustee for the Fidelity Rutland Square Trust (2005-2010), a Managing Member of Poseidon, LLC (foreign private investment, 1998-2004), and Chairman and Managing Member of AEGIS, LLC (foreign private investment, 1997-2004). Mr. Aldrich previously was a founder, Chief Executive Officer, and Chairman of AEW Capital Management, L.P. (then Aldrich, Eastman and Waltch, L.P.). Mr. Aldrich also served as a Director of Zipcar, Inc. (car sharing services, 2001-2009) and as Faculty Chairman of The Research Council on Global Investment of The Conference Board (business and professional education non-profit, 1999-2004). Mr. Aldrich is a Member Emeritus of the Board of Trustees of the Museum of Fine Arts Boston and an Overseer of the Massachusetts Eye and Ear Infirmary.
Ralph F. Cox (1932)
Year of Election or Appointment: 2006
Trustee
Mr. Cox also serves as Trustee of other funds. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Mr. Cox is a Director of Abraxas Petroleum (exploration and production, 1999-present). Mr. Cox is a member of the Advisory Boards of the Business and Engineering Schools of Texas A&M University and the Engineering School of University of Texas at Austin. Previously, Mr. Cox served as a Trustee for the Fidelity Rutland Square Trust (2005-2010) and as an Advisory Director of CH2M Hill Companies (engineering, 1981-2011). Mr. Ralph F. Cox and Mr. Howard E. Cox, Jr. are not related.
Mary C. Farrell (1949)
Year of Election or Appointment: 2013
Trustee
Ms. Farrell also serves as Trustee or Member of the Advisory Board of other funds. Ms. Farrell is a Director of the W.R. Berkley Corporation (insurance provider) and President (2009-present) and Director (2006-present) of the Howard Gilman Foundation (charitable organization). Previously, Ms. Farrell was Managing Director and Chief Investment Strategist at UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group (2003-2005). Ms. Farrell also served as Investment Strategist at PaineWebber (1982-2000) and UBS PaineWebber (2000-2002). Ms. Farrell also serves as Trustee on the Board of Overseers of the New York University Stern School of Business, as Chairman of the Board of Trustees of Yale-New Haven Hospital, and on the Yale New Haven Health System Board.
Karen Kaplan (1960)
Year of Election or Appointment: 2006
Trustee
Ms. Kaplan also serves as Trustee of other funds. Ms. Kaplan is Chairman (2014-present), Chief Executive Officer (2013-present), and President (2007-2013) of Hill Holliday (advertising and specialized marketing). Ms. Kaplan is a Director of The Michaels Companies, Inc. (specialty retailer, 2015-present), Member of the Board of Governors of the Chief Executives Club of Boston (2010-present), Member of the Executive Committee of the Greater Boston Chamber of Commerce (2006-present), Advisory Board Member of the National Association of Corporate Directors Chapter (2012-present), Member of the Board of Trustees of the Post Office Square Trust (2012-present), Trustee of the Brigham and Womens Hospital (2016-present), and Overseer of the Boston Symphony Orchestra (2014-present). Previously, Ms. Kaplan served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010), a member of the Clinton Global Initiative (2010-2015), Director of DSM (dba Delta Dental and DentaQuest) (2004-2014), Formal Appointee of the 2015 Baker-Polito Economic Development Council, Director of Vera Bradley Inc. (designer of womens accessories, 2012-2015), Member of the Board of Directors of the Massachusetts Conference for Women (2008-2015), Member of the Board of Directors of Jobs for Massachusetts (2012-2015), President of the Massachusetts Womens Forum (2008-2010), Treasurer of the Massachusetts Womens Forum (2002-2006), and Vice Chair of the Board of the Massachusetts Society for the Prevention of Cruelty to Children (2003-2010).
Heidi L. Steiger (1953)
Year of Election or Appointment: 2017
Trustee
Ms. Steiger also serves as Trustee of other funds. Ms. Steiger serves as a Non-Executive Director of Kin Group Plc (formerly, Fitbug Holdings) (health and technology, 2016-present), Managing Partner of Topridge Associates, LLC (consulting, 2005-present), and a member of the Board of Directors (2013-present) and Chair of the Audit Committee and member of the Membership and Executive Committees (2017-present) of Business Executives for National Security (nonprofit). Previously, Ms. Steiger served as Eastern Region President of The Private Client Reserve of U.S. Bancorp (banking and financial services, 2010-2015), Advisory Director of Berkshire Capital Securities, LLC (financial services, 2009-2010), President and Senior Advisor of Lowenhaupt Global Advisors, LLC (financial services, 2005-2007), and President and Contributing Editor of Worth Magazine (2004-2005) and held a variety of positions at Neuberger Berman Group, LLC (financial services, 1986-2004), including Partner and Executive Vice President and Global Head of Private Asset Management at Neuberger Berman (1999-2004). Ms. Steiger also served as a member of the Board of Directors of Nuclear Electric Insurance Ltd (insurer of nuclear utilities, 2006-2017), a member of the Board of Trustees and Audit Committee of the Eaton Vance Funds (2007-2010), a member of the Board of Directors of Aviva USA (formerly AmerUs) (insurance, 2004-2014), and a member of the Board of Trustees and Audit Committee and Chair of the Investment Committee of CIFG (financial guaranty insurance, 2009-2012).
+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.
Advisory Board Members and Officers:
Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for an officer or Howard E. Cox, Jr. may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.
Name, Year of Birth; Principal Occupation
Howard E. Cox, Jr. (1944)
Year of Election or Appointment: 2009
Member of the Advisory Board
Mr. Cox also serves as Member of the Advisory Board of other funds. Mr. Cox is a Partner of Greylock (venture capital, 1971-present) and a Director of Stryker Corporation (medical products and services, 1974-present). Previously, Mr. Cox served as an Advisory Board Member of Fidelity Rutland Square Trust (2006-2010). Mr. Cox also serves as a Member of the Secretary of Defense's Business Board of Directors (2008-present), a Director of Business Executives for National Security (1997-present), a Director of the Brookings Institution (2010-present), a Director of the World Economic Forums Young Global Leaders Foundation (2009-present), and is a Member of the Harvard Medical School Board of Fellows (2002-present). Mr. Howard E. Cox, Jr. and Mr. Ralph F. Cox are not related.
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2017
Anti-Money Laundering (AML) Officer
Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.
Brian J. Blackburn (1975)
Year of Election or Appointment: 2014
Assistant Secretary
Mr. Blackburn also serves as an officer of other funds. Mr. Blackburn serves as Vice President & Associate General Counsel (2013-present) and is an employee of Fidelity Investments (2007-present).
Jonathan Davis (1968)
Year of Election or Appointment: 2010
Assistant Treasurer
Mr. Davis also serves as Assistant Treasurer of other funds, and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2016
President and Treasurer
Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2012
Assistant Treasurer
Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2015
Chief Financial Officer
Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
James D. Gryglewicz (1972)
Year of Election or Appointment: 2015
Chief Compliance Officer
Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).
John Hitt (1967)
Year of Election or Appointment: 2014
Secretary and Chief Legal Officer
Mr. Hitt also serves as an officer of other funds. Mr. Hitt serves as Senior Vice President and Deputy General Counsel in Fidelity's Asset Management Group (2010-present) and is an employee of Fidelity Investments.
Colm A. Hogan (1973)
Year of Election or Appointment: 2016
Assistant Treasurer
Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).
Chris Maher (1972)
Year of Election or Appointment: 2016
Assistant Treasurer
Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).
Rieco E. Mello (1969)
Year of Election or Appointment: 2017
Assistant Treasurer
Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).
Stacie M. Smith (1974)
Year of Election or Appointment: 2016
Assistant Treasurer
Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity ® funds (2013-2016).
Marc L. Spector (1972)
Year of Election or Appointment: 2016
Assistant Treasurer
Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).
Renee Stagnone (1975)
Year of Election or Appointment: 2016
Assistant Treasurer
Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity ® funds (2013-2016).
Standing Committees of the Trustees. The Board of Trustees has established two committees to supplement the work of the Board as a whole. The members of each committee are Independent Trustees.
The Audit and Compliance Committee is composed of Mr. Aldrich (Chair), Mr. Ralph Cox, and Mses. Farrell and Kaplan. All committee members must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. The committee determines whether at least one member of the committee is an "audit committee financial expert" as defined in rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002. The committee normally meets in conjunction with in person meetings of the Board of Trustees, or more frequently as called by the Chair or a majority of committee members. The committee meets separately periodically with the fund's Treasurer, the fund's Chief Financial Officer, the fund's CCO, personnel responsible for the internal audit function of FMR LLC, and the fund's outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the fund for the purpose of preparing or issuing an audit report or related work. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the fund and the fund's service providers, (ii) the financial reporting processes of the fund, (iii) the independence, objectivity and qualification of the auditors to the fund, (iv) the annual audits of the fund's financial statements, and (v) the accounting policies and disclosures of the fund. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the provision by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations (auditor independence regulations) of the SEC. It is responsible for approving all audit engagement fees and terms for the fund and for resolving disagreements between the fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the fund report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the fund and any service providers consistent with Public Company Accounting Oversight Board (PCAOB) Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence. The committee will discuss with the outside auditors any such disclosed relationships and their impact on the auditor's independence and objectivity. The committee will receive reports of compliance with provisions of the auditor independence regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives reports on the fund's service providers' internal controls and reviews with management, internal audit personnel of FMR LLC, and outside auditors the adequacy and effectiveness of the fund's and service providers' accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the fund's ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the fund's or service provider's internal controls over financial reporting. The committee will review with counsel any legal matters that may have a material impact on the fund's financial statements and any material reports or inquiries received from regulators or governmental agencies. The committee reviews at least annually a report from the outside auditor describing (i) any material issues raised by the most recent internal quality control review, peer review, or PCAOB examination of the auditing firm and (ii) any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm since the most recent report and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the fund's financial reporting process from the fund's Treasurer and outside auditors and will receive reports from any outside auditor relating to (i) critical accounting policies and practices used by the fund, (ii) alternative accounting treatments that the auditor has discussed with Strategic Advisers, and (iii) other material written communications between the auditor and Strategic Advisers (as determined by the auditor). The committee will discuss with Strategic Advisers, the fund's Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the fund. The committee will review with Strategic Advisers, the fund's Treasurer, outside auditors, and internal audit personnel of FMR LLC (to the extent relevant) the results of audits of the fund's financial statements. The committee will discuss regularly and oversee the review of the fund's major internal controls exposures, the steps that have been taken to monitor and control such exposures, and any risk management programs relating to the fund. The committee also oversees the administration and operation of the compliance policies and procedures of the fund and fund's service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee of the Board of Trustees or reserved to the Board itself. The committee has responsibility for recommending to the Board the designation of a CCO of the fund. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO and, if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports on significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the fund's compliance policies as required by Rule 38a-1 and quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws. During the fiscal year ended May 31, 2017, the committee held four meetings.
The Governance and Nominating Committee is composed of Mr. Ralph Cox (Chair), Mr. Aldrich, and Mses. Farrell and Kaplan. The committee meets as called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the fund's or the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent Trustees and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the fund's expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the fund, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. During the fiscal year ended May 31, 2017, the committee held four meetings.
The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2016.
(1) Ms. Steiger was elected to the Board of Trustees as of December 7, 2017.
The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board (if any) for his or her services for the fiscal year ending May 31, 2018, or calendar year ended December 31, 2016, as applicable.
(1) Bruce T. Herring, Robert A. Lawrence, and Howard E. Cox, Jr. are interested persons and are compensated by Strategic Advisers or an affiliate (including FMR).
(2) Estimated for the fund's first full year.
(3) Reflects compensation received for the calendar year ended December 31, 2016, for 18 funds of one trust. Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Mary C. Farrell, $105,000; and Karen Kaplan, $210,000.
(4) Ms. Steiger served as a Member of the Advisory Board of Fidelity Rutland Square Street Trust II from November 1, 2017 through December 6, 2017. Ms. Steiger serves as a Trustee of Fidelity Rutland Square Street Trust II effective December 7, 2017.
As of the public offering of shares of the fund, 100% of the fund's total outstanding shares was held by Strategic Advisers and/or another entity or entities of which FMR LLC is the ultimate parent.
CONTROL OF INVESTMENT ADVISERS
FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of Strategic Advisers, FIAM, FMR Investment Management (UK) Limited (FMR UK), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), and Fidelity Management & Research (Japan) Limited (FMR Japan). The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Abigail P. Johnson family, directly or through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the Investment Company Act of 1940 (1940 Act), control of a company is presumed where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.
At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging businesses.
FIAM is a registered investment adviser. FMR LLC is the ultimate parent company of FIAM. Information regarding the ownership of FMR LLC is disclosed above.
T. Rowe Price is a registered investment adviser. T. Rowe Price Group, Inc., a publicly-traded financial services holding company (NASDAQ:TROW), owns 100% of T. Rowe Price and all of its subsidiaries.
Wells Capital Management Inc (WellsCap) is a registered investment adviser. WellsCap is indirectly wholly-owned by Wells Fargo & Company, a publicly listed company.
Strategic Advisers, FIAM, FMR UK, FMR H.K., FMR Japan, T. Rowe Price, WellsCap, (the Investment Advisers), Fidelity Distributors Corporation (FDC), and the fund have adopted codes of ethics under Rule 17j-1 of the 1940 Act that set forth employees' fiduciary responsibilities regarding the fund, establish procedures for personal investing, and restrict certain transactions. Employees subject to the codes of ethics, including the Investment Advisers' investment personnel, may invest in securities for their own investment accounts, including securities that may be purchased or held by the fund.
MANAGEMENT CONTRACT
The fund has entered into a management contract with Strategic Advisers, pursuant to which Strategic Advisers furnishes investment advisory and other services.
The fund's initial shareholder approved a proposal permitting Strategic Advisers to enter into new or amended sub-advisory agreements with one or more unaffiliated sub-advisers without obtaining shareholder approval of such agreements, subject to conditions of an exemptive order that has been granted by the SEC (Exemptive Order). One of the conditions of the Exemptive Order requires the Board of Trustees to approve any such agreement. Subject to oversight by the Board of Trustees, Strategic Advisers has the ultimate responsibility to oversee the fund's sub-advisers and recommend their hiring, termination, and replacement. In the event the Board of Trustees approves a sub-advisory agreement with a new unaffiliated sub-adviser, shareholders will be provided with information about the new sub-adviser and sub-advisory agreement within ninety days of appointment.
Strategic Advisers has retained FIAM, T. Rowe Price, and WellsCap to serve as sub-advisers for the fund. FIAM, in turn, has entered into sub-subadvisory agreements with FMR UK, FMR H.K., and FMR Japan. The sub-advisers do not sponsor the fund.
It is not possible to predict the extent to which the fund's assets will be invested by a particular sub-adviser at any given time and one or more sub-advisers may not be managing any assets for the fund at any given time.
Management and Sub-Advisory Services. Under the terms of its management contract with the fund, Strategic Advisers acts as investment adviser and, subject to the supervision of the Board of Trustees, directs the investments of the fund in accordance with its investment objective, policies and limitations. Strategic Advisers is authorized, in its discretion, to allocate the fund's assets pursuant to its investment strategy. Strategic Advisers or its affiliates provide the fund with all necessary office facilities and personnel for servicing the fund's investments, compensate all officers of the fund and all Trustees who are interested persons of the trust or of Strategic Advisers, and compensate all personnel of the fund or Strategic Advisers performing services relating to research, statistical and investment activities.
In addition, Strategic Advisers or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services necessary for the operation of the fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all general shareholder communications and conducting shareholder relations; maintaining the fund's records and the registration of the fund's shares under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.
Under its respective sub-advisory agreement, and subject to the supervision of the Board of Trustees, each sub-adviser directs the investment of its allocated portion of the fund's assets in accordance with the fund's investment objective, policies and limitations.
Management-Related Expenses. In addition to the management fee payable to Strategic Advisers, the fees payable to the transfer agent and pricing and bookkeeping agent, and the costs associated with securities lending, the fund pays all of its expenses that are not assumed by those parties. The fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor, and Independent Trustees. The fund's management contract further provides that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders. Other expenses paid by the fund include interest, taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws and making necessary filings under state securities laws. The fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation.
Management Fee.
For the services of Strategic Advisers under the management contract, the fund pays Strategic Advisers a monthly management fee calculated by adding the annual rate of 0.25% of the fund's average daily net assets throughout the month plus the total fees payable monthly to the fund's sub-advisers, if any, based upon each sub-adviser's respective allocated portion of the fund's assets; provided, however, that the fund's maximum aggregate annual management fee will not exceed 0.55% of the fund's average daily net assets.
In addition, Strategic Advisers has contractually agreed to waive a portion of the fund's management fee in an amount equal to 0.25% of the average daily net assets of the fund until September 30, 2020. The fee waiver will increase returns.
Strategic Advisers may, from time to time, voluntarily reimburse all or a portion of a fund's or, in the case of a multiple class fund, a class's operating expenses. Strategic Advisers retains the ability to be repaid for these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.
Expense reimbursements will increase returns, and repayment of the reimbursement will decrease returns.
Sub-Adviser - FIAM. The fund and Strategic Advisers have entered into a sub-advisory agreement with FIAM pursuant to which FIAM may provide investment advisory services for the fund.
Under the terms of the sub-advisory agreement, for providing investment management services to the fund, Strategic Advisers pays FIAM fees based on the net assets of the portion of the fund managed by FIAM pursuant to a separately negotiated investment mandate (a "Strategy"). The fees are calculated using the effective rate applicable to Aggregated Assets managed by FIAM under a particular Strategy based on the following rate schedules:
Conservative Income Municipal Bond : 0.125% on all assets.
Limited Term Municipal Income (1-4 Year) : 0.18% on all assets.
The following fee rate schedule applies to the mandate below, which has not currently been allocated a portion of the fund's assets.
Limited Term Municipal Income : 0.22% of the first $250 million in assets; 0.20% of the next $250 million in assets; 0.18% on any amount in excess of $500 million in assets.
Aggregated Assets for a particular Strategy means the assets of all registered investment companies managed by Strategic Advisers that are managed by FIAM pursuant to that Strategy.
On behalf of the fund, FIAM, in turn, has entered into sub-subadvisory agreements with FMR UK, FMR H.K., and FMR Japan. Pursuant to the sub-subadvisory agreement, FIAM may receive from the sub-subadviser investment research and advice on issuers outside the United States (non-discretionary services) and FIAM may grant the sub-adviser investment management authority and the authority to buy and sell securities if FIAM believes it would be beneficial to the fund (discretionary services). FIAM, not the fund, pays the sub-subadvisers.
Sub-Adviser - T. Rowe Price. The fund and Strategic Advisers have entered into a sub-advisory agreement with T. Rowe Price pursuant to which T. Rowe Price may provide investment advisory services for the fund. Under the terms of the sub-advisory agreement, for providing investment management services to the fund, Strategic Advisers pays T. Rowe Price fees based on the net assets of the portion of the fund managed by T. Rowe Price pursuant to a separately negotiated Strategy. The fees are calculated using the effective rate applicable to Aggregated Assets managed by T. Rowe Price under a particular Strategy. Aggregated Assets for a particular Strategy means the assets of all registered investment companies managed by Strategic Advisers that are managed by T. Rowe Price pursuant to that Strategy.
Sub-Adviser - WellsCap. The fund and Strategic Advisers have entered into a sub-advisory agreement with WellsCap pursuant to which WellsCap may provide investment advisory services for the fund. Under the terms of the sub-advisory agreement, for providing investment management services to the fund, Strategic Advisers pays WellsCap fees based on the net assets of the portion of the fund managed by WellsCap pursuant to a separately negotiated Strategy. The fees are calculated using the effective rate applicable to Aggregated Assets managed by WellsCap under a particular Strategy. Aggregated Assets for a particular Strategy means the assets of all registered investment companies managed by Strategic Advisers that are managed by WellsCap pursuant to that Strategy.
Portfolio Manager Compensation Strategic Advisers.
Christopher Heavey is an employee of Strategic Advisers, a subsidiary of FMR LLC and an affiliate of FMR. Strategic Advisers is the adviser to the fund.
Mr. Heavey is lead portfolio manager of the fund and receives compensation for his services. As of October 31, 2017, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of the portfolio manager's compensation may be deferred based on criteria established by Strategic Advisers or at the election of the portfolio manager.
The portfolio manager's base salary is determined by level of responsibility and tenure at Strategic Advisers or its affiliates. The primary components of the portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) measured against a benchmark index and a defined peer group assigned to each fund or account, and (ii) the investment performance of a broad range of Strategic Advisers funds and accounts, including the fund. Accounts may include model portfolios designed for asset allocation, retirement planning, or tax-sensitive goals. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s), and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over a measurement period that initially is contemporaneous with the portfolio manager's tenure, but that eventually encompasses rolling periods of up to five years for the comparison to a benchmark index and peer group. A subjective component of the bonus is based on the portfolio manager's overall contribution to management of Strategic Advisers. The portion of the portfolio manager's bonus that is linked to the investment performance of his fund is based on the pre-tax investment performance of the fund measured against a composite index, the components of which are 25% Bloomberg Barclays Municipal Bond 1-Year (1-2 Year) Index and 75% iMoneyNet Tax-Free National Retail Money Market Average, and the pre-tax investment performance of the fund measured against the Custom Lipper℠ Short Muni Debt Funds. The portfolio manager may be compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR LLC, Strategic Advisers' parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time employees of FMR LLC and its affiliates.
The portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest through either tax-deferred accounts or taxable accounts, the portfolio manager's compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. The portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by Strategic Advisers or an affiliate. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.
The following table provides information relating to other accounts managed by Mr. Heavey as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | none | none | none |
Number of Accounts Managed with Performance-Based Advisory Fees | none | none | none |
Assets Managed (in millions) | none | none | none |
Assets Managed with Performance-Based Advisory Fees (in millions) | none | none | none |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
As of October 31, 2017, the dollar range of shares of Strategic Advisers ® Tax-Sensitive Short Duration Fund beneficially owned by Mr. Heavey was none.
Portfolio Manager Compensation FIAM
Cormac Cullen, Kevin Ramundo and Mark Sommer are co-managers of FIAMs portion of the funds assets invested in FIAMs Limited Term Municipal Income (1-4 Year) strategy and each receives compensation for his services. As of February 28, 2017, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of each portfolio managers compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.
Each portfolio managers base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of each portfolio managers bonus are based on (i) the pre-tax investment performance of the portfolio managers fund(s) and account(s) measured against a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR municipal bond funds and accounts. The pre-tax investment performance of the portfolio managers fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio managers tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of up to three years for the comparison to a benchmark index. A smaller, subjective component of each portfolio managers bonus is based on the portfolio managers overall contribution to management of FMR. The portion of Mr. Cullens, Mr. Ramundos and Mr. Sommers bonus that is linked to the investment performance of FIAMs Limited Term Municipal Income (1-4 Year) strategy is based on the pre-tax investment performance of the strategy measured against the Bloomberg Barclays 1-4 Year Municipal Bond Index.
The following table provides information relating to other accounts managed by Mr. Cullen as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 22 | none | 2 |
Number of Accounts Managed with Performance-Based Advisory Fees | none | none | none |
Assets Managed (in millions) | $30,827 | none | $2,136 |
Assets Managed with Performance-Based Advisory Fees (in millions) | none | none | none |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
The following table provides information relating to other accounts managed by Mr. Ramundo as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 22 | none | 7 |
Number of Accounts Managed with Performance-Based Advisory Fees | none | none | none |
Assets Managed (in millions) | $30,827 | none | $2,397 |
Assets Managed with Performance-Based Advisory Fees (in millions) | none | none | none |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
The following table provides information relating to other accounts managed by Mr. Sommer as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 22 | none | 2 |
Number of Accounts Managed with Performance-Based Advisory Fees | none | none | none |
Assets Managed (in millions) | $30,827 | none | $2,136 |
Assets Managed with Performance-Based Advisory Fees (in millions) | none | none | none |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
Doug McGinley and Elizah McLaughlin are co-managers of FIAMs portion of the funds assets invested in FIAMs Conservative Income Municipal Bond strategy and receive compensation for their services.
As of February 28, 2017, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of each portfolio managers compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.
Each portfolio managers base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of each portfolio managers bonus are based on (i) the pre-tax investment performance of the portfolio managers fund(s) and account(s) measured against a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR municipal money market funds and accounts. The pre-tax investment performance of the portfolio managers fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio managers tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with the portfolio managers tenure, but that eventually encompasses rolling periods of up to three years for the comparison to a benchmark index. A smaller, subjective component of each portfolio managers bonus is based on the portfolio managers overall contribution to management of FMR. The portion of Ms. McLaughlins and Mr. McGinleys bonus that is linked to the investment performance of FIAMs Conservative Income Municipal Bond strategy is based on the pre-tax investment performance of the strategy measured against the 50% Bloomberg Barc 1-Year Municipal Bond / 50% iMoneyNet Tax-Free National Retail Blended Index.
Each portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR LLC, FMRs parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services. If requested to relocate their primary residence, portfolio managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time employees of FMR LLC and its affiliates. A portfolio managers compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest through either tax-deferred accounts or taxable accounts, a portfolio managers compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. A portfolio managers base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a funds trade allocation policies and procedures may give rise to conflicts of interest if the funds orders do not get fully executed due to being aggregated with those of other accounts managed by FMR or an affiliate. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a funds Code of Ethics.
The following table provides information relating to other accounts managed by Mr. McGinley as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 5 | none | none |
Number of Accounts Managed with Performance-Based Advisory Fees | none | none | none |
Assets Managed (in millions) | $12,972 | none | none |
Assets Managed with Performance-Based Advisory Fees (in millions) | none | none | none |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
The following table provides information relating to other accounts managed by Ms. McLaughlin as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 10 | none | none |
Number of Accounts Managed with Performance-Based Advisory Fees | none | none | none |
Assets Managed (in millions) | $16,917 | none | none |
Assets Managed with Performance-Based Advisory Fees (in millions) | none | none | none |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
Portfolio Manager Compensation - T. Rowe Price
Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a restricted stock grant. Compensation is variable and is determined based on the following factors.
Investment performance over 1-, 3-, 5-, and 10-year periods is the most important input. The weightings for these time periods are generally balanced and are applied consistently across similar strategies. T. Rowe Price (and T. Rowe Price Hong Kong, T. Rowe Price Singapore, and T. Rowe Price International, as appropriate), evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are typically determined with reference to the broad-based index (e.g., S&P 500 ® ) and the Lipper℠ index (e.g., Large-Cap Growth) set forth in the total returns table in the fund's prospectus, although other benchmarks may be used as well. Investment results are also measured against comparably managed funds of competitive investment management firms. The selection of comparable funds is approved by the applicable investment steering committee and is the same as the selection presented to the directors of the T. Rowe Price Funds in their regular review of fund performance. Performance is primarily measured on a pretax basis though tax efficiency is considered.
Compensation is viewed with a long-term time horizon. The more consistent a manager's performance over time, the higher the compensation opportunity. The increase or decrease in a fund's assets due to the purchase or sale of fund shares is not considered a material factor. In reviewing relative performance for fixed-income funds, a fund's expense ratio is usually taken into account. Contribution to T. Rowe Price's overall investment process is an important consideration as well. Leveraging ideas and investment insights across the global investment platform, working effectively with and mentoring others, and other contributions to our clients, the firm or our culture are important components of T. Rowe Price's long-term success and are highly valued.
All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.
This compensation structure is used for all portfolios managed by a portfolio manager.
Portfolio managers at T. Rowe Price and its affiliates may manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, and foundations), offshore funds and common trust funds. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price and its affiliates have adopted brokerage and trade allocation policies and procedures which they believe are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients.
The T. Rowe Price Funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the T. Rowe Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.
The following table provides information relating to other accounts managed by Mr. Lynagh as of September 30, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 14 | 3 | 3 |
Number of Accounts Managed with Performance-Based Advisory Fees | 0 | 0 | 0 |
Assets Managed (in millions) | $41,267 | $5,269 | $ 2,129 |
Assets Managed with Performance-Based Advisory Fees (in millions) | None | None | None |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
Portfolio Manager Compensation WellsCap
Compensation . The compensation structure for Wells Capital Management's Portfolio Managers includes a competitive fixed base salary plus variable incentives, payable annually and over a longer term period. Wells Capital Management participates in third party investment management compensation surveys in order to provide Wells Capital Management with market-based compensation information to help support individual pay decisions. In addition to investment management compensations surveys, Wells Capital Management also considers prior professional experience, tenure, seniority and a Portfolio Manager's team size, scope and assets under management when determining their fixed base salary. Incentive bonuses are typically tied to relative, pre-tax investment performance of the Funds or other accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style.
In addition, Portfolio Managers, who meet the eligibility requirements, may participate in Wells Fargo's 401(k) plan that features a limited matching contribution. Eligibility for and participation in this plan is on the same basis for all employees.
Conflicts of Interest . WellsCap's portfolio managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, WellsCap has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
The following table provides information relating to other accounts managed by Mr. Fitterer as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 12 | 0 | 102 |
Number of Accounts Managed with Performance-Based Advisory Fees | 0 | 0 | 0 |
Assets Managed (in millions) | $20,502 | $0 | $13,407 |
Assets Managed with Performance-Based Advisory Fees (in millions) | $0 | $0 | $0 |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
The following table provides information relating to other accounts managed by Ms. Casetta as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 5 | 0 | 19 |
Number of Accounts Managed with Performance-Based Advisory Fees | 0 | 0 | 0 |
Assets Managed (in millions) | $13,280 | $0 | $2,589 |
Assets Managed with Performance-Based Advisory Fees (in millions) | $0 | $0 | $0 |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
The following table provides information relating to other accounts managed by Mr. Johns as of October 31, 2017:
Registered
Investment Companies* |
Other Pooled
Investment Vehicles |
Other
Accounts |
|
Number of Accounts Managed | 3 | 0 | 0 |
Number of Accounts Managed with Performance-Based Advisory Fees | 0 | 0 | 0 |
Assets Managed (in millions) | $402 | $0 | $0 |
Assets Managed with Performance-Based Advisory Fees (in millions) | $0 | $0 | $0 |
* Does not include Strategic Advisers ® Tax-Sensitive Short Duration Fund. This fund is expected to commence operations on December 28, 2017.
PROXY VOTING GUIDELINES
Proxy Voting - Strategic Advisers.
The following Proxy Voting Guidelines were established by the Board of Trustees of Fidelity Rutland Square Trust II on behalf of the fund, after consultation with Strategic Advisers. (The guidelines are reviewed periodically by Strategic Advisers and its affiliates and by the Independent Trustees of the fund, and, accordingly, are subject to change.)
I. General Principles
A. The funds in the trust generally intend to vote shares of underlying funds using echo voting procedures (that is, in the same proportion as the holders of all other shares of the particular underlying fund).
B. Any proposals not covered by paragraph A above or other special circumstances will be evaluated on a case-by-case basis with input from the appropriate Strategic Advisers analyst or portfolio manager, as applicable, subject to review and approval by the General Counsel or Compliance Officer of FMR or the General Counsel of FMR LLC.
Sub-Adviser(s):
Proxy voting policies and procedures are used by a sub-adviser to determine how to vote proxies relating to the securities held by its allocated portion of the fund's assets. The proxy voting policies and procedures used by a sub-adviser are described below.
Proxy Voting - FIAM
The following are FIAM's Proxy Voting Guidelines (the "Guidelines"):
I. General Principles
A. Voting of shares will be conducted in a manner consistent with the best interests of clients. In other words, securities of a portfolio company will generally be voted in a manner consistent with the Guidelines and without regard to any other FIAM or Fidelity companies' relationship, business or otherwise. In evaluating proposals, FIAM considers information from a number of sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms, and uses all this information as an input within the larger mix of information to which the Guidelines are applied.
B. FMR Investment Proxy Research votes proxies on behalf of FIAMs clients. Execution of FIAM Proxy Votes is delegated to FMR Investment Proxy Research. Like other Fidelity employees, Investment Proxy Research employees have a fiduciary duty to never place their own personal interest ahead of the interests of FIAMs clients. Fidelity employees, including Investment Proxy Research employees, are instructed to avoid situations that could present even the appearance of a conflict. In the event of a conflict of interest, Fidelity employees will follow the escalation process included in Fidelity's corporate policy on conflicts of interest.
C. For proposals not covered by the Guidelines or that involve other special circumstances, FIAM evaluates them on a case-by-case basis with input from the appropriate analyst or portfolio manager with review by an attorney within FMR's General Counsel's office, senior management of Fidelity Asset Management, and a member of senior management within FMR Investment Proxy Research.
D. FIAM will vote on proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the portfolio company or to maximize long-term shareholder value. Where information is not readily available to analyze the long-term economic impact of the proposal, FIAM will generally abstain.
E. Many FIAM accounts invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FIAM will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
F. In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a client, FIAM will generally not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, FIAM will generally not vote proxies in order to safeguard fund holdings information.
G. Where a management-sponsored proposal is inconsistent with the Guidelines, FIAM may receive a company's commitment to modify the proposal or its practice to conform to the Guidelines, and FIAM will generally support management based on this commitment. If a company subsequently does not abide by its commitment, FIAM will generally withhold authority for the election of directors at the next election.
II. Definitions (as used in this document)
A. Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.
B. Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
C. Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a proxy contest or other means.
D. Sunset Provision - a condition in a charter or plan that specifies an expiration date.
E. Poison Pill - a strategy employed by a potential take-over/target company to make its stock less attractive to an acquirer. Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.
F. Large-Capitalization Company - a company included in the Russell 1000 ® Index or the Russell Global ex-U.S. Large Cap Index.
G. Small-Capitalization Company - a company not included in the Russell 1000 ® Index or the Russell Global ex-U.S. Large Cap Index that is not a Micro-Capitalization Company.
H. Micro-Capitalization Company - a company with a market capitalization under US $300 million.
I. Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity award plan on a regular basis.
III. Directors
A. Election of Directors
FIAM will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly appear to have failed to exercise reasonable judgment. FIAM will also generally withhold authority for the election of all directors or directors on responsible committees if:
1. An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set forth below.
With respect to Poison Pills, however, FIAM will consider not withholding authority on the election of directors if all of the features outlined under the Anti-Takeover Provisions below are met when a Poison Pill is introduced, extended, or adopted.
FIAM will also consider not withholding authority on the election of directors when:
a. FIAM determines that the Poison Pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value; or
b. One or more of the features outlined under the Anti-Takeover Provisions below are not met if a board is willing to strongly consider seeking shareholder ratification of, or adding those features to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual shareholder meeting, FIAM will withhold authority on the election of directors.
2. Within the last year and without shareholder approval, a company's board of directors or compensation committee has repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.
3. Within the last year and without shareholder approval, a company's board of directors or compensation committee has adopted or extended a Golden Parachute.
4. The company has not adequately addressed concerns communicated by FIAM in the process of discussing executive compensation.
5. To gain FIAM's support on a proposal, the company made a commitment to modify a proposal or practice to conform to the Guidelines and the company has failed to act on that commitment.
6. The director attended fewer than 75% of the aggregate number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
7. The board is not composed of a majority of independent directors.
B. Contested Director Elections
FIAM believes that strong management creates long-term shareholder value and we generally support management of companies in which the funds' assets are invested. FIAM will vote on a case-by-case basis in contested director elections, taking into account factors such as management's track record and strategic plan for enhancing shareholder value; the long-term performance of the target company compared to its industry peers; the qualifications of the shareholder's and management's nominees; and other factors. Ultimately, FIAM will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long term.
C. Indemnification
FIAM will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or limiting their liability for breaches of care unless FIAM is otherwise dissatisfied with the performance of management or the proposal is accompanied by Anti-Takeover Provisions.
D. Independent Chairperson
FIAM will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or independent chairperson. However, FIAM will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and to promote effective oversight of management by the board of directors.
E. Majority Voting in Director Elections
FIAM will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a board election, provided that the proposal allows for plurality voting standard in the case of contested elections ( i.e. , where there are more nominees than board seats). FIAM may consider voting against such shareholder proposals where a company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of a majority of the votes cast in an uncontested election.
F. Proxy Access
FIAM will evaluate management and shareholder proposals to adopt proxy access on a case-by-case basis, but generally will vote in favor of proposals that include ownership thresholds of at least 3% (5% in the case of Small-Capitalization Companies); holding periods of at least three years; establish the number of directors that eligible shareholders may nominate as 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
IV. Compensation
A. Executive Compensation
1. Advisory votes on executive compensation (Say on Pay)
a. FIAM will generally vote for proposals to ratify executive compensation unless such compensation appears misaligned with shareholder interests or otherwise problematic, taking into account:
(i) The actions taken by the board or compensation committee in the previous year, including whether the company repriced or exchanged outstanding stock options without shareholder approval; adopted or extended a Golden Parachute without shareholder approval; or adequately addressed concerns communicated by FIAM in the process of discussing executive compensation;
(ii) The alignment of executive compensation and company performance relative to peers; and
(iii) The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
b. FIAM will generally vote against proposals to ratify Golden Parachutes.
2. Advisory vote on frequency of Say on Pay votes
When presented with a frequency of Say on Pay vote, FIAM will generally support holding an annual advisory vote on Say on Pay.
B. Equity compensation plans
FIAM will generally vote against equity compensation plans or amendments to authorize additional shares under such plans if:
1. (a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FIAM to conclude that the burn rate is acceptable.
2. In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has repriced options outstanding under the plan in the past two years without shareholder approval.
3. The plan includes an Evergreen Provision.
4. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
C. Equity Exchanges and Repricing
FIAM will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such factors as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with the interests of shareholders.
D. Employee Stock Purchase Plans
FIAM will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-U.S. company stock purchase plans, FIAM may permit a lower minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.
E. Bonus Plans and Tax Deductibility Proposals
FIAM will generally vote in favor of cash and stock incentive plans that seek shareholder approval to qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code.
V. Anti-Takeover Provisions
FIAM will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:
A. In the case of a Poison Pill, it either:
1. Includes the following features:
a. A Sunset Provision of no greater than five years;
b. Links to a business strategy that is expected to result in greater value for the shareholders;
c. Requires shareholder approval to be reinstated upon expiration or if amended;
d. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the Poison Pill; and
e. Allows Fidelity to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities; or
2. Is crafted only for the purpose of protecting a specific tax benefit and after evaluating the proposal based on its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
FIAM will generally vote in favor of a proposal to eliminate an Anti-Takeover Provisions unless:
B. In the case of shareholder proposals regarding shareholders' right to call special meetings, FIAM generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.
C. In the case of proposals regarding shareholders' right to act by written consent, FIAM will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, record date requests from at least 25% of the outstanding shareholders and consents must be solicited from all shareholders.
D. In the case of proposals regarding supermajority provisions, FIAM may vote to support such a provision when FIAM determines that it may protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VI. Capital Structure/Incorporation
A. Increases in Common Stock
FIAM will generally vote against a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
However, in the case of real estate investment trusts (REIT), FIAM will generally vote against a provision to increase the REITs authorized common stock if the increase will result in a total number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares.
B. Reverse Stock Splits
FIAM will generally vote in favor of reverse stock splits as long as the post-split authorized shares is no greater than three times the post-split number of outstanding and scheduled to be issued shares, including stock awards, or in the case of real estate investment trusts the number of post-split authorized shares is not greater than five times the post-split number of outstanding and scheduled to be issued shares.
C. Multi-Class Share Structures
FIAM will generally vote in favor of proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and will generally vote against proposals to introduce or increase classes of stock with differential voting rights. However, FIAM will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
D. Cumulative Voting Rights
FIAM will generally vote against the introduction and in favor of the elimination of cumulative voting rights.
E. Acquisition or Business Combination Statutes
FIAM will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that enable the company to opt out of the control shares acquisition or business combination statutes.
F. Incorporation or Reincorporation in Another State or Country
FIAM will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. FIAM will consider supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
VII. Shares of Fidelity ® Funds, ETFs, or other non-Fidelity ® Mutual Funds and ETFs
A. If applicable, when a FIAM account invests in an underlying Fidelity ® Fund with public shareholders, an exchange traded fund (ETF), or non-affiliated fund, FIAM will vote in the same proportion as all other voting shareholders of the underlying fund ("echo voting"). FIAM may choose not to vote if "echo voting" is not operationally practical.
B. Certain FIAM accounts may invest in shares of underlying Fidelity ® Funds that do not have public shareholders. For Fidelity ® Funds without public shareholders that are managed by FMR or an affiliate, FIAM will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.
VIII. Other
A. Voting Process
FIAM will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.
B. Environmental and Social Issues
FIAM generally will vote in a manner consistent with management's recommendation on shareholder proposals concerning environmental or social issues, as it generally believes that management and the board are in the best position to determine how to address these matters. In certain cases, however, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company.
For example, FIAM may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. FIAM also may support proposals on issues such as equal employment, and board and workforce diversity.
Proxy Voting - T. Rowe Price
RESPONSIBILITY TO VOTE PROXIES
T. Rowe Price Associates, Inc., T. Rowe Price International Ltd, T. Rowe Price (Canada), Inc., T. Rowe Price Hong Kong Limited, and T. Rowe Price Singapore Private Ltd. (collectively, T. Rowe Price) recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote in the election of the companys directors and on matters affecting certain important aspects of the companys structure and operations that are submitted to shareholder vote. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies which it sponsors and serves as investment adviser (Price Funds) and by common trust funds, offshore funds, institutional and private counsel clients who have requested that T. Rowe Price be involved in the proxy process. T. Rowe Price has assumed the responsibility for voting proxies on behalf of the T. Rowe Price Funds and certain counsel clients who have delegated such responsibility to T. Rowe Price. In addition, T. Rowe Price makes recommendations regarding proxy voting to counsel clients who have not delegated the voting responsibility but who have requested voting advice. T. Rowe Price reserves the right to decline to vote proxies in accordance with client-specific voting guidelines.
T. Rowe Price has adopted these Proxy Voting Policies and Procedures (Policies and Procedures) for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with regard to the voting of client proxies. This document is updated annually.
Fiduciary Considerations. It is the policy of T. Rowe Price that decisions with respect to proxy issues will be made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company from the viewpoint of the particular client or Price Fund. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Our intent has always been to vote proxies, where possible to do so, in a manner consistent with our fiduciary obligations and responsibilities. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance.
Other Considerations. One of the primary factors T. Rowe Price considers when determining the desirability of investing in a particular company is the quality and depth of its management. We recognize that a companys management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the companys board of directors. Accordingly, our proxy voting guidelines are not intended to substitute our judgment for managements with respect to the companys day-to-day operations. Rather, our proxy voting guidelines are designed to promote accountability of a company's management and board of directors to its shareholders; to align the interests of management with those of shareholders; and to encourage companies to adopt best practices in terms of their corporate governance. In addition to our proxy voting guidelines, we rely on a companys disclosures, its boards recommendations, a companys track record, country-specific best practices codes, our research providers and, most importantly, our investment professionals views, in making voting decisions.
ADMINISTRATION OF POLICIES AND PROCEDURES
Proxy Committee. T. Rowe Prices Proxy Committee (Proxy Committee) is responsible for establishing positions with respect to corporate governance and other proxy issues, including those involving corporate social responsibility issues. Certain delegated members of the Proxy Committee also review questions and respond to inquiries from clients and mutual fund shareholders pertaining to proxy issues. While the Proxy Committee sets voting guidelines and serves as a resource for T. Rowe Price portfolio management, it does not have proxy voting authority for any Price Fund or counsel client. Rather, this responsibility is held by the Chairperson of the Price Funds Investment Advisory Committee or counsel clients portfolio manager.
Proxy Services Group. The Proxy Services Group is responsible for administering the proxy voting process as set forth in the Policies and Procedures.
Global Corporate Governance Analyst. Our Global Corporate Governance Analyst is responsible for reviewing the proxy agendas for all upcoming meetings and making company-specific recommendations to our global industry analysts and portfolio managers with regard to the voting decisions in their portfolios.
HOW PROXIES ARE REVIEWED, PROCESSED AND VOTED
In order to facilitate the proxy voting process, T. Rowe Price has retained Glass, Lewis & Co. (Glass Lewis) as an expert in the proxy voting and corporate governance area. Glass Lewis specializes in providing a variety of fiduciary-level proxy advisory and voting services. These services include voting recommendations as well as vote execution and reporting for the handling of proxy voting responsibility. In order to reflect T. Rowe Prices issue-by-issue voting guidelines as approved each year by the Proxy Committee, Glass Lewis maintains and implements a custom voting policy for the Price Funds and other client accounts.
Meeting Notification
T. Rowe Price utilizes Glass Lewis' voting agent services to notify us of upcoming shareholder meetings for portfolio companies held in client accounts and to transmit votes to the various custodian banks of our clients. Glass Lewis tracks and reconciles T. Rowe Price holdings against incoming proxy ballots. If ballots do not arrive on time, Glass Lewis procures them from the appropriate custodian or proxy distribution agent. Meeting and record date information is updated daily, and transmitted to T. Rowe Price through ViewPoint, Glass Lewis' web-based application.
Vote Determination
Each day, Glass Lewis delivers into T. Rowe Prices proprietary proxy research platform a comprehensive summary of upcoming meetings, proxy proposals, publications discussing key proxy voting issues, and custom vote recommendations to assist us with proxy research and processing. The final authority and responsibility for proxy voting decisions remains with T. Rowe Price. Decisions with respect to proxy matters are made primarily in light of the anticipated impact of the issue on the desirability of investing in the company from the perspective of our clients.
Portfolio managers may decide to vote their proxies consistent with the Policies and Procedures, as set by the Proxy Committee, and instruct the Proxy Services Group to vote all proxies accordingly. Alternatively, portfolio managers may request to review the vote recommendations and sign off on all proxies before the votes are cast, or they may choose only to sign off on those votes cast against management. The portfolio managers are also given the option of reviewing and determining the votes on all proxies without utilizing the vote guidelines of the Proxy Committee. In all cases, the portfolio managers may elect to receive current reports summarizing all proxy votes in their client accounts. Portfolio managers who vote their proxies inconsistent with T. Rowe Price guidelines are required to document the rationale for their votes. The Proxy Services Group is responsible for maintaining this documentation and assuring that it adequately reflects the basis for any vote which is cast contrary to our proxy voting guidelines.
T. Rowe Price Voting Policies
Specific proxy voting guidelines have been adopted by the Proxy Committee for all regularly occurring categories of management and shareholder proposals. A detailed set of proxy voting guidelines is available on the T. Rowe Price website, www.troweprice.com. The following is a summary of our guidelines on the most significant proxy voting topics:
Election of Directors - For U.S. companies, T. Rowe Price generally supports slates with a majority of independent directors. However, T. Rowe Price may vote against outside directors who do not meet our criteria relating to their independence, particularly when they serve on key board committees, such as compensation and nominating committees, for which we believe that all directors should be independent. Outside of the U.S., we expect companies to adhere to the minimum independence standard established by regional corporate governance codes. At a minimum, however, we believe boards in all regions should include a blend of executive and non-executive members, and we are likely to vote against senior executives at companies without any independent directors. We also vote against directors who are unable to dedicate sufficient time to their board duties due to their commitments to other boards. We may vote against certain directors who have served on company boards where we believe there has been a gross failure in governance or oversight. Additionally, we may vote against compensation committee members who approve excessive executive compensation or severance arrangements. We support efforts to elect all board members annually because boards with staggered terms lessen directors accountability to shareholders and act as deterrents to takeover proposals. To strengthen boards accountability, T. Rowe Price supports proposals calling for a majority vote threshold for the election of directors and we may withhold votes from an entire board if they fail to implement shareholder proposals that receive majority support.
Anti-Takeover, Capital Structure and Corporate Governance Issues - T. Rowe Price generally opposes anti-takeover measures since they adversely impact shareholder rights and limit the ability of shareholders to act on potential value-enhancing transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes, and poison pills. When voting on capital structure proposals, T. Rowe Price will consider the dilutive impact to shareholders and the effect on shareholder rights. We may support shareholder proposals that call for the separation of the Chairman and CEO positions if we determine that insufficient governance safeguards are in place at the company.
Executive Compensation Issues - T. Rowe Prices goal is to assure that a companys equity-based compensation plan is aligned with shareholders long-term interests. We evaluate plans on a case-by-case basis, using a number of factors, including dilution to shareholders, problematic plan features, burn rate, and the equity compensation mix. Plans that are constructed to effectively and fairly align executives and shareholders incentives generally earn our approval. Conversely, we oppose compensation packages that provide what we view as excessive awards to few senior executives or contain the potential for excessive dilution relative to the companys peers. We also may oppose equity plans at any company where we deem the overall compensation practices to be problematic. We generally oppose efforts to reprice options in the event of a decline in value of the underlying stock unless such plans appropriately balance shareholder and employee interests. For companies with particularly egregious pay practices such as excessive severance packages, executives with outsized pledged/hedged stock positions, executive perks, and bonuses that are not adequately linked to performance, we may vote against compensation committee members. We analyze management proposals requesting ratification of a companys executive compensation practices (Say-on-Pay proposals) on a case-by-case basis, using a screen that assesses the long-term linkage between executive compensation and company performance as well as the presence of objectionable structural features in compensation plans. With respect to the frequency in which companies should seek advisory votes on compensation, we believe shareholders should be offered the opportunity to vote annually. Finally, we may withhold votes from compensation committee members or even the entire board if we have cast votes against a companys Say-on-Pay vote in consecutive years.
Mergers and Acquisitions - T. Rowe Price considers takeover offers, mergers, and other extraordinary corporate transactions on a case-by-case basis to determine if they are beneficial to shareholders current and future earnings stream and to ensure that our Price Funds and clients are receiving fair consideration for their securities. We oppose a high proportion of proposals for the ratification of executive severance packages (Say on Golden Parachute proposals) in conjunction with merger transactions if we conclude these arrangements reduce the alignment of executives incentives with shareholders interests.
Corporate Social Responsibility Issues - Vote recommendations for corporate responsibility issues are generated by the Global Corporate Governance Analyst using Glass Lewis' proxy research and company reports. T. Rowe Price generally votes with a companys management on social, environmental and corporate responsibility issues unless the issue has substantial investment implications for the companys business or operations which have not been adequately addressed by management. T. Rowe Price supports well-targeted shareholder proposals on environmental and other public policy issues that are particularly relevant to a companys businesses.
Global Portfolio Companies - Glass Lewis applies a two-tier approach to determining and applying global proxy voting policies. The first tier establishes baseline policy guidelines for the most fundamental issues, which span the corporate governance spectrum without regard to a companys domicile. The second tier takes into account various idiosyncrasies of different countries, making allowances for standard market practices, as long as they do not violate the fundamental goals of good corporate governance. The goal is to enhance shareholder value through effective use of the shareholder franchise, recognizing that application of policies developed for U.S. corporate governance issues are not appropriate for all markets. The Proxy Committee has reviewed Glass Lewis' general global policies and has developed international proxy voting guidelines which in most instances are consistent with Glass Lewis recommendations.
Fixed Income, Index and Passively Managed Accounts - Proxy voting for fixed income, index and other passively-managed portfolios is administered by the Proxy Services Group using T. Rowe Prices policies as set by the Proxy Committee. If a portfolio company is held in both an actively managed account and an index account, the index account will default to the vote as determined by the actively managed proxy voting process. In addition, fixed income accounts will generally follow the proxy vote determinations on security holdings held by our equity accounts unless the matter is specific to a particular fixed income security (i.e., consents, restructurings, reorganization proposals).
Divided Votes - In situations where a decision is made which is contrary to the policies established by the Proxy Committee, or differs from the vote for any other client or Price Fund, the Proxy Services Group advises the portfolio managers involved of the divided vote. The persons representing opposing views may wish to confer to discuss their positions. In such instances, it is the normal practice for the portfolio manager to document the reasons for the vote if it is against our proxy voting guidelines. The Proxy Services Group is responsible for assuring that adequate documentation is maintained to reflect the basis for any vote which is cast in opposition to our proxy voting guidelines.
Shareblocking - Shareblocking is the practice in certain foreign countries of freezing shares for trading purposes in order to vote proxies relating to those shares. In markets where shareblocking applies, the custodian or sub-custodian automatically freezes shares prior to a shareholder meeting once a proxy has been voted. Shareblocking typically takes place between one and fifteen (15) days before the shareholder meeting, depending on the market. In markets where shareblocking applies, there is a potential for a pending trade to fail if trade settlement takes place during the blocking period. T. Rowe Prices policy is generally to refrain from voting shares in shareblocking countries unless the matter has compelling economic consequences that outweigh the loss of liquidity in the blocked shares.
Securities on Loan - The Price Funds and our institutional clients may participate in securities lending programs to generate income. Generally, the voting rights pass with the securities on loan; however, lending agreements give the lender the right to terminate the loan and pull back the loaned shares provided sufficient notice is given to the custodian bank in advance of the voting deadline. T. Rowe Prices policy is generally not to vote securities on loan unless the portfolio manager has knowledge of a material voting event that could affect the value of the loaned securities. In this event, the portfolio manager has the discretion to instruct the Proxy Services Group to pull back the loaned securities in order to cast a vote at an upcoming shareholder meeting.
Monitoring and Resolving Conflicts of Interest
The Proxy Committee is also responsible for monitoring and resolving potential material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our fund shareholders. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since T. Rowe Prices voting guidelines are predetermined by the Proxy Committee, application of the guidelines by fund portfolio managers to vote fund proxies should in most instances adequately address any potential conflicts of interest. However, consistent with the terms of the Policies and Procedures, which allow portfolio managers to vote proxies opposite our general voting guidelines, the Proxy Committee regularly reviews all such proxy votes that are inconsistent with the proxy voting guidelines to determine whether the portfolio managers voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other material relationships between T. Rowe Price and a portfolio company (unrelated to the ownership of the portfolio companys securities) could have influenced an inconsistent vote on that companys proxy.
Issues raising potential conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Prices Code of Ethics and Conduct requires all employees to avoid placing themselves in a compromising position in which their interests may conflict with those of our clients and restrict their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.
Specific Conflict of Interest Situations - Voting of T. Rowe Price Group, Inc. common stock (sym: TROW) by certain T. Rowe Price Index Funds will be done in all instances in accordance with T. Rowe Price policy, and votes inconsistent with policy will not be permitted. In the event that there is no previously established guideline for a specific voting issue appearing on the T. Rowe Price Group proxy, the Price Funds will abstain on that voting item. In addition, T. Rowe Price has voting authority for proxies of the holdings of certain Price Funds that invest in other Price Funds. In cases where the underlying fund of an investing Price Fund, including a fund-of-funds, holds a proxy vote, T. Rowe Price will mirror vote the fund shares held by the upper-tier fund in the same proportion as the votes cast by the shareholders of the underlying funds (other than the T. Rowe Price Reserve Investment Funds).
Limitations on Voting Proxies of Banks
T. Rowe Price has obtained relief from the U.S. Federal Reserve Board (the FRB Relief) which permits, subject to a number of conditions, T. Rowe Price to acquire in the aggregate on behalf of its clients, 10% or more of the total voting stock of a bank, bank holding company, savings and loan holding company or savings association (each a Bank), not to exceed a 15% aggregate beneficial ownership maximum in such Bank. One such condition affects the manner in which T. Rowe Price will vote its clients shares of a Bank in excess of 10% of the Banks total voting stock (Excess Shares). The FRB Relief requires that T. Rowe Price use its best efforts to vote the Excess Shares in the same proportion as all other shares voted, a practice generally referred to as mirror voting, or in the event that such efforts to mirror vote are unsuccessful, Excess Shares will not be voted. With respect to a shareholder vote for a Bank of which T. Rowe Price has aggregate beneficial ownership of greater than 10% on behalf of its clients, T. Rowe Price will determine which of its clients shares are Excess Shares on a pro rata basis across all of its clients portfolios for which T. Rowe Price has the power to vote proxies.
REPORTING, RECORD RETENTION AND OVERSIGHT
The Proxy Committee, and certain personnel under the direction of the Proxy Committee, perform the following oversight and assurance functions, among others, over T. Rowe Prices proxy voting: (1) periodically samples proxy votes to ensure that they were cast in compliance with T. Rowe Prices proxy voting guidelines; (2) reviews, no less frequently than annually, the adequacy of the Policies and Procedures to make sure that they have been implemented effectively, including whether they continue to be reasonably designed to ensure that proxies are voted in the best interests of our clients; (3) performs due diligence on whether a retained proxy advisory firm has the capacity and competency to adequately analyze proxy issues, including the adequacy and quality of the proxy advisory firms staffing and personnel and its policies; and (4) oversees any retained proxy advisory firms and their procedures regarding their capabilities to (i) produce proxy research that is based on current and accurate information and (ii) identify and address any conflicts of interest and any other considerations that we believe would be appropriate in considering the nature and quality of the services provided by the proxy advisory firm.
Vote Summary Reports will be generated for each client that requests T. Rowe Price to furnish proxy voting records. The report specifies the portfolio companies, meeting dates, proxy proposals, and votes which have been cast for the client during the period and the position taken with respect to each issue. Reports normally cover quarterly or annual periods and are provided to clients upon request.
T. Rowe Price retains proxy solicitation materials, memoranda regarding votes cast in opposition to the position of a companys management, and documentation on shares voted differently. In addition, any document which is material to a proxy voting decision such as the T. Rowe Price proxy voting guidelines, Proxy Committee meeting materials, and other internal research relating to voting decisions will be kept. All proxy voting materials and supporting documentation are retained for six years (except for proxy statements available on the SECs EDGAR database).
Proxy Voting - WellsCap
I. Introduction:
As a fiduciary, Wells Capital Management Inc. ("WellsCap") is obligated to vote proxies in the best interests of its clients. WellsCap has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with the clients best interest and within the framework of this Proxy Voting Policy and Procedures (Policy). WellsCap has adopted this Policy in order to satisfy its fiduciary obligation. It is intended that this Policy also satisfies the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the Advisers Act) which requires an investment adviser that exercises voting authority over clients proxies to adopt written policies and procedures that are reasonably designed to ensure that those proxies are voted in the best interests of clients and to provide clients with information about how their proxies are voted.
WellsCap manages assets for a variety of clients: Taft-Hartley plans, governmental plans, foundations and endowments, corporations, investment companies and other collective investment vehicles. Unless the client specifically reserves the right to vote their own proxies, WellsCap will vote proxies with a goal of maximizing shareholder value as a long-term investor and consistent with the governing laws and investment policies of each portfolio. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership, WellsCap supports sound corporate governance practices within companies in which they invest.
II. Voting
Philosophy:
When WellsCap accepts delegation from its clients to vote proxies, it does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to WellsCap, however, and WellsCap will not vote proxies, or provide advice to clients on how to vote proxies in the absence of specific delegation of authority, a pre-existing contractual agreement, or an obligation under the applicable law (e.g., securities that are held in an investment advisory account for which WellsCap exercises no investment discretion are not voted by WellsCap). Also, WellsCap may not exercise discretion over shares that the client has committed to a stock loan program, which passes voting rights to the party with possession of the shares, or participate in time phased voting except when required by law. From time to time, WellsCap may participate with a dissident group to vote proxies. In such case, WellsCaps appointment of an agent for limited purposes will not be deemed a delegation of authority under this Policy. The WellsCap proxy voting process allows different votes to be submitted for the same security. Our firm is organized as a collection of portfolio teams each with its own unique investment philosophy and approach. Consistent with this structure, various portfolio managers holding the same securities may arrive at different voting conclusions for their clients proxies, to ensure the votes are in the clients best interests. WellsCap relies on an independent third party to provide research, administration, and executing votes based on their published guidelines. Notwithstanding, WellsCap retains final authority and fiduciary responsibility for proxy voting. Information regarding WellsCaps proxy voting decisions are confidential. Therefore, the information may be shared on a need-to-know basis only, including within WellsCap and its affiliates.
Responsibilities
1. Proxy Administrator
WellsCap's proxy voting process is administered by its Operations Department ("Proxy Administrator"), who reports to WellsCaps Chief Operations Officer. The Proxy Administrator is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Procedures. The Proxy Administrator monitors third party voting of proxies to ensure it is being done in a timely and responsible manner. The Proxy Administrator in conjunction with the Proxy Committee reviews the continuing appropriateness of the Procedures set forth herein, recommends revisions as necessary and provides an annual update on the proxy voting process.
2. The Proxy Committee: The Proxy Committee is chaired by the Head of Equity Investments. The Committee members are selected from portfolio management groups and include Investment Risk personnel. Members of the Committee are subject to change upon approval from the Committee Chair.
3. Individuals involved in the proxy voting and decision making process will seek advice from WellsCap Legal and/or Compliance with respect to any questions that they have regarding personal conflicts of interests, communications regarding proxies, or other related matters for guidance to the Committee, as necessary.
4. Third Parties
To assist in its proxy-voting responsibilities, WellsCap subscribes to research and other proxy-administration services. Currently, WellsCap has contracted with Institutional Shareholder Services (ISS) a provider of proxy-voting services, to provide the following services to WellsCap:
Independently analyze and make recommendations for proxy proposals in accordance with the relevant voting platform;
Receive all proxy information sent by custodians that hold securities of WellsCaps Proxy Clients;
Posts proxy information on its password-protected website, including meeting dates, agendas, and ISS's analysis;
Provides WellsCap with vote administration and execution, recordkeeping (proxy statements and votes), and reporting support services; and
Annual analysis and rationale for guideline amendments.
Methodology
Except in instances where clients have retained voting authority, WellsCap will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to ISS. The Proxy Administrator reviews this information regularly and communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis.
1. Voting Guidelines . WellsCap, through its proxy voting agent (ISS), votes proxies on different platforms subject to the clients expressed goals. The two key platforms are: (i) the ISSs Proxy Voting Guidelines, and (ii) ISSs Taft Hartley Advisory Services platform, which researches recommendations made by the AFL-CIO. These Guidelines set forth how proxies will be voted on the issues specified. Depending upon the proposal and the platform, the guidelines may provide that proxies be voted "for" or "against" the proposal, or that the proposal should be considered on a case-by-case basis. The guideline may also be silent on a particular proposal, especially regarding foreign securities. ISS will vote proxies for or against as directed by the guidelines. Where the guidelines specify a "case by case" determination for a particular issue, ISS will evaluate the proxies based on thresholds established in the proxy guidelines relative to the platform. In addition, for proxies relating to issues not addressed in the guidelines, ISS will refer the vote to WellsCap. Finally, the Proxy Administrator shall have the authority to direct ISS to forward the proxy to him or her for a discretionary vote, in consultation with the Proxy Committee or the portfolio manager covering the subject security, if the Proxy Committee or the portfolio manager determines that a case-by-case review of such matter is warranted. Where a potential conflict of interest is identified (as described herein), WellsCap may not deviate from the Procedures unless it has a documented compelling purpose to do so.
2. Voting Discretion . In all cases, the Proxy Administrator will exercise its voting discretion in accordance with the voting philosophy of the selected guideline. In cases where a proxy is forwarded by ISS to the Proxy Administrator, the Proxy Administrator may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS, portfolio manager or research analyst with knowledge of the issuer and its securities (collectively "Portfolio Management") or other independent sources; or (ii) information provided by company managements and shareholder groups. WellsCap believes that input from Portfolio Management is essential in the decision-making process for providing recommendations to proxy voting matters. Portfolio Management is, in WellsCaps view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issues shares. In the event that the Proxy Administrator is aware of a material conflict of interest involving Wells Fargo/WellsCap or any of its affiliates regarding a proxy that has been forwarded to him or her, the Proxy Administrator will, absent compelling circumstances, return the proxy to ISS to be independently voted in conformance with the voting guidelines of ISS.
Voting decisions made by the Proxy Administrator will be reported to ISS to ensure that the vote is registered in a timely manner.
3. Observance of the United Nations Principles of Responsible Investing and International Stewardship Codes . ISSs Social Advisory Services has a proxy voting guideline that, on matters of social and environmental importance, seeks to reflect a broad consensus of the socially responsible investing community. In addition, ISSs Sustainability Policy seeks to promote support for recognized global governing bodies encouraging sustainable business practices advocating for stewardship of environment, fair labor practices, non-discrimination, and the protection of human rights. As a signatory of the United Nations-supported Principles for responsible Investment (UNPRI) WellsCap has integrated environmental, social, and governance (ESG) factors into the proxy processes. Upcoming proxies are viewed through the lens of ISSs Sustainability guidelines. A recommendation to change the vote to fall in line with the Sustainability policy may be made. These recommendations are reviewed the Risk team and Proxy Committee.
4. Securities on Loan . As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy).
5. Share Blocking . Proxy voting in certain countries requires share blocking. Shareholders wishing to vote their proxies must deposit their shares with a designated depositary before the date of the meeting. Consequently, the shares may not be sold in the period preceding the proxy vote. Absent compelling reasons, WellsCap believes that the benefit derived from voting these shares is outweighed by the burden of limited trading. Therefore, if share blocking is required in certain markets, WellsCap will not participate and refrain from voting proxies for those clients impacted by share blocking.
6. Voting Restrictions . Where there are proxy voting restrictions applied by country or issuer, such as a required power of attorney and partial share restrictions, WellsCap will vote proxies on a best efforts basis.
7. Conflicts of Interest . WellsCap has obtained a copy of ISS policies, procedures and practices regarding potential conflicts of interest that could arise in ISS proxy voting services to WellsCap as a result of business conducted by ISS. WellsCap believes that potential conflicts of interest by ISS are minimized by these policies, procedures and practices. In addition, Wells Fargo and/or WellsCap may have a conflict of interest regarding a proxy to be voted upon if, for example, in the case where Wells Fargo and/or WellsCap or its affiliates have a significant business relationship with the issuer of the proxy. A conflict of interest is considered to be material to the extent that a reasonable person could expect the conflict to influence WellsCaps decision on the particular vote at issue. WellsCap believes that, in most instances, any material conflicts of interest will be minimized through a strict and objective application by ISS of the voting guidelines. However, when the Proxy Administrator is aware of a material conflict of interest regarding a matter that would otherwise require a vote by WellsCap, the Proxy Administrator shall defer to ISS, as an independent third party, to vote in conformance with the voting guidelines of ISS. In addition, the Proxy Administrator will seek to avoid any undue influence as a result of any material conflict of interest that exists between the interest of a client and WellsCap or any of its affiliates. To this end, an independent fiduciary engaged by Wells Fargo will direct the Proxy Administrator on voting instructions for the Wells Fargo proxy.
8. Regulatory Conflicts/Restrictions . When the Proxy Administrator is aware of regulatory conflicts or restrictions, the Proxy Administrator shall defer to ISS to vote in conformance with ISSs voting guidelines to avoid any regulatory violations.
9. Vendor Oversight : WellsCap Operations monitors the ISS proxy process against specific criteria in order to identify potential issues relating to account reconciliation, unknown and rejected ballot reviews, upcoming proxy reviews, share reconciliation oversight, etc.
III. Other Provisions
Guideline Review
The Proxy Committee meets at least annually to review this Policy and consider changes to it. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of Proxy Administration, any member of the Proxy Committee, or WellsCaps Chief Compliance Officer. The Proxy Committee includes representation from Portfolio Management, Operations, Portfolio Risk Management and Compliance (Compliance does not vote on the proxies).
Record Retention
WellsCap will maintain the following records relating to the implementation of the Procedures:
A copy of these proxy voting polices and procedures;
Proxy statements received for client securities (which will be satisfied by relying on ISS);
Records of votes cast on behalf of clients (which ISS maintains on behalf of WellsCap);
Records of each written client request for proxy voting records and WellsCaps written response to any client request (written or oral) for such records; and
Any documents prepared by WellsCap or ISS that were material to making a proxy voting decision.
Such proxy voting books and records shall be maintained at an office of WellsCap in an easily accessible place for a period of six years.
Disclosure of Policies and Procedures
WellsCap will disclose to its clients a summary description of its proxy voting policy and procedures via mail. A detail copy of the policy and procedures will be provided to clients upon request by calling 1-800-736-2316.
WellsCap will also provide proxy statements and any records as to how WellsCap voted proxies on behalf its client upon request. Clients may contact WellsCap at 1-800-736-2316 or by e-mail at riskmgt@wellsfargo.com to request a record of proxies voted on their behalf.
Except as otherwise required by law, WellsCap has a general policy of not disclosing to any issuer or third party how its client proxies are voted.
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
DISTRIBUTION SERVICES
The fund has entered into a distribution agreement with FDC, an affiliate of Strategic Advisers. The principal business address of FDC is 900 Salem Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in connection with the offer and sale of shares are paid by Strategic Advisers.
The Trustees have approved a Distribution and Service Plan with respect to shares of the fund (the Plan) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in substance that a fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plan, as approved by the Trustees, allows shares of the fund and/or Strategic Advisers to incur certain expenses that might be considered to constitute indirect payment by the fund of distribution expenses.
The Plan adopted for the fund is described in the prospectus.
Under the Plan, if the payment of management fees by the fund to Strategic Advisers is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. The Plan specifically recognizes that Strategic Advisers may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of shares of the fund and/or shareholder support services. In addition, the Plan provides that Strategic Advisers, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees has authorized such payments for shares of the fund.
Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund and its shareholders. In particular, the Trustees noted that the Plan does not authorize payments by shares of the fund other than those made to Strategic Advisers under its management contract with the fund. To the extent that the Plan gives Strategic Advisers and FDC greater flexibility in connection with the distribution of shares, additional sales of shares or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plan by local entities with whom shareholders have other relationships.
TRANSFER AND SERVICE AGENT AGREEMENTS
The fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of Strategic Advisers, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the agreement, FIIOC (or an agent, including an affiliate) performs transfer agency services.
For providing transfer agency services, FIIOC receives an account fee and an asset-based fee only with respect to assets not invested in Fidelity ® funds and non-Fidelity funds (excluding ETFs). For retail accounts, these fees are based on fund type. For certain institutional accounts, these fees are based on size of position and fund type. For institutional retirement accounts, these fees are based on account type and fund type. The account fee is billed monthly on a pro rata basis at one-twelfth of the applicable annual rate as of the end of each calendar month. The asset-based fee is calculated and paid monthly on the basis of average daily net assets. For assets invested in underlying Fidelity ® funds, each underlying Fidelity ® fund pays its respective transfer agent (either FIIOC or an affiliate of FIIOC) fees based, in part, on the number of positions in and assets of the fund invested in such underlying Fidelity ® fund.
FIIOC may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances, maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research, as applicable.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports, notices, and statements to existing shareholders, with the exception of proxy statements.
The fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of Strategic Advisers (or an agent, including an affiliate). The fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for shares, maintains the fund's portfolio and general accounting records, and administers the fund's securities lending program.
For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the month.
The annual rates for pricing and bookkeeping services for the fund are 0.0259% of the first $500 million of average net assets, 0.0156% of average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion and $25 billion, and 0.0019% of average net assets in excess of $25 billion.
For administering the fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.
DESCRIPTION OF THE TRUST
Trust Organization. Strategic Advisers ® Tax-Sensitive Short Duration Fund is a fund of Fidelity Rutland Square Trust II, an open-end management investment company created under an initial trust instrument dated March 8, 2006. As of the date of this SAI, there are 19 funds offered in the trust: Strategic Advisers ® Core Fund, Strategic Advisers ® Core Income Fund, Strategic Advisers ® Core Income Multi-Manager Fund, Strategic Advisers ® Core Multi-Manager Fund, Strategic Advisers ® Emerging Markets Fund, Strategic Advisers ® Emerging Markets Fund of Funds, Strategic Advisers ® Growth Fund, Strategic Advisers ® Growth Multi-Manager Fund, Strategic Advisers ® Income Opportunities Fund, Strategic Advisers ® Income Opportunities Fund of Funds, Strategic Advisers ® International Fund, Strategic Advisers ® International II Fund, Strategic Advisers ® International Multi-Manager Fund, Strategic Advisers ® Short Duration Fund, Strategic Advisers ® Small-Mid Cap Fund, Strategic Advisers ® Small-Mid Cap Multi-Manager Fund, Strategic Advisers ® Tax-Sensitive Short Duration Fund, Strategic Advisers ® Value Fund, and Strategic Advisers ® Value Multi-Manager Fund. The Trustees are permitted to create additional funds in the trust and to create additional classes of the fund.
The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof, subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each fund in the trust shall be charged with the liabilities and expenses attributable to such fund. Any general expenses of the trust shall be allocated between or among any one or more of the funds.
Shareholder Liability. The trust is a statutory trust organized under Delaware law. Delaware law provides that, except to the extent otherwise provided in the Trust Instrument, shareholders shall be entitled to the same limitations of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware. The courts of some states, however, may decline to apply Delaware law on this point. The Trust Instrument contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the trust. The Trust Instrument provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets. The Trust Instrument further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.
The Trust Instrument provides for indemnification out of each fund's property of any shareholder or former shareholder held personally liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason. The Trust Instrument also provides that each fund shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of liability was in effect, and a fund is unable to meet its obligations. Strategic Advisers believes that, in view of the above, the risk of personal liability to shareholders is extremely remote.
Voting Rights. Each fund's capital consists of shares of beneficial interest. Shareholders are entitled to one vote for each dollar of net asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by fund, and by class.
The shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.
The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust, shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class available for distribution.
Custodian . State Street Bank and Trust Company, 1 Lincoln Street, Boston, Massachusetts, is custodian of the assets of the fund. The custodian is responsible for the safekeeping of the fund's assets and the appointment of any subcustodian banks and clearing agencies.
Strategic Advisers, its officers and directors, its affiliated companies, Members of the Advisory Board (if any), and Members of the Board of Trustees may, from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by Strategic Advisers. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of the fund's adviser, the terms and conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.
Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, Massachusetts, independent registered public accounting firm, audits financial statements for the fund and provides other audit, tax, and related services.
FUND HOLDINGS INFORMATION
The fund views holdings information as sensitive and limits its dissemination. The Board authorized Strategic Advisers, in consultation with FMR, to establish and administer guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund's best interests by striking an appropriate balance between providing information about the fund's portfolio and protecting the fund from potentially harmful disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund's chief compliance officer periodically.
Other registered investment companies that are advised or sub-advised by Strategic Advisers or a sub-adviser may be subject to different portfolio holdings disclosure policies, and neither Strategic Advisers nor the Board exercises control over such policies or disclosure. In addition, separate account clients of Strategic Advisers and the sub-advisers have access to their portfolio holdings and are not subject to the fund's portfolio holdings disclosure policies. Some of the funds that are advised or sub-advised by Strategic Advisers or a sub-adviser and some of the separate accounts managed by Strategic Advisers or a sub-adviser have investment objectives and strategies that are substantially similar or identical to the fund's and, therefore, potentially substantially similar, and in certain cases nearly identical, portfolio holdings as the fund.
The fund will provide a full list of holdings, including its top mutual fund positions (if any), monthly on www.fidelity.com 30 days after the month-end (excluding high income security holdings, which generally will be presented collectively monthly and included in a list of full holdings 60 days after its fiscal quarter-end).
The fund will provide its top mutual fund positions (if any) as of the end of the calendar quarter on Fidelity's web site 15 or more days after the calendar quarter-end.
Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.
The fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press, consultants, and ratings and ranking organizations.
The Use of Holdings In Connection With Fund Operations. Material non-public holdings information may be provided as part of the activities associated with managing Fidelity ® funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons Strategic Advisers believes will not misuse the disclosed information. These entities, parties, and persons include, but are not limited to: the fund's trustees; the fund's manager, its sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds); contractors who are subject to a confidentiality agreement; the fund's auditors; the fund's custodians; proxy voting service providers; financial printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges and other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection with redemptions in kind.
Other Uses Of Holdings Information. In addition, the fund may provide material non-public holdings information to (i) third parties that calculate information derived from holdings for use by Strategic Advisers or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving the fund. Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts and circumstances, the disclosure appears unlikely to be harmful to the fund. Entities receiving this information must have in place control mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third parties is limited. Strategic Advisers relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be harmful to the fund.
At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial holdings daily, on the next business day) and MSCI Inc. and certain affiliates (full or partial fund holdings daily, on the next business day).
Strategic Advisers, its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the disclosure of material non-public holdings information. If, in the future, such an arrangement is desired, prior Board approval would be sought and any such arrangements would be disclosed in the fund's SAI.
There can be no assurance that the fund's policies and procedures with respect to disclosure of fund portfolio holdings will prevent the misuse of such information by individuals and firms that receive such information.
APPENDIX
Strategic Advisers, Fidelity Investments & Pyramid Design, and Fidelity are registered service marks of FMR LLC. © 2017 FMR LLC. All rights reserved.
Any third-party marks that may appear above are the marks of their respective owners.
Fidelity Rutland Square Trust II
Post-Effective Amendment No. 63 (33 Act)
Amendment No. 66 (40 Act)
PART C. OTHER INFORMATION
Item 28.
Exhibits
(a)
Trust Instrument, dated March 8, 2006, is incorporated herein by reference to Exhibit (a) of the Initial Registration Statement on N-1A.
(b)
Bylaws of Fidelity Rutland Square Trust II, as amended and dated June 4, 2009, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 3.
(c)
Not applicable.
(d)
(1)
Management Contract, dated December 3, 2009, between Fidelity Strategic Advisers Core Fund (currently known as Strategic Advisers Core Fund) and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 4.
(2)
Management Contract, dated March 5, 2010, between Strategic Advisers Core Income Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 8.
(3)
Management Contract, dated June 7, 2012, between Strategic Advisers Core Income Multi-Manager Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment Nos. 30 & 33.
(4)
Management Contract, dated September 8, 2011, between Strategic Advisers Core Multi-Manager Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment Nos. 18 & 21.
(5)
Management Contract, dated September 8, 2010, between Strategic Advisers Emerging Markets Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(4) of Post-Effective Amendment Nos. 20 & 23.
(6)
Management Contract, dated March 1, 2012, between Strategic Advisers Emerging Markets Fund of Funds and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment Nos. 23 & 26.
(7)
Management Contract, dated March 5, 2010, between Strategic Advisers Growth Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 7.
(8)
Management Contract, dated September 8, 2011, between Strategic Advisers Growth Multi-Manager Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment Nos. 18 & 21.
(9)
Management Contract, dated March 5, 2010, between Strategic Advisers Income Opportunities Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(4) of Post-Effective Amendment No. 8.
(10)
Management Contract, dated June 7, 2012, between Strategic Advisers Income Opportunities Fund of Funds and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(10) of Post-Effective Amendment Nos. 30 & 33.
(11)
Management Contract, dated March 5, 2010, between Strategic Advisers International Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment No. 8.
(12)
Management Contract, dated March 5, 2010, between Strategic Advisers International II Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 8.
(13)
Management Contract, dated March 1, 2012, between Strategic Advisers International Multi-Manager Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(13) of Post-Effective Amendment Nos. 23 & 26.
(14)
Management Contract, dated December 1, 2011, between Strategic Advisers Short Duration Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(10) of Post-Effective Amendment Nos. 20 & 23.
(15)
Management Contract, dated March 5, 2010, between Strategic Advisers Small-Mid Cap Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 8.
(16)
Management Contract, dated December 1, 2011, between Strategic Advisers Small-Mid Cap Multi-Manager Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(12) of Post-Effective Amendment Nos. 20 & 23.
(17)
Form of Management Contract between Strategic Advisers Tax-Sensitive Short Duration Fund and Strategic Advisers, Inc. is filed herein as Exhibit (d)(17).
(18)
Management Contract, dated March 5, 2010, between Strategic Advisers Value Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(10) of Post-Effective Amendment No. 8.
(19)
Management Contract, dated September 8, 2011, between Strategic Advisers Value Multi-Manager Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (d)(15) of Post-Effective Amendment Nos. 18 & 21.
(20)
Sub-Advisory Agreement, dated March 12, 2013, between Strategic Advisers, Inc. and AllianceBernstein L.P., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(21) of Post-Effective Amendment Nos. 37 & 40.
(21)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Aristotle Capital Management, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(20) of Post-Effective Amendment Nos. 46 & 49.
(22)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(21) of Post-Effective Amendment Nos. 46 & 49.
(23)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and ClariVest Asset Management LLC on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(22) of Post-Effective Amendment Nos. 46 & 49.
(24)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(23) of Post-Effective Amendment Nos. 56 & 59.
(25)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(24) of Post-Effective Amendment Nos. 56 & 59.
(26)
Amended and Restated Sub-Advisory Agreement, dated September 8, 2011, between Strategic Advisers, Inc. and First Eagle Investment Management, LLC, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(33) of Post-Effective Amendment Nos. 18 & 21.
(27)
Amended and Restated Sub-Advisory Agreement, dated March 7, 2017, between Strategic Advisers, Inc. and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(26) of Post-Effective Amendment Nos. 58 & 61.
(28)
Sub-Advisory Agreement, dated December 2, 2014, between Strategic Advisers, Inc. and Loomis, Sayles & Company, L.P. on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(26) of Post-Effective Amendment Nos. 46 & 49.
(29)
Amended and Restated Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and LSV Asset Management, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(27) of Post-Effective Amendment Nos. 46 & 49.
(30)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Massachusetts Financial Services Company, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(28) of Post-Effective Amendment Nos. 46 & 49.
(31)
Amended and Restated Sub-Advisory Agreement, dated July 1, 2015, between Strategic Advisers, Inc. and Morgan Stanley Investment Management Inc., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(28) of Post-Effective Amendment Nos. 52 & 55.
(32)
Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and OppenheimerFunds, Inc., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(50) of Post-Effective Amendment Nos. 26 & 29.
(33)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Robeco Investment Management, Inc. (currently known as Boston Partners Global Investors, Inc.), on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(32) of Post-Effective Amendment Nos. 46 & 49.
(34)
Amended and Restated Sub-Advisory Agreement, dated April 1, 2016, between Strategic Advisers, Inc. and T. Rowe Price Associates, Inc., on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(34) of Post-Effective Amendment Nos. 56 & 59.
(35)
Amended and Restated Sub-Advisory Agreement, dated May 1, 2015, between Strategic Advisers, Inc. and Waddell & Reed Investment Management Company, on behalf of Strategic Advisers Core Fund, is incorporated herein by reference to Exhibit (d)(34) of Post-Effective Amendment Nos. 50 & 53.
(36)
Sub-Advisory Agreement, dated March 12, 2013, between Strategic Advisers, Inc. and Prudential Investment Management, Inc. (currently known as PGIM), on behalf of Strategic Advisers Core Income Fund, is incorporated herein by reference to Exhibit (d)(43) of Post-Effective Amendment Nos. 37 & 40.
(37)
Sub-Advisory Agreement, between Strategic Advisers, Inc. and Pyramis Global Advisors, LLC, (currently known as FIAM LLC) on behalf of Strategic Advisers Core Income Fund, is incorporated herein by reference to Exhibit (d)(32) of Post-Effective Amendment Nos. 46 & 49.
(38)
Sub-Advisory Agreement, dated March 12, 2013, between Strategic Advisers, Inc. and Prudential Investment Management, Inc. (currently known as PGIM), on behalf of Strategic Advisers Core Income Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(44) of Post-Effective Amendment Nos. 37 & 40.
(39)
Sub-Advisory Agreement, dated June 7, 2012, between Strategic Advisers, Inc. and Pyramis Global Advisors, LLC, (currently known as FIAM LLC) on behalf of Strategic Advisers Core Income Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(44) of Post-Effective Amendment Nos. 30 & 33.
(40)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(38) of Post-Effective Amendment Nos. 56 & 59.
(41)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC , on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(39) of Post-Effective Amendment Nos. 56 & 59.
(42)
Sub-Advisory Agreement, dated March 12, 2013, between Strategic Advisers, Inc. and AllianceBernstein L.P., on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(46) of Post-Effective Amendment Nos. 37 & 40.
(43)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Aristotle Capital Management, LLC, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(40) of Post-Effective Amendment Nos. 46 & 49.
(44)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(41) of Post-Effective Amendment Nos. 46 & 49.
(45)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and ClariVest Asset Management LLC, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(42) of Post-Effective Amendment Nos. 46 & 49.
(46)
Sub-Advisory Agreement, dated September 8, 2011, between Strategic Advisers, Inc. and First Eagle Investment Management, LLC, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(34) of Post-Effective Amendment Nos. 18 & 21.
(47)
Amended and Restated Sub-Advisory Agreement, dated March 7, 2017 between Strategic Advisers, Inc. and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(46) of Post-Effective Amendment Nos. 58 & 61.
(48)
Sub-Advisory Agreement, dated December 2, 2014, between Strategic Advisers, Inc. and Loomis, Sayles & Company, L.P., on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(46) of Post-Effective Amendment Nos. 46 & 49.
(49)
Amended and Restated Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and LSV Asset Management, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(47) of Post-Effective Amendment Nos. 46 & 49.
(50)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Massachusetts Financial Services Company, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(48) of Post-Effective Amendment Nos. 46 & 49.
(51)
Amended and Restated Sub-Advisory Agreement, dated July 1, 2015, between Strategic Advisers, Inc. and Morgan Stanley Investment Management Inc., on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(47) of Post-Effective Amendment Nos. 52 & 55.
(52)
Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and OppenheimerFunds, Inc., on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(51) of Post-Effective Amendment Nos. 26 & 29.
(53)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Robeco Investment Management, Inc. (currently known as Boston Partners Global Investors, Inc.), on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(52) of Post-Effective Amendment Nos. 46 & 49.
(54)
Amended and Restated Sub-Advisory Agreement, dated April 1, 2016, between Strategic Advisers, Inc. and T. Rowe Price Associates, Inc., on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(55) of Post-Effective Amendment Nos. 56 & 59.
(55)
Amended and Restated Sub-Advisory Agreement, dated May 1, 2015, between Strategic Advisers, Inc. and Waddell & Reed Investment Management Company, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(54) of Post-Effective Amendment Nos. 50 & 53.
(56)
Sub-Advisory Agreement, dated September 6, 2012, between Strategic Advisers, Inc. and Acadian Asset Management LLC, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(49) of Post-Effective Amendment Nos. 33 & 36.
(57)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(58) of Post-Effective Amendment Nos. 56 & 59.
(58)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIL Investment Advisors, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(59) of Post-Effective Amendment Nos. 56 & 59.
(59)
Sub-Advisory Agreement, dated March 5, 2015, between Strategic Advisers, Inc. and M&G Investment Management Limited, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(55) of Post-Effective Amendment Nos. 54 & 57.
(60)
Sub-Advisory Agreement, dated June 4, 2015, between Strategic Advisers, Inc. and Somerset Capital Management LLP, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(58) of Post-Effective Amendment Nos. 50 & 53.
(61)
Sub-Advisory Agreement, dated March 7, 2017, between Strategic Advisers, Inc. and T. Rowe Price Associates, Inc. on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (d)(60) of Post-Effective Amendment Nos. 58 & 61.
(62)
Sub-Advisory Agreement, dated September 6, 2012, between Strategic Advisers, Inc. and Acadian Asset Management LLC, on behalf of Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (d)(51) of Post-Effective Amendment Nos. 33 & 36.
(63)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (d)(64) of Post-Effective Amendment Nos. 56 & 59.
(64)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIL Investment Advisors, on behalf of Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (d)(65) of Post-Effective Amendment Nos. 56 & 59.
(65)
Sub-Advisory Agreement, dated March 5, 2015, between Strategic Advisers, Inc. and M&G Investment Management Limited, on behalf of Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (d)(59) of Post-Effective Amendment Nos. 54 & 57.
(66)
Sub-Advisory Agreement, dated June 4, 2015, between Strategic Advisers, Inc. and Somerset Capital Management LLP, on behalf of Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (d)(62) of Post-Effective Amendment Nos. 50 & 53.
(67)
Sub-Advisory Agreement, dated March 7, 2017, between Strategic Advisers, Inc. and T. Rowe Price Associates, Inc. on behalf of Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (d)(66) of Post-Effective Amendment Nos. 58 & 61.
(68)
Amended and Restated Sub-Advisory Agreement, dated December 6, 2012, between Strategic Advisers, Inc. and ClariVest Asset Management LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(57) of Post-Effective Amendment Nos. 35 & 38.
(69)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(70) of Post-Effective Amendment Nos. 56 & 59.
(70)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(71) of Post-Effective Amendment Nos. 56 & 59.
(71)
Sub-Advisory Agreement, dated December 2, 2014, between Strategic Advisers, Inc. and Loomis Sayles & Company, L.P. on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(62) of Post-Effective Amendment Nos. 46 & 49.
(72)
Sub-Advisory Agreement, dated September 11, 2013, between Strategic Advisers, Inc. and Massachusetts Financial Services Company, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(59) of Post-Effective Amendment Nos. 40 & 43.
(73)
Amended and Restated Sub-Advisory Agreement, dated May 1, 2015, between Strategic Advisers, Inc. and Waddell & Reed Investment Management Company, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (d)(68) of Post-Effective Amendment Nos. 50 & 53.
(74)
Sub-Advisory Agreement, dated December 6, 2012, between Strategic Advisers, Inc. and ClariVest Asset Management LLC, on behalf of Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(62) of Post-Effective Amendment Nos. 35 & 38.
(75)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(78) of Post-Effective Amendment Nos. 56 & 59.
(76)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC, on behalf of Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(79) of Post-Effective Amendment Nos. 56 & 59.
(77)
Sub-Advisory Agreement, dated December 2, 2014, between Strategic Advisers, Inc. and Loomis Sayles & Company, L.P. on behalf of Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(68) of Post-Effective Amendment Nos. 46 & 49.
(78)
Sub-Advisory Agreement, dated September 11, 2013, between Strategic Advisers, Inc. and Massachusetts Financial Services Company, on behalf of Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(65) of Post-Effective Amendment Nos. 40 & 43.
(79)
Amended and Restated Sub-Advisory Agreement, dated May 1, 2015, between Strategic Advisers, Inc. and Waddell & Reed Investment Management Company, on behalf of Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(74) of Post-Effective Amendment Nos. 50 & 53.
(80)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Income Opportunities, is incorporated herein by reference to Exhibit (d)(85) of Post-Effective Amendment Nos. 56 & 59.
(81)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Income Opportunities Fund of Funds, is incorporated herein by reference to Exhibit (d)(86) of Post-Effective Amendment Nos. 56 & 59.
(82)
Sub-Advisory Agreement, dated March 5, 2015, between Strategic Advisers, Inc. and Arrowstreet Capital, Limited Partnership on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(73) of Post-Effective Amendment Nos. 54 & 57.
(83)
Amended and Restated Sub-Advisory Agreement, dated December 6, 2012, between Strategic Advisers, Inc. and Causeway Capital Management LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(67) of Post-Effective Amendment Nos. 35 & 38.
(84)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(89) of Post-Effective Amendment Nos. 56 & 59.
(85)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIL Investment Advisors, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(90) of Post-Effective Amendment Nos. 56 & 59.
(86)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC , on behalf of Strategic Advisers International Fund, incorporated herein by reference to Exhibit (d)(91) of Post-Effective Amendment Nos. 56 & 59.
(87)
Amended and Restated Sub-Advisory Agreement, dated March 1, 2012, between Strategic Advisers, Inc. and Massachusetts Financial Services Company, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(64) of Post-Effective Amendment Nos. 33 & 36.
(88)
Sub-Advisory Agreement, dated September 5, 2014, between Strategic Advisers, Inc. and Thompson, Siegel & Walmsley, LLC, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(77) of Post-Effective Amendment Nos. 46 & 49.
(89)
Amended and Restated Sub-Advisory Agreement, dated December 1, 2016, between Strategic Advisers, Inc. and William Blair Investment Management, L.L.C., on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (d)(94) of Post-Effective Amendment Nos. 56 & 59.
(90)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers International II Fund, is incorporated herein by reference to Exhibit (d)(95) of Post-Effective Amendment Nos. 56 & 59.
(91)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIL Investment Advisors, on behalf of Strategic Advisers International II Fund, is incorporated herein by reference to Exhibit (d)(96) of Post-Effective Amendment Nos. 56 & 59.
(92)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC, on behalf of Strategic Advisers International II Fund, is incorporated herein by reference to Exhibit (d)(97) of Post-Effective Amendment Nos. 56 & 59.
(93)
Sub-Advisory Agreement, dated March 5, 2015, between Strategic Advisers, Inc. and Arrowstreet Capital, Limited Partnership, on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(80) of Post-Effective Amendment Nos. 54 & 57.
(94)
Amended and Restated Sub-Advisory Agreement, dated December 6, 2012, between Strategic Advisers, Inc. and Causeway Capital Management LLC, on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(72) of Post-Effective Amendment Nos. 35 & 38.
(95)
Sub-Advisory Agreement, dated March 1, 2012, between Strategic Advisers, Inc. and Massachusetts Financial Services Company, on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(65) of Post-Effective Amendment Nos. 28 & 31.
(96)
Sub-Advisory Agreement, dated February 19, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(101) of Post-Effective Amendment Nos. 56 & 59.
(97)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIL Investment Advisors, on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(102) of Post-Effective Amendment Nos. 56 & 59.
(98)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC , on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(103) of Post-Effective Amendment Nos. 56 & 59.
(99)
Sub-Advisory Agreement, dated September 5, 2014, between Strategic Advisers, Inc. and Thompson, Siegel & Walmsley, LLC, on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(84) of Post-Effective Amendment Nos. 46 & 49.
(100)
Amended and Restated Sub-Advisory Agreement, dated December 1, 2016, between Strategic Advisers, Inc. and William Blair Investment Management, L.L.C., on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(105) of Post-Effective Amendment Nos. 56 & 59.
(101)
Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and Pyramis Global Advisors, LLC, (currently known as FIAM LLC) on behalf of Strategic Advisers Short Duration Fund, is incorporated herein by reference to Exhibit (d)(71) of Post-Effective Amendment Nos. 30 & 33.
(102)
Amended and Restated Sub-Advisory Agreement, dated July 1, 2014, between Strategic Advisers, Inc. and T. Rowe Price Associates, Inc., on behalf of Strategic Advisers Short Duration Fund, is incorporated herein by reference to Exhibit (d)(87) of Post-Effective Amendment Nos. 54 & 57.
(103)
Sub-Advisory Agreement, dated December 2, 2015, between Strategic Advisers, Inc. and Arrowpoint Asset Management, LLC. (currently known as Arrowmark Partners), on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(89) of Post-Effective Amendment Nos. 54 & 57.
(104)
Sub-Advisory Agreement, dated September 16, 2015, between Strategic Advisers, Inc. and AllianceBernstein L.P., on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(89) of Post-Effective Amendment Nos. 52 & 55.
(105)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Fisher Investments, Inc., on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(89) of Post-Effective Amendment Nos. 46 & 49.
(106)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(112) of Post-Effective Amendment Nos. 56 & 59.
(107)
Amended and Restated Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and Invesco Advisers, Inc., on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(80) of Post-Effective Amendment Nos. 35 & 38.
(108)
Sub-Advisory Agreement, dated March 3, 2016, between Strategic Advisers, Inc. and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(92) of Post-Effective Amendment Nos. 52 & 55.
(109)
Amended and Restated Sub-Advisory Agreement, dated June 8, 2017, between Strategic Advisers, Inc. and LSV Asset Management, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(108) of Post-Effective Amendment Nos. 58 & 61.
(110)
Amended and Restated Sub-Advisory Agreement, dated December 16, 2015, between Strategic Advisers, Inc. and Neuberger Berman Management LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(95) of Post-Effective Amendment Nos. 54 & 57.
(111)
Amended and Restated Sub-Advisory Agreement, dated July 1, 2016, between Strategic Advisers, Inc. and Portolan Capital Management, LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(118) of Post-Effective Amendment Nos. 56 & 59.
(112)
Amended and Restated Sub-Advisory Agreement, dated September 8, 2010, between Strategic Advisers, Inc. and Pyramis Global Advisors, LLC (currently known as FIAM LLC), on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(22) of Post-Effective Amendment Nos. 11 & 14.
(113)
Sub-Advisory Agreement, dated June 7, 2013, between Strategic Advisers, Inc. and RS Investment Management Co. LLC (currently known as Victory Capital Management, Inc.), on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(83) of Post-Effective Amendment Nos. 37 & 40.
(114)
Amended and Restated Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and Systematic Financial Management, L.P., on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(78) of Post-Effective Amendment Nos. 33 & 36.
(115)
Amended and Restated Sub-Advisory Agreement, dated June 8, 2017, between Strategic Advisers, Inc. and The Boston Company Asset Management, LLC, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(114) of Post-Effective Amendment Nos. 58 & 61.
(116)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Victory Capital Management Inc. on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (d)(123) of Post-Effective Amendment Nos. 56 & 59.
(117)
Amended and Restated Sub-Advisory Agreement, dated June 1, 2016, between Strategic Advisers, Inc. and Advisory Research, Inc., on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(124) of Post-Effective Amendment Nos. 56 & 59.
(118)
Sub-Advisory Agreement, dated September 16, 2015, between Strategic Advisers, Inc. and AllianceBernstein L.P., on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(101) of Post-Effective Amendment Nos. 52 & 55.
(119)
Sub-Advisory Agreement, dated December 2, 2015, between Strategic Advisers, Inc. and Arrowpoint Asset Management, LLC. (currently known as Arrowmark Partners), on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(103) of Post-Effective Amendment Nos. 54 & 57.
(120)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Fisher Investments, Inc., on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(99) of Post-Effective Amendment Nos. 46 & 49.
(121)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(127) of Post-Effective Amendment Nos. 56 & 59.
(122)
Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and Invesco Advisers, Inc., on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(39) of Post-Effective Amendment Nos. 23 & 26.
(123)
Sub-Advisory Agreement, dated March 3, 2016, between Strategic Advisers, Inc. and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(104) of Post-Effective Amendment Nos. 52 & 55.
(124)
Amended and Restated Sub-Advisory Agreement, dated June 4, 2015, between Strategic Advisers, Inc. and Kennedy Capital Management, Inc., on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(103) of Post-Effective Amendment Nos. 50 & 53.
(125)
Amended and Restated Sub-Advisory Agreement, dated June 8, 2017, between Strategic Advisers, Inc. and LSV Asset Management, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(124) of Post-Effective Amendment Nos. 58 & 61.
(126)
Amended and Restated Sub-Advisory Agreement, dated December 16, 2015, between Strategic Advisers, Inc. and Neuberger Berman Management LLC, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(108) of Post-Effective Amendment Nos. 54 & 57.
(127)
Amended and Restated Sub-Advisory Agreement, dated July 1, 2016, between Strategic Advisers, Inc. and Portolan Capital Management, LLC, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(134) of Post-Effective Amendment Nos. 56 & 59.
(128)
Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and Pyramis Global Advisors, LLC (currently known as FIAM LLC), on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(82) of Post-Effective Amendment Nos. 30 & 33.
(129)
Sub-Advisory Agreement, dated June 7, 2013, between Strategic Advisers, Inc. and RS Investment Management Co. LLC (currently known as Victory Capital Management, Inc.), on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(91) of Post-Effective Amendment Nos. 37 & 40.
(130)
Sub-Advisory Agreement, dated December 1, 2011, between Strategic Advisers, Inc. and Systematic Financial Management, L.P., on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(67) of Post-Effective Amendment Nos. 22 & 25.
(131)
Amended and Restated Sub-Advisory Agreement, dated June 8, 2017, between Strategic Advisers, Inc. and The Boston Company Asset Management, LLC on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(130) of Post-Effective Amendment Nos. 58 & 61.
(132)
Sub-Advisory Agreement, dated September 4, 2014, between Strategic Advisers, Inc. and Victory Capital Management Inc. on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, , is incorporated herein by reference to Exhibit (d)(139) of Post-Effective Amendment Nos. 56 & 59.
(133)
Form of Sub-Advisory Agreement between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is filed herein as Exhibit (d)(133).
(134)
Form of Sub-Advisory Agreement between Strategic Advisers, Inc. and T. Rowe Price Associates, Inc., on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is filed herein as Exhibit (d)(134).
(135)
Form of Sub-Advisory Agreement between Strategic Advisers, Inc. and Wells Capital Management, Incorporated on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is filed herein as Exhibit (d)(135).
(136)
Form of Sub-SubAdvisory Agreement between FIAM LLC and Fidelity Management & Research (Hong Kong) Limited on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is filed herein as Exhibit (d)(136).
(137)
Form of Sub-SubAdvisory Agreement between FIAM LLC and Fidelity Management & Research (Japan) Limited on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is filed herein as Exhibit (d)(137).
(138)
Form of Sub-SubAdvisory Agreement between FIAM LLC and FMR Investment Management (U.K.) Limited on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, is filed herein as Exhibit (d)(138).
(139)
Sub-Advisory Agreement, dated December 17, 2012, between Strategic Advisers, Inc. and Aristotle Capital Management, LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(92) of Post-Effective Amendment Nos. 35 & 38.
(140)
Amended and Restated Sub-Advisory Agreement, dated June 1, 2014, between Strategic Advisers, Inc. and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(96) of Post-Effective Amendment Nos. 44 & 47.
(141)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(142) of Post-Effective Amendment Nos. 56 & 59.
(142)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(143) of Post-Effective Amendment Nos. 56 & 59.
(143)
Sub-Advisory Agreement, dated March 7, 2017 between Strategic Advisers, Inc. and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(136) of Post-Effective Amendment Nos. 58 & 61.
(144)
Amended and Restated Sub-Advisory Agreement, dated September 8, 2011, between Strategic Advisers, Inc. and LSV Asset Management, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(41) of Post-Effective Amendment Nos. 18 & 21.
(145)
Sub-Advisory Agreement, dated September 11, 2013, between Strategic Advisers, Inc. and Robeco Investment Management, Inc. (currently known as Boston Partners Global Investors, Inc.), on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (d)(104) of Post-Effective Amendment Nos. 40 & 43.
(146)
Sub-Advisory Agreement, dated December 17, 2012, between Strategic Advisers, Inc. and Aristotle Capital Management, LLC, on behalf of Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(97) of Post-Effective Amendment Nos. 35 & 38.
(147)
Amended and Restated Sub-Advisory Agreement, dated June 1, 2014, between Strategic Advisers, Inc. and Brandywine Global Investment Management, LLC, on behalf of Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(102) of Post-Effective Amendment Nos. 44 & 47.
(148)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and FIAM LLC, on behalf of Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(149) of Post-Effective Amendment Nos. 56 & 59.
(149)
Sub-Advisory Agreement, dated October 18, 2016, between Strategic Advisers, Inc. and Geode Capital Management, LLC , on behalf of Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(150) of Post-Effective Amendment Nos. 56 & 59.
(150)
Sub-Advisory Agreement, dated March 7, 2017 between Strategic Advisers, Inc. and J.P. Morgan Investment Management Inc., on behalf of Strategic Advisers Value Multi-Manager Fund , is incorporated herein by reference to Exhibit (d)(143) of Post-Effective Amendment Nos. 58 & 61.
(151)
Sub-Advisory Agreement, dated September 8, 2011, between Strategic Advisers, Inc. and LSV Asset Management, on behalf of Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(42) of Post-Effective Amendment Nos. 18 & 21.
(152)
Sub-Advisory Agreement, dated September 11, 2013, between Strategic Advisers, Inc. and Robeco Investment Management, Inc. (currently known as Boston Partners Global Investors, Inc.), on behalf of Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (d)(110) of Post-Effective Amendment Nos. 40 & 43.
(e)
(1)
General Distribution Agreement, dated December 3, 2009, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Fidelity Strategic Advisers Core Fund (currently known as Strategic Advisers Core Fund), is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment No. 4.
(2)
General Distribution Agreement, dated March 5, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Core Income Fund, is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment No. 8.
(3)
General Distribution Agreement, dated June 7, 2012, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Core Income Multi-Manager Fund, is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment Nos. 30 & 33.
(4)
General Distribution Agreement, dated September 8, 2011, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment Nos. 20 & 23.
(5)
General Distribution Agreement, dated September 8, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Emerging Markets Fund, is incorporated herein by reference to Exhibit (e)(11) of Post-Effective Amendment Nos. 11 & 14.
(6)
General Distribution Agreement, dated March 1, 2012, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (e)(6) of Post-Effective Amendment Nos. 23 & 26.
(7)
General Distribution Agreement, dated March 5, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Growth Fund, is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment No. 7.
(8)
General Distribution Agreement, dated September 8, 2011, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (e)(6) of Post-Effective Amendment Nos. 20 & 23.
(9)
General Distribution Agreement, dated March 5, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Income Opportunities Fund, is incorporated herein by reference to Exhibit (e)(4) of Post-Effective Amendment No. 8.
(10)
General Distribution Agreement, dated June 7, 2012, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Income Opportunities Fund of Funds, is incorporated herein by reference to Exhibit (e)(10) of Post-Effective Amendment Nos. 30 & 33.
(11)
General Distribution Agreement, dated March 5, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers International Fund, is incorporated herein by reference to Exhibit (e)(5) of Post-Effective Amendment No. 8.
(12)
General Distribution Agreement, dated March 5, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers International II Fund, is incorporated herein by reference to Exhibit (e)(6) of Post-Effective Amendment No. 8.
(13)
General Distribution Agreement, dated March 1, 2012, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (e)(13) of Post-Effective Amendment Nos. 23 & 26.
(14)
General Distribution Agreement, dated December 1, 2011, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Short Duration Fund, is incorporated herein by reference to Exhibit (e)(12) of Post-Effective Amendment Nos. 22 & 25.
(15)
General Distribution Agreement, dated March 5, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Small-Mid Cap Fund, is incorporated herein by reference to Exhibit (e)(7) of Post-Effective Amendment No. 8.
(16)
General Distribution Agreement, dated December 1, 2011, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (e)(14) of Post-Effective Amendment Nos. 22 & 25.
(17)
Form of General Distribution Agreement between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund, filed herein as Exhibit (e)(17).
(18)
General Distribution Agreement, dated March 5, 2010, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Value Fund, is incorporated herein by reference to Exhibit (e)(10) of Post-Effective Amendment No. 8.
(19)
General Distribution Agreement, dated September 8, 2011, between Fidelity Rutland Square Trust II and Fidelity Distributors Corporation, on behalf of Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (e)(16) of Post-Effective Amendment Nos. 20 & 23.
(f)
None.
(g)
(1)
Custodian Agreement dated April 12, 2007 between Mellon Bank, N.A. (currently known as The Bank of New York Mellon) and Fidelity Rutland Square Trust II on behalf of Fidelity Strategic Advisers Core Fund (currently known as Strategic Advisers Core Fund), Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Growth Fund, and Strategic Advisers Growth Multi-Manager Fund are incorporated herein by reference to Exhibit (g)(1) of Fidelity Commonwealth Trust IIs (File No. 333-139428) Post-Effective Amendment No. 3.
(2)
Custodian Agreement dated April 12, 2007 between State Street Bank & Trust Company and Fidelity Rutland Square Trust II on behalf of Strategic Advisers Core Income Fund, Strategic Advisers Core Income Multi-Manager Fund, Strategic Advisers Emerging Markets Fund, Strategic Advisers Emerging Markets Fund of Funds, Strategic Advisers Income Opportunities Fund, Strategic Advisers Income Opportunities Fund of Funds, Strategic Advisers International Fund, Strategic Advisers International Multi-Manager Fund, Strategic Advisers International II Fund, Strategic Advisers Short Duration Fund, Strategic Advisers Small-Mid Cap Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, Strategic Advisers Tax-Sensitive Short Duration Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund is incorporated herein by reference to Exhibit (g) of Fidelity Commonwealth Trust IIs (File No. 333-139428) Post-Effective Amendment No. 1.
(h)
(1)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Core Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(1) of Post-Effective Amendment Nos. 46 & 49.
(2)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Core Income Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(2) of Post-Effective Amendment Nos. 46 & 49.
(3)
Amended and Restated Management Fee Waiver Agreement, dated August 26, 2013, between Strategic Advisers Core Income Multi-Manager Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(3) of Post-Effective Amendment Nos. 46 & 49.
(4)
Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Emerging Markets Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(4) of Post-Effective Amendment Nos. 46 & 49.
(5)
Amended and Restated Management Fee Waiver Agreement, dated August 26, 2013, between Strategic Advisers Emerging Markets Fund of Funds and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(5) of Post-Effective Amendment Nos. 46 & 49.
(6)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Growth Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(6) of Post-Effective Amendment Nos. 46 & 49.
(7)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Income Opportunities Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(7) of Post-Effective Amendment Nos. 46 & 49.
(8)
Amended and Restated Management Fee Waiver Agreement, dated August 26, 2013, between Strategic Advisers Income Opportunities Fund of Funds and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(8) of Post-Effective Amendment Nos. 46 & 49.
(9)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers International Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(9) of Post-Effective Amendment Nos. 46 & 49.
(10)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers International II Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(10) of Post-Effective Amendment Nos. 46 & 49.
(11)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Short Duration Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(11) of Post-Effective Amendment Nos. 46 & 49.
(12)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Small-Mid Cap Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(12) of Post-Effective Amendment Nos. 46 & 49.
(13)
Management Fee Waiver Agreement, dated December 6, 2017, between Strategic Advisers Tax-Sensitive Short Duration Fund and Strategic Advisers, Inc. is filed herein as Exhibit (h)(13).
(14)
Amended and Restated Management Fee Waiver Agreement, dated October 1, 2014, between Strategic Advisers Value Fund and Strategic Advisers, Inc. is incorporated herein by reference to Exhibit (h)(13) of Post-Effective Amendment Nos. 46 & 49.
(i)
Legal Opinion of Dechert LLP, dated December 20, 2017, is filed herein as Exhibit (i).
(j)
Not applicable.
(k)
Not applicable.
(l)
Not applicable.
(m)
(1)
Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Strategic Advisers Core Fund (currently known as Strategic Advisers Core Fund) is incorporated herein by reference to Exhibit (m)(1) of Post-Effective Amendment No. 4.
(2)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Income Fund is incorporated herein by reference to Exhibit (m)(3) of Post-Effective Amendment No. 8.
(3)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Income Multi-Manager Fund is incorporated herein by reference to Exhibit (m)(3) of Post-Effective Amendment Nos. 30 & 33.
(4)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Income Multi-Manager Fund: Class F is incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment Nos. 35 & 38.
(5)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Income Multi-Manager Fund: Class L is incorporated herein by reference to Exhibit (m)(5) of Post-Effective Amendment Nos. 40 & 43.
(6)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Income Multi-Manager Fund: Class N is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment Nos. 40 & 43.
(7)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Multi-Manager Fund is incorporated herein by reference to Exhibit (m)(2) of Post-Effective Amendment Nos. 18 & 21.
(8)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Multi-Manager Fund: Class F is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment Nos. 35 & 38.
(9)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Multi-Manager Fund: Class L is incorporated herein by reference to Exhibit (m)(9) of Post-Effective Amendment Nos. 40 & 43.
(10)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Core Multi-Manager Fund: Class N is incorporated herein by reference to Exhibit (m)(10) of Post-Effective Amendment Nos. 40 & 43.
(11)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Emerging Markets Fund is incorporated herein by reference to Exhibit (m)(11) of Post-Effective Amendment Nos. 11 & 14.
(12)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Emerging Markets Fund of Funds is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment Nos. 23 & 26.
(13)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Emerging Markets Fund of Funds: Class F is incorporated herein by reference to Exhibit (m)(9) of Post-Effective Amendment Nos. 35 & 38.
(14)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Emerging Markets Fund of Funds: Class L is incorporated herein by reference to Exhibit (m)(14) of Post-Effective Amendment Nos. 40 & 43.
(15)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Emerging Markets Fund of Funds: Class N is incorporated herein by reference to Exhibit (m)(15) of Post-Effective Amendment Nos. 40 & 43.
(16)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Growth Fund is incorporated herein by reference to Exhibit (m)(2) of Post-Effective Amendment No. 6.
(17)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Growth Multi-Manager Fund is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment Nos. 18 & 21.
(18)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Growth Multi-Manager Fund: Class F is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment Nos. 35 & 38.
(19)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Growth Multi-Manager Fund: Class L is incorporated herein by reference to Exhibit (m)(19) of Post-Effective Amendment Nos. 40 & 43.
(20)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Growth Multi-Manager Fund: Class N is incorporated herein by reference to Exhibit (m)(20) of Post-Effective Amendment Nos. 40 & 43.
(21)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Income Opportunities Fund is incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment No. 8.
(22)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Income Opportunities Fund of Funds is incorporated herein by reference to Exhibit (m)(10) of Post-Effective Amendment Nos. 30 & 33.
(23)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Income Opportunities Fund of Funds: Class F is incorporated herein by reference to Exhibit (m)(15) of Post-Effective Amendment Nos. 35 & 38.
(24)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Income Opportunities Fund of Funds: Class L is incorporated herein by reference to Exhibit (m)(24) of Post-Effective Amendment Nos. 40 & 43.
(25)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Income Opportunities Fund of Funds: Class N is incorporated herein by reference to Exhibit (m)(25) of Post-Effective Amendment Nos. 40 & 43.
(26)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers International Fund is incorporated herein by reference to Exhibit (m)(5) of Post-Effective Amendment No. 8.
(27)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers International II Fund is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment No. 8.
(28)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers International Multi-Manager Fund is incorporated herein by reference to Exhibit (m)(13) of Post-Effective Amendment Nos. 23 & 26.
(29)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers International Multi-Manager Fund: Class F is incorporated herein by reference to Exhibit (m)(19) of Post-Effective Amendment Nos. 35 & 38.
(30)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers International Multi-Manager Fund: Class L is incorporated herein by reference to Exhibit (m)(30) of Post-Effective Amendment Nos. 40 & 43.
(31)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers International Multi-Manager Fund: Class N is incorporated herein by reference to Exhibit (m)(31) of Post-Effective Amendment Nos. 40 & 43.
(32)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Short Duration Fund is incorporated herein by reference to Exhibit (m)(10) of Post-Effective Amendment Nos. 20 & 23.
(33)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Small-Mid Cap Fund is incorporated herein by reference to Exhibit (m)(7) of Post-Effective Amendment No. 8.
(34)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Small-Mid Cap Multi-Manager Fund is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment Nos. 20 & 23.
(35)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Small-Mid Cap Multi-Manager Fund: Class F is incorporated herein by reference to Exhibit (m)(23) of Post-Effective Amendment Nos. 35 & 38.
(36)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Small-Mid Cap Multi-Manager Fund: Class L is incorporated herein by reference to Exhibit (m)(36) of Post-Effective Amendment Nos. 40 & 43.
(37)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Small-Mid Cap Multi-Manager Fund: Class N is incorporated herein by reference to Exhibit (m)(37) of Post-Effective Amendment Nos. 40 & 43.
(38)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Tax-Sensitive Short Duration Fund is filed herein as Exhibit (m)(38).
(39)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Value Fund is incorporated herein by reference to Exhibit (m)(10) of Post-Effective Amendment No. 8.
(40)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Value Multi-Manager Fund is incorporated herein by reference to Exhibit (m)(15) of Post-Effective Amendment Nos. 18 & 21.
(41)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Value Multi-Manager Fund: Class F is incorporated herein by reference to Exhibit (m)(28) of Post-Effective Amendment Nos. 35 & 38.
(42)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Value Multi-Manager Fund: Class L is incorporated herein by reference to Exhibit (m)(43) of Post-Effective Amendment Nos. 40 & 43.
(43)
Distribution and Service Plan pursuant to Rule 12b-1 for Strategic Advisers Value Multi-Manager Fund: Class N is incorporated herein by reference to Exhibit (m)(44) of Post-Effective Amendment Nos. 40 & 43.
(n)
(1)
Amended and Restated Multiple Class of Shares Plan pursuant to Rule 18f-3 for Strategic Advisers Workplace Investing Funds, dated September 11, 2013, on behalf of Fidelity Rutland Square Trust II on behalf of Strategic Advisers Core Income Multi-Manager Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Emerging Markets Fund of Funds, Strategic Advisers Growth Multi-Manager Fund, Strategic Advisers Income Opportunities Fund of Funds, Strategic Advisers International Multi-Manager Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, and Strategic Advisers Value Multi-Manager Fund is incorporated herein by reference to Exhibit (n)(1) of Post-Effective Amendment Nos. 40 & 43.
(2)
Schedule I, dated September 11, 2013, to the Multiple Class of Shares Plan pursuant to Rule 18f-3 for Strategic Advisers Workplace Investing Funds, dated September 11, 2013, on behalf of Strategic Advisers Core Income Multi-Manager Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Emerging Markets Fund of Funds, Strategic Advisers Growth Multi-Manager Fund, Strategic Advisers Income Opportunities Fund of Funds, Strategic Advisers International Multi-Manager Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, and Strategic Advisers Value Multi-Manager Fund is incorporated herein by reference to Exhibit (n)(2) of Post-Effective Amendment Nos. 40 & 43.
(p)
(1)
The 2017 Code of Ethics, adopted by each fund and Strategic Advisers and Fidelity Distributors Corporation pursuant to Rule 17j-1, is incorporated herein by reference to Exhibit (p)(1) of Fidelity Central Investment Portfolios, LLCs (File No. 811-21667) Amendment No. 44.
(2)
The 2017 Code of Ethics, adopted by FIL Investment Advisors, pursuant to Rule 17j-1, on behalf of Strategic Advisers Emerging Markets Fund, Strategic Advisers Emerging Markets Fund of Funds, Strategic Advisers International Fund, Strategic Advisers International II Fund, and Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(2) of Variable Insurance Products Fund IIs (File No. 033-20773) Post-Effective Amendment No. 72.
(3)
Code of Ethics, dated January 2017, adopted by Geode Capital Management, LLC and Geode Capital Management LP pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Growth Fund, Strategic Advisers Growth Multi-Manager Fund, Strategic Advisers International Fund, Strategic Advisers International II Fund, Strategic Advisers International Multi-Manager Fund, Strategic Advisers Small-Mid Cap Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(2) of Fidelity Salem Street Trusts (File No. 002-41839) Post-Effective Amendment No. 363.
(4)
Code of Ethics, adopted by Acadian Asset Management LLC, updated as of January 2016, pursuant to Rule 17j-1, on behalf of Strategic Advisers Emerging Markets Fund and Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (p)(2) of Post-Effective Amendment Nos. 54 & 57.
(5)
Code of Ethics, dated February 1, 2005 and revised March 31, 2016, adopted by Advisory Research, Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(3) of Post-Effective Amendment Nos. 54 & 57.
(6)
Code of Ethics, adopted by Alliance Bernstein, updated as of January 2016, pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Small-Mid Cap Fund, and Strategic Advisers Small-Mid Cap Multi-Manager Fund is incorporated herein by reference to Exhibit (p)(4) of Post-Effective Amendment Nos. 54 & 57.
(7)
Code of Ethics, dated December 3, 2015, adopted by Aristotle Capital Management LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(5) of Post-Effective Amendment Nos. 52 & 55.
(8)
Code of Ethics, dated June 2015, adopted by Arrowpoint Asset Management, LLC, pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(6) of Post-Effective Amendment Nos. 52 & 55.
(9)
Code of Ethics, dated April 1, 2017, adopted by Arrowstreet Capital, Limited Partnership pursuant to Rule 17j-1, on behalf of Strategic Advisers International Fund and Strategic Advisers International Multi-Manager Fund, is filed herein as Exhibit (p)(9).
(10)
Code of Ethics, dated January 2016, adopted by Brandywine Global Investment Management LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Value Fund and Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(8) of Post-Effective Amendment Nos. 54 & 57.
(11)
Code of Ethics, dated June 30, 2016, adopted by Causeway Capital Management LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers International Fund and Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(9) of Post-Effective Amendment Nos. 56 & 59.
(12)
Code of Ethics, dated September 30, 2016, adopted by ClariVest Asset Management LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Growth Fund and Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(10) of Post-Effective Amendment Nos. 56 & 59.
(13)
Code of Ethics dated October 2014, adopted by First Eagle Investment Management, LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund and Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(11) of Post-Effective Amendment Nos. 46 & 49.
(14)
Code of Ethics, dated August 2016, adopted by Fisher Investments, Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund is incorporated herein by reference to Exhibit (p)(12) of Post-Effective Amendment Nos. 56 & 59.
(15)
Code of Ethics, dated January 1, 2017, adopted by Invesco Advisers, Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund, is filed herein as Exhibit (p)(15).
(16)
Code of Ethics, dated March 31, 2016, adopted by J.P. Morgan Investment Management Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Small-Mid Cap Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to (p)(14) of Post-Effective Amendment Nos. 56 & 59.
(17)
Code of Ethics, dated November 19, 2015, adopted by Kennedy Capital Management, Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(15) of Post-Effective Amendment Nos. 52 & 55.
(18)
Code of Ethics, dated August 11, 2016, adopted by Loomis Sayles & Company, L.P. pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Growth Fund, and Strategic Advisers Growth Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(16) of Post-Effective Amendment Nos. 56 & 59.
(19)
Code of Ethics, dated November 11, 2016, adopted by LSV Asset Management pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Small-Mid Cap Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund, is filed herein as Exhibit (p)(19).
(20)
Code of Ethics, dated January 2017, adopted by M&G Investments pursuant to Rule 17j-1, on behalf of Strategic Advisers Emerging Markets Fund and Strategic Advisers Emerging Markets Fund of Funds, is filed herein as Exhibit (p)(20).
(21)
Code of Ethics, dated October 31, 2016, adopted by MFS Investment Management pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Growth Fund, Strategic Advisers Growth Multi-Manager Fund, Strategic Advisers International Fund, and Strategic Advisers International Multi-Manager Fund, is filed herein as Exhibit (p)(21).
(22)
Code of Ethics, dated March 22, 2016, adopted by Morgan Stanley Investment Management pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, and Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(20) of Post-Effective Amendment Nos. 54 & 57.
(23)
Code of Ethics, dated January 2016, adopted by Neuberger Berman Management, LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund, and Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(21) of Post-Effective Amendment Nos. 54 & 57.
(24)
Code of Ethics, dated May 26, 2016, adopted by OppenheimerFunds, Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund and Strategic Advisers Core Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(22) of Post-Effective Amendment Nos. 56 & 59.
(25)
Code of Ethics, dated September 1, 2016, adopted by Portolan Capital Management, LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund is incorporated herein by reference to Exhibit (p)(23) of Post-Effective Amendment Nos. 56 & 59.
(26)
Code of Ethics, dated January 9, 2017, adopted by Prudential Investment Management, Inc. (currently known as PGIM) pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Income Fund and Strategic Advisers Core Income Multi-Manager Fund is filed herein as Exhibit (p)(26).
(27)
Code of Ethics, adopted by Pyramis Global Advisors, LLC (currently known as FIAM LLC) pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Core Income Fund, Strategic Advisers Core Income Multi-Manager Fund, Strategic Advisers Emerging Markets Fund, Strategic Advisers Emerging Markets Fund of Funds, Strategic Advisers Growth Fund, Strategic Advisers Growth Multi-Manager Fund, Strategic Advisers Income Opportunities Fund, Strategic Advisers Income Opportunities Fund of Funds, Strategic Advisers International Fund, Strategic Advisers International II Fund, Strategic Advisers International Multi-Manager Fund, Strategic Advisers Short Duration Fund, Strategic Advisers Small-Mid Cap Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund is incorporated herein by reference to Exhibit (p)(4) of Post-Effective Amendment No. 4.
(28)
Code of Ethics, adopted by Robeco Investment Management, Inc. (currently known as Boston Partners Global Investors, Inc.) pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(22) of Post-Effective Amendment Nos. 42 & 45.
(29)
Code of Ethics, dated July 1, 2014, adopted by RS Investment Management Co. LLC (currently known as Victory Capital Management, Inc.) pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(27) of Post-Effective Amendment Nos. 46 & 49.
(30)
Code of Ethics, adopted by Somerset Capital Management LLP, pursuant to Rule 17j-1, on behalf of Strategic Advisers Emerging Markets Fund and Strategic Advisers Emerging Markets Fund of Funds, is incorporated herein by reference to Exhibit (p)(28) of Post-Effective Amendment Nos. 54 & 57.
(31)
Code of Ethics, dated November 2016, adopted by Systematic Financial Management, L.P. pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund, is filed herein as Exhibit (p)(31).
(32)
Code of Ethics, dated March 1, 2017, adopted by T. Rowe Price Associates, Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Emerging Markets Fund, Strategic Advisers Emerging Markets Fund of Funds, and Strategic Advisers Short Duration Fund , is filed herein as Exhibit (p)(32).
(33)
Code of Ethics, dated November 18, 2015, adopted by The Boston Company Asset Management, LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund is incorporated herein by reference to Exhibit (p)(31) of Post-Effective Amendment Nos. 52 & 55.
(34)
Code of Ethics, dated August 2014, adopted by Thompson, Siegel & Walmsley, LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers International Fund and Strategic Advisers International Multi-Manager Fund is incorporated herein by reference to Exhibit (p)(31) of Post-Effective Amendment Nos. 46 & 49.
(35)
Code of Ethics, dated July 30, 2016, adopted by Victory Capital Management Inc. pursuant to Rule 17j-1, on behalf of Strategic Advisers Small-Mid Cap Fund and Strategic Advisers Small-Mid Cap Multi-Manager Fund is incorporated herein by reference to Exhibit (p)(33) of Post-Effective Amendment Nos. 56 & 59.
(36)
Code of Ethics, dated February 22, 2017, adopted by Waddell & Reed Investment Management Company pursuant to Rule 17j-1, on behalf of Strategic Advisers Core Fund, Strategic Advisers Core Multi-Manager Fund, Strategic Advisers Growth Fund, and Strategic Advisers Growth Multi-Manager Fund, is filed herein as Exhibit (p)(36).
(37)
Code of Ethics, dated April 29, 2014, adopted by William Blair & Company, LLC pursuant to Rule 17j-1, on behalf of Strategic Advisers International Fund and Strategic Advisers International Multi-Manager Fund, is incorporated herein by reference to Exhibit (p)(33) of Post-Effective Amendment Nos. 46 & 49.
Item 29.
Trusts Controlled by or Under Common Control with this Trust
The Board of Trustees of the trust is not the same as the board of the other Fidelity funds, each of which has Fidelity Management & Research Company, or an affiliate, as its adviser. The officers of the Trust are elected separately but are substantially similar to those of the other Fidelity funds. The Trust takes the position that it is not under common control with the other Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.
Item 30.
Indemnification
Pursuant to Del. Code Ann. title 12 § 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article X, Section 10.02 of the Trust Instrument sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, disabling conduct), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Trust Instrument, that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Investments Institutional Operations Company, Inc. (FIIOC) is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:
(1)
any claim, demand, action or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOCs performance under the Transfer Agency Agreement; or
(2)
any claim, demand, action or suit (except to the extent contributed to by FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOCs acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOCs acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOCs acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 31.
Business and Other Connections of Investment Advisors
(1) STRATEGIC ADVISERS, INC.
Strategic Advisers, Inc. serves as investment adviser to the funds and provides investment supervisory services to individuals, banks, thrifts, pension and profit sharing plans, trusts, estates, charitable organizations, corporations, and other business organizations, and provides a variety of publications on investment and personal finance. The directors and officers of Strategic Advisers have held, during the past two fiscal years, the following positions of a substantial nature.
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Suzanne Brennan |
Chief Operating Officer of Strategic Advisers, Inc. |
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Wilfred Chilangwa |
Vice President of Strategic Advisers, Inc. |
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James Cracraft |
Senior Vice President of Strategic Advisers, Inc. |
Peter Brian Enyeart |
Chief Investment Officer of Strategic Advisers, Inc. (2015). |
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Howard J. Galligan III |
Director of Strategic Advisers, Inc. |
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Barry J. Golden |
Vice President of Strategic Advisers, Inc. (2015). |
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Harris Komishane |
Treasurer of FMR, FMRC, FIMM, Strategic Advisers, Inc., and SelectCo (2017). |
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Eric C. Green |
Assistant Treasurer of FMR (2016), FMRC (2016), Strategic Advisers, Inc. (2015), FIMM (2016) and SelectCo (2016); Executive Vice President, Tax and Assistant Treasurer of FMR LLC (2015). Previously served as Assistant Treasurer of FIAM LLC (2016). |
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James Gryglewicz |
Compliance Officer of SelectCo (2014) and Strategic Advisers, Inc. (2015). |
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Heidi M. Haska |
Vice President of Strategic Advisers, Inc. |
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Bruce T. Herring |
President (2015), Director (2016), and Chairman of the Board (2015) of Strategic Advisers, Inc.; President of FRAC. |
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Scott B. Kuldell |
Senior Vice President of Strategic Advisers, Inc. |
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Robert L. MacDonald |
Senior Vice President of Strategic Advisers, Inc. |
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Brian C. McLain |
Assistant Secretary of Strategic Advisers, Inc. (2015). |
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Gregory Pappas |
Vice President of Strategic Advisers, Inc. |
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Roger T. Servison |
Director of Strategic Advisers, Inc. |
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Peter D. Stahl |
Secretary of FDC, FMR LLC, and Strategic Advisers, Inc. (2015); Assistant Secretary of FMR, FMRC, FRAC, FIAM LLC (2015), FIMM, and SelectCo. Previously served as Secretary (2016) and Assistant Secretary (2016) of FMR Japan; Assistant Secretary (2014) of FMR U.K.; Assistant Secretary of Strategic Advisers, Inc. (2015). |
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John A. Stone |
Vice President of Strategic Advisers, Inc. (2015). |
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Linda J. Wondrack |
Chief Compliance Officer of FMR, FMRC, FMR H.K., FMR Investment Management (UK) Limited, FIMM, FIAM LLC, Strategic Advisers, Inc., and SelectCo. Previously served as Chief Compliance Officer of FMR Japan (2016) and FMR U.K. (2016). |
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Derek L. Young |
Director of Strategic Advisers, Inc.; Previously served as President of Strategic Advisers, Inc. (2015). |
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(2)
FIAM, LLC (FIAM)
The directors and officers of FIAM, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Pamela R. Holding |
Director and Chief Investment Officer (2014) |
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Casey M. Condron |
Director (2014), Head of FIAM Institutional Sales and Relationship Management |
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Wilson B. Owens |
Investment Operations Officer (2016). Previously served as Director (2014) and Chief Operating Officer (2015) |
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Ian Baker |
Senior Vice President |
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Horace Codjoe |
Vice President |
Scott Edward Couto |
President, Head of Distribution, and Director of FIAM (2016); President and Director of Fidelity Distributors Corporation (FDC) |
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Kim Daniels |
Assistant Treasurer |
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J. Clay Luby |
Treasurer |
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Carlos PiSierra |
Director (2016) and Chief Financial Officer (2016) |
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Jennifer R. Suellentrop |
Secretary (2014) |
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Brian C. McLain |
Assistant Secretary |
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David H. Shore |
Assistant Secretary |
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Linda J. Wondrack |
Chief Compliance Officer of FMR, FMRC, FMR H.K., FMR U.K., FIMM, FIAM LLC, SelectCo, and Strategic Advisers, Inc. Previously served as Chief Compliance Officer of FMR Japan (2016) and FMR U.K. (2016) |
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Sian Burgess |
Chief Compliance Officer - Canada |
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(3) FIL INVESTMENT ADVISORS (FIA)
The directors and officers of FIA have held the following positions of a substantial nature during the past two fiscal years.
Rohit Mangla |
Chief Compliance Officer of FIA (2017). |
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John Ford |
Director of FIA; Executive Officer and Director of FIJ. |
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Elizabeth Hickmott
Andrew Knights |
Assistant Secretary of FIA.
Director of FIA (2016). |
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Angel Law |
SFC Emergency Contact Person and Compliant Officer of FIA (2016). |
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Dawnella Mason |
Deputy Company Secretary (2016). |
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Michael Ng |
SFC Emergency Contact Person and Compliant Officer of FIA. |
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Allan Pelvang |
Director of FIA. Previously Director of FIJ (2012). |
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Rosalie Powell |
Company Secretary of FIA. |
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Deborah Speight |
Alternate Director to all Directors of FIA. |
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Neal Turchairo |
Director of FIA. |
(4) GEODE CAPITAL MANAGEMENT, LLC (Geode)
Geode serves as investment adviser to a number of other investment companies. Geode may also provide investment advisory services to other investment advisers. The directors and officers have held the following positions of a substantial nature during the past two fiscal years.
(5)
ACADIAN ASSET MANAGEMENT, LLC
The directors and officers of Acadian Asset Management, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Laurent De Greef |
SVP, Director, Global Consultant Relations, Member of Board of Managers |
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John Chisholm |
Executive Vice President, Chief Investment Officer, Member of Board of Managers |
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Churchill Franklin |
Executive Vice President, Chief Executive Officer, Member of Board of Managers |
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Ronald Frashure |
Chairman, Member of Board of Managers |
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Mark Minichiello |
Executive Vice President, Chief Operating Officer, Treasurer, Secretary, Member of Board of Managers |
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Brendan Bradley |
Senior Vice President, Director, Portfolio Management, Member of Board of Managers |
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Ross Dowd |
Executive Vice President, Global Head of Marketing and Client Service, Member of Board of Managers |
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Mauricio Karchmer |
Director, Implementation-Trading and Portfolio Construction, Manager |
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Theodore Noon |
SVP, Director, North American Business Development (2014) |
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Linda Gibson (OM) |
Member of Board of Managers |
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Christopher Hadley (OM) |
Member of Board of Managers |
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Aidan Riordan (OM) |
Member of Board of Managers |
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Stephen Belgrad (OM) |
Member of Board of Managers |
(6)
ADVISORY RESEARCH, INC. (ARI)
The directors and officers of ARI have held, during the past two fiscal years, the following positions of a substantial nature.
Christopher Dyson Crawshaw |
Chief Executive Officer and President |
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Susan L. Steiner |
Chief Compliance Officer |
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Laura M. Moret |
Chief Legal Officer |
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Thomas Gregory Smith |
Board Member |
(7)
ALLIANCEBERNSTEIN L.P.
The directors and officers of AllianceBernstein L.P. have held, during the past two fiscal years, the following positions of a substantial nature.
Peter S. Kraus |
Chairman of the Board and Chief Executive Officer |
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James A. Gingrich |
Chief Operating Officer |
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Laurence E. Cranch |
General Counsel |
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John C. Weisenseel |
Chief Financial Officer |
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Robert P. van Brugge |
Chairman and Chief Executive Officer of Sanford C. Bernstein & Co., LLC |
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Christopher M. Condron |
Director - AllianceBernstein Corporation |
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Denis Duverne |
Director AllianceBernstein Corporation and Deputy Chief Executive Officer of AXA |
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Steven G. Elliott |
Lead Independent Director - AllianceBernstein Corporation |
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Deborah S. Hechinger |
Director - AllianceBernstein Corporation and Independent Consultant on Non-Profit Governance |
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Weston M. Hicks |
Director - AllianceBernstein Corporation and Director, President and Chief Executive Officer, Alleghany Corporation |
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Heidi S. Messer |
Director - AllianceBernstein Corporation and Co-Founder and Chairman of Cross Commerce Media, host to Collective |
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Mark Pearson |
Director - AllianceBernstein Corporation and President and Chief Executive Officer, AXA Financial, Inc. |
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Lorie A. Slutsky |
Director - AllianceBernstein and President and Chief Executive Officer, The New York Community Trust |
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Scott A. Schoen |
Director - AllianceBernstein Corporation and CEO of Babylon Capital Partners, L.P. |
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Kate Burke |
Head of Human Capital and Chief Talent Officer |
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Joshua A. Weinreich |
Director - AllianceBernstein Corporation |
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(8)
ARISTOTLE CAPITAL MANAGEMENT, LLC
The directors and officers of Aristotle Capital, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Richard S. Hollander |
Chairman |
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Howard Gleicher |
CEO & Chief Investment Officer |
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Gary Lisenbee |
Co-CEO and Co-Chief Investment Officer |
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Steve Borowski |
President (2016) |
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Richard Schweitzer |
Chief Financial Officer (2016) and Chief Risk Officer (2016) |
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Michelle Gosom |
Chief Compliance Officer (2016) |
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(9)
ARROWMARK PARTNERS (FORMERLY ARROWPOINT ASSET MANAGEMENT, LLC)
The directors and officers of Arrowpoint Asset Management, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
(10)
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP
The directors and officers of Arrowstreet Capital, Limited Partnership have held, during the past two fiscal years, the following positions of a substantial nature.
Tony Ryan |
Chief Executive Officer, Executive Director |
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Peter Rathjens, Ph.D. |
Chief Investment Officer and Executive Director, Previously served as Partner (2016) |
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Eric Burnett |
Chief Compliance Officer. Previously served as Partner (2016) |
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Nirali Maniar Gandhi |
Chief Financial Officer |
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John Y. Campbell |
Executive Director |
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Tuomo Vuolteenaho |
Executive Director |
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Bruce Clarke |
Non-Executive Director |
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Thomas DeLong |
Non-Executive Director |
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Richard Morris |
Non-Executive Director |
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Albert S. Kyle |
Non-Executive Director |
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(11)
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT LLC
The directors and officers of Brandywine Global Investment Management LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Mark Paul Glassman |
Chief Administrative Officer and Treasurer. Previously served as Executive Vice President (2015) |
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Christopher D. Marzullo |
General Counsel and Chief Compliance Officer |
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David Fenno Hoffman |
Senior Managing Director and Board Chairman. Previously served as Executive Vice President (2015) |
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Paul R. Lesutis |
Senior Managing Director (2015) |
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Henry F. Otto |
Senior Managing Director (2015) |
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Stephen S. Smith |
Senior Managing Director (2015) |
Adam B. Spector |
Managing Director (2015) |
Steven M. Tonkovich |
Senior Managing Director (2015) |
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Patrick S. Kaser |
Managing Director (2015) |
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Thomas C. Merchant |
Secretary (2015) |
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Beth OMalley |
Assistant Secretary (2015) |
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Melissa A. Warren |
Assistant Secretary (2015) |
(12)
CAUSEWAY CAPITAL MANAGEMENT, LLC. (Causeway)
The directors and officers of Causeway have held, during the past two fiscal years, the following positions of a substantial nature.
Gracie V. Fermelia |
Chief Operating Officer, member of Board of Managers of Causeways parent holding company |
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Sarah H. Ketterer |
Chief Executive Officer, Portfolio Manager, member of Board of Managers of Causeways parent holding company |
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Harry W. Hartford |
President, Portfolio Manager, and member of Board of Managers of Causeways parent holding company |
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Turner Swan |
General Counsel, Secretary |
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Dawn M. Vroegop |
Independent Manager of Board of Managers of Causeways parent holding company |
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Kurt J. Decko |
Chief Compliance Officer |
(13)
CLARIVEST ASSET MANAGEMENT LLC
The directors and officers of Clarivest Asset Management LLC have held, during the past two fiscal years, the following positions of a substantial nature.
(14)
FIRST EAGLE INVESTMENT MANAGEMENT, LLC
The directors and officers of First Eagle Investment Management, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Mehdi Mahmud
John P. Arnhold |
President and Chief Executive Officer
Director |
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Albert Pisano |
Senior Vice President and Chief Compliance Officer |
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Robert Bruno |
Senior Vice President |
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Michael M. Kellen |
Director |
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David P. O'Connor |
Senior Vice President and General Counsel |
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Bridget A. Macaskill |
Director |
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Katherine L. Perkins |
Chief Financial Officer |
(15)
FISHER INVESTMENTS, INC.
The directors and officers of Fisher Investments, Inc. have held, during the past two fiscal years, the following positions of a substantial nature.
Kenneth L. Fisher |
Chairman of the Board of Managers, Executive Chairman, and Co-Chief Investment Officer (Co-CIO) |
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Jeffery L. Silk |
Vice Chairman of the Board of Managers and Co-CIO |
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William J. Glaser |
Executive Vice President of Portfolio Management |
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Aaron S. Anderson |
Senior Vice President of Research |
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Steven R. Triplett |
Board of Managers and Chief Operating Officer |
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Damian D. Omani |
Board of Managers and Chief Executive Officer (CEO) |
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Nathan C. Fisher |
Board of Managers, Managing Director of 401(k) Solutions |
(16)
INVESCO ADVISERS, INC. (Invesco)
The directors and officers of Invesco have held, during the past two fiscal years, the following positions of a substantial nature.
(17)
J.P. MORGAN INVESTMENT MANAGEMENT INC.
The directors and officers of J.P. Morgan Investment Management Inc. have held, during the past two fiscal years, the following positions of a substantial nature.
Michael Camacho |
Director/Global Head of Beta Strategies/Managing Director |
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George C. Gatch |
Director/Chairman/Managing Director |
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Paul A. Quinsee |
Global Head of Equity/Director/Managing Director |
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Mark A. Egert |
Chief Compliance Officer/Executive Director |
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Scott E. Richter |
Secretary/Managing Director |
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Craig M. Sullivan |
Director/Treasurer/CFO/Managing Director |
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Anton Pil |
Director/Global Head of Real Assets/Managing Director |
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Lawrence M. Unrein |
Director/CIO-Global Head of Private Equity/Managing Director |
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Meg McClellan |
Director/ Managing Director |
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John T. Donohue |
Director/President/CEO/Managing Director |
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Joy C. Dowd |
Director/Control Officer Executive/Managing Director |
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Jedediah Isiah M. Laskowitz |
Director/ Co-Head of Global Investment Management Solutions/ Managing Director |
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Robert C. Michele |
Director/Investment Team Head/Managing Director |
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Michael F. OBrien |
Director/ Co-Head of Global Investment Management Solutions/ Managing Director |
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Andrew Powell |
Director/Managing Director |
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(18)
KENNEDY CAPITAL MANAGEMENT, INC.
The directors and officers of Kennedy Capital Management, Inc. have held, during the past two fiscal years, the following positions of a substantial nature.
Kimberly D. Wood |
President, Chief Executive Officer, Chairwoman of the Board |
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Frank A. Latuda, Jr. |
Vice President, Chief Investment Officer, Director |
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Richard H. Sinise |
Executive Vice President, Chief Portfolio Manager, Director of Research |
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Donald M. Cobin |
Vice President, Portfolio Manager, Director |
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Niraj S. Shah |
Vice President, Chief Operating Officer |
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Richard E. Oliver |
Vice President, Chief Financial Officer |
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Marilyn K. Lammert |
Vice President, Chief Compliance Officer |
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Robert B. Karn III |
Director |
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John M. Hillhouse |
Director |
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Timothy P. Hasara |
Vice President, Portfolio Manager |
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(19)
LOOMIS, SAYLES & COMPANY, L.P.
The directors and officers of Loomis, Sayles & Company, L.P have held, during the past two fiscal years, the following positions of a substantial nature.
Robert J. Blanding, CIC |
Chairman of the Board of Directors. Previously served as President and Chief Executive Officer (2015) |
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Kevin Charleston |
President, Director, Chief Executive Officer |
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Daniel J. Fuss, CFA, CIC |
Vice Chairman of the Board of Directors, Executive Vice President, Senior Portfolio Manager (2015). Previously served as Portfolio Manager (2015) |
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John F. Gallagher, III |
Executive Vice President, Director, Director of Sales & Marketing |
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John R. Gidman |
Executive Vice President, Director, Chief Operating Officer |
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Jean S. Loewenberg |
Executive Vice President, Director, General Counsel |
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Jaehoon Park |
Executive Vice President, Director, Chief Investment Officer |
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Paul Sherba |
Executive Vice President (2015), Director (2015), and Chief Financial Officer. Previously served as Vice President and Treasurer (2015) |
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Greg Woodgate |
Vice President and Treasurer. Previously served as Controller (2015) |
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David Waldman |
Executive Vice President (2015), Director (2015), Deputy Chief Investment Officer (2015) |
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Estelle Burton |
Vice President (2015), Controller (2015) |
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Don P. Ryan |
Vice President, Chief Compliance Officer, and Counsel |
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John T. Hailer |
Director (2015), President & Chief Executive Officer, Natixis Global Asset Management - The Americas and Asia |
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John F. Russell |
Executive Vice President, Director (2015), Head of Human Resources and Senior Counsel |
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Pierre Servant |
Director (2015), Chief Executive Officer, Natixis Global Asset Management |
(20)
LSV ASSET MANAGEMENT
The directors and officers of LSV Asset Management have held, during the past two fiscal years, the following positions of a substantial nature.
Josh ODonnell |
Chief Legal Officer and Chief Compliance Officer |
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Kevin Phelan |
Chief Operating Officer |
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Josef Lakonishok |
Chief Executive Officer; Chief Investment Officer |
(21)
M&G INVESTMENTS
The directors and officers of M&G Investments have held, during the past two fiscal years, the following positions of a substantial nature.
Anne Richards |
Chair |
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Simon Pilcher |
Director |
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Grant Speirs |
Director |
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Gary Cotton |
Director |
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Jonathan Daniels |
Director |
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Alexander Jeffrey |
Director |
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Graham Mason |
Director |
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Patrick Osborne |
Chief Compliance Officer |
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(22)
MASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)
The directors and officers of MFS have held, during the past two fiscal years, the following positions of a substantial nature.
Robert J. Manning |
Director, Chairman of MFS; Chairman of the Board of Directors |
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Robin A. Stelmach |
Vice Chairman |
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Mark N. Polebaum |
Executive Vice President, Secretary, and General Counsel |
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Amrit B. Kanwal |
Executive Vice President and Chief Financial Officer |
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Michael W. Roberge |
Director, President, Chief Executive Officer, and Chief Investment Officer |
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Carol W. Geremia |
Executive Vice President |
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James A. Jessee |
Executive Vice President |
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Martin J. Wolin |
Chief Compliance Officer (2015) |
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David A. Antonelli |
Vice Chairman |
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Mark A. Leary |
Executive Vice President, Chief Human Resources Officer |
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John M. Corcoran |
Senior Vice President, Corporate Controller |
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Stephen C. Peacher |
Director |
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Colm J. Freyne
Scott Chin |
Director
Treasurer |
(23)
MORGAN STANLEY INVESTMENT MANAGEMENT INC (MSIM)
The directors and officers of MSIM have held, during the past two fiscal years, the following positions of a substantial nature.
(24)
NEUBERGER BERMAN Investment Advisers LLC (NBIA)
The directors and officers of NBIA have held, during the past two fiscal years, the following positions of a substantial nature.
Joseph Amato |
Director, President Equities, (2016); Managing Director and Chief Investment Officer - Equities |
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Robert Conti |
President - Mutual Funds and Managing Director (2016). Previously served as President and Chief Executive Officer (2016) |
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James J. Dempsey |
Chief Financial Officer, Treasurer, Senior Vice President |
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Bradley Tank |
Director, President-Fixed Income, Chief Investment Officer - Fixed Income, Managing Director |
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Andrew Johnson |
Director (2016), Managing Director (2016) |
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Lawrence Kohn |
Chief Operating Officer Equities (2016), Managing Director (2016) |
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Robert Eason |
Chief Operating Officer Fixed Income (2016) and Managing Director (2016) |
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Brad E. Cetron |
Chief Compliance Officer (2016), Head of Compliance (2016) and Managing Director. Previously served as Chief Compliance Officer (B/D) (2016) |
(25)
OPPENHEIMERFUNDS, INC. (OppenheimerFunds)
The directors and officers of OppenheimerFunds have held, during the past two fiscal years, the following positions of a substantial nature.
(26)
PORTOLAN CAPITAL MANAGEMENT, LLC
The directors and officers of Portolan Capital Management, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Christopher Nardone |
Chief Compliance Officer, Chief Financial Officer |
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George McCabe |
Owner, Chief Investment Officer |
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Nancy Bonner |
Chief Operating Officer |
(27)
PGIM (Formerly PRUDENTIAL INVESTMENT MANAGEMENT, INC.)
The directors and officers of Prudential Investment Management, Inc. have held, during the past two fiscal years, the following positions of a substantial nature.
David A. Hunt
Mike Lillard
Jurgen Muhlhauser
Matthew J. Fitzgerald
John M. Ewing |
PGIM Inc. Chairman and President & CEO Chief Investment Officer and Head of PGIM Fixed Income
PGIM Inc. Senior Managing Director and Senior Vice President
PGIM Inc. Chief Financial Officer
Vice President and Chief Compliance Officer
PGIM Inc. Chief Legal Officer and Secretary |
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Betsy L. Friedman |
PGIM, Inc. Vice President Operations |
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David M. Durning |
Senior Managing Director, PGIM Real Estate Finance & Vice President |
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Allan A. Weaver |
PGIM Inc. Senior Managing Director |
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Eric B. Collinet-Adler
Karen E. McQuiston |
Senior Managing Director, PGIM Real Estate & Vice President
Managing Director, PGIM IAS & Vice President |
(28)
BOSTON PARTNERS GLOBAL INVESTORS, INC (Formerly ROBECO INVESTMENT MANAGEMENT, INC.)
The directors and officers of Robeco Investment Management, Inc. have held, during the past two fiscal years, the following positions of a substantial nature.
Joseph Feeney, CFA |
Co-Chief Executive Officer, Director |
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Mark Donovan, CFA |
Co-Chief Executive Officer, Director |
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Matt Davis |
Chief Financial Officer |
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William Butterly, III, Esq |
Chief Operations Officer, Chief Compliance Officer, and General Counsel |
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Masaaki Kawano |
Director |
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(29)
SOMERSET CAPITAL MANAGEMENT, LLP (SOMERSET)
The directors and officers of Somerset have held, during the past two fiscal years, the following positions of a substantial nature.
Dominic Johnson |
Chief Executive Officer and Founding Partner |
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Edward Robertson |
Founding Partner |
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Robert Diggle |
Chief Compliance Officer, Chief Operating Officer, and Partner |
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Oliver Crawley |
Partner |
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Mark Asquith |
Partner |
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Timothy Hay |
Partner |
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Edward Lam |
Partner |
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George Birch Reynardson |
Partner |
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Jacob Rees-Mogg |
Founding Partner |
(30)
SYSTEMATIC FINANCIAL MANAGEMENT, L.P. (Systematic)
The directors and officers of Systematic have held, during the past two fiscal years, the following positions of a substantial nature.
Ronald Matthew Mushock |
Portfolio Manager and Limited Partner |
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Karen Elizabeth Kohler |
Chief Operating Officer, Chief Compliance Officer, and Limited Partner |
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Eoin Middaugh |
Limited Partner and Portfolio Manager |
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D. Kevin McCreesh |
Chief Investment Officer, Portfolio Manager, and Limited Partner |
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Kenneth Burgess |
Limited Partner and Portfolio Manager |
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Gregory Balcom Wood |
Limited Partner and Head Trader |
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|
(31)
T. ROWE PRICE ASSOCIATES, INC.
The directors and officers of T. Rowe Price Associates, Inc. have held, during the past two fiscal years, the following positions of a substantial nature.
Edward C. Bernard |
Director |
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William J. Stromberg |
Director and President |
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John R. Gilner |
Chief Compliance Officer |
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Brian C. Rogers |
Chief Investment Officer and Director |
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Kenneth Van Moreland |
Chief Financial Officer |
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David Ostreicher |
Chief Legal Officer, Corporate Secretary |
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|
(32)
THE BOSTON COMPANY ASSET MANAGEMENT, LLC
The directors and officers of The Boston Company Asset Management, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Adam B. Joffe |
Chief Executive Officer and Chief Operating Officer |
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Daniel J. McCormack |
Executive Vice President, Global Head of Distribution |
(33)
THOMPSON, SIEGEL & WALMSLEY, LLC
The directors and officers of Thompson, Siegel & Walmsley, LLC have held, during the past two fiscal years, the following positions of a substantial nature.
Lawrence E. Gibson |
Managing Member and Chairman |
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Horace P. Whitworth |
Managing Member, Chief Executive Officer, and Chief Financial Officer |
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Frank Reichel |
Managing Member and President |
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Aidan Riordan |
Managing Member, OMAM Representative |
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Cheryl M. Sherman |
Treasurer |
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Lori N. Anderson |
Managing Member, Risk Manager and Director of Operations |
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Jessica L. Thompson, Esq. |
Chief Compliance Officer |
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John L. Reifsnider |
Managing Member, Managing Director |
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Brett P. Hawkins |
Chief Investment Officer |
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(34)
VICTORY CAPITAL MANAGEMENT INC.
The directors and officers of Victory Capital Management Inc. have held, during the past two fiscal years, the following positions of a substantial nature.
David C. Brown |
Chairman, Director, and Chief Executive Officer, VCM, VCH |
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Kelly S. Cliff |
President - Investment Franchises, Director, VCM, VCH |
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Michael D. Policarpo |
Chief Operating Officer, Chief Financial Officer and Treasurer, Director, VCM, VCH |
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Nina Gupta |
Chief Legal Officer and Secretary, Director, VCM, VCH |
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Milton Berlinski |
Director, VCH |
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Caroline Bliss |
Director, VCH |
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Alex Binderow |
Director, VCH |
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Larry Davanzo |
Director, VCH |
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Richard M. DeMartini
James Hawkes
Karin Hirtler-Garvey
Guy Minetti
Alan Rappaport
Colin Kinney |
Director, VCH
Director, VCH
Director, VCH
Director, VCH
Director, VCH
Chief Compliance Officer and Chief Risk Officer |
(35)
WADDELL & REED INVESTMENT MANAGEMENT COMPANY
The directors and officers of Waddell & Reed Investment Management Company have held, during the past two fiscal years, the following positions of a substantial nature.
Officers |
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Christopher W. Rackers |
Senior Vice President, Chief Human Resource Officer |
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Wendy J. Hills |
Senior Vice President and General Counsel |
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JJ Richie |
Vice President (2015) and Chief Compliance Officer (2015) |
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John E. Sundeen, Jr. |
Executive Vice President, Chief Administrative Officer, and Director |
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Brent K. Bloss |
Senior Vice President, Chief Financial Officer, Director, Treasurer |
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Kurt A. Sundeen |
Senior Vice President, Chief Operations Officer |
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Daniel G. Scherman |
Senior Vice President, Chief Risk Officer |
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Thomas W. Butch |
Senior Vice President and Chief Marketing Officer |
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Philip J. Sanders
Jon W. Baker |
Chairman of the Board, Chief Executive Officer, Chief Investment Officer, President, Director
Chief Procurement Officer |
(36)
WELLS CAPITAL MANAGEMENT INCORPORATED (WellsCap)
The directors and officers of WellsCap have held, during the past two fiscal years, the following positions of a substantial nature.
Kirk Hartman |
President and Chief Investment Officer |
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Jon Baranko |
Chief Equity Officer |
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Karen Norton |
Chief Operating Officer |
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Sallie Squire |
Chief Administration Officer |
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Amru Khan |
Sales and Marketing |
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Siobhan Foy |
Chief Compliance Officer |
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David Germany |
Chief Fixed Income Officer |
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James Paulsen |
Chief Investment Strategist |
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Joel Carlson
|
Chief Technology Officer |
(37)
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC (William Blair)
The directors and officers of William Blair have held, during the past two fiscal years, the following positions of a substantial nature.
Edgar David Coolidge III |
Vice Chairman |
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John Ettleson |
President, Chief Executive Officer, and Executive Committee Member |
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Michelle Seitz |
Executive Committee Member |
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Jon Walter Zindel |
Executive Committee Member and Chief Financial Officer |
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Jeffrey Alan Urbina |
Executive Committee Member |
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Arthur Simon |
General Counsel and Executive Committee Member |
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John Moore |
Executive Committee Member |
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Brent Gledhill |
Executive Committee Member |
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Principal business addresses of the investment adviser, sub-advisers and affiliates.
Fidelity Management & Research Company (FMR)
245 Summer Street
Boston, MA 02210
FMR Co., Inc. (FMRC)
245 Summer Street
Boston, MA 02210
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.)
Floor 19, 41 Connaught Road Central
Hong Kong
Fidelity Management & Research (Japan) Limited. (FMR Japan)
245 Summer Street
Boston, MA 02210
Fidelity Management & Research (U.K.) Limited. (FMR U.K.)
245 Summer Street
Boston, MA 02210
Fidelity Research & Analysis Company (FRAC)
245 Summer Street
Boston, MA 02210
Fidelity Investments Money Management, Inc. (FIMM)
245 Summer Street
Boston, MA 02210
FIL Investment Advisors (FIA)
Pembroke Hall
42 Crow Lane
Pembroke HM19, Bermuda
FIL Investment Advisors (UK) Limited (FIA(UK))
Oakhill House,
130 Tonbridge Road,
Hildenborough, TN11 9DZ, United Kingdom
FIL Investments (Japan) Limited (FIJ)
Tri Seven Roppongi
7-7-7 Roppongi, Minato-ku,
Tokyo, Japan 106-0032
Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210
FMR LLC
245 Summer Street
Boston, MA 02210
Fidelity Distributors Corporation (FDC)
100 Salem Street
Smithfield, RI 02917
Acadian Asset Management LLC
260 Franklin Street
Boston, MA 02110
Advisory Research Inc. (ARI)
Two Prudential Plaza, 180 N. Stetson Avenue, Suite 5500
Chicago, IL 60601
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
Aristotle Capital Management, LLC
11100 Santa Monica Boulevard, Suite 1700,
Los Angeles, CA 90025
ArrowMark Partners
100 Fillmore Street, Suite 325
Denver, Colorado 80206
Arrowstreet Capital, LP
200 Clarendon Street, 30th Floor
Boston, Massachusetts 02116
Boston Partners Global Investors, Inc.
1 Beacon Street, 30
th
Floor
Boston, MA 02108
Brandywine Global Investment Management LLC
2929 Arch Street, 8th Floor
Philadelphia, PA 19104
Causeway Capital Management, Inc. (Causeway)
11111 Santa Monica Boulevard, 15th Floor
Los Angeles, CA 90025
ClariVest Asset Management LLC
11452 El Camino Real Suite 250
San Diego, CA 92130
FIAM, LLC
900 Salem Street
Smithfield, RI 02917
First Eagle Investment Management, LLC
1345 Avenue of the Americas
New York, NY 10105
Fisher Investments, Inc.
5525 NW Fisher Creek Drive
Camas, Washington 98607
Geode Capital Management, LLC (Geode)
One Post Office Square, 20th Floor
Boston, MA 02109
Invesco Advisers Inc. (Invesco)
1555 Peachtree, N.E.
Atlanta, Georgia 30309
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, New York 10017
Kennedy Capital Management, Inc.
10829 Olive Boulevard, Suite 100
St. Louis, MO 63141
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts, 02111
LSV Asset Management
1 North Wacker Drive, Suite 4000
Chicago, IL 60606
M&G Investments
Laurence Pountney Hill
London EC4R OHH
Massachusetts Financial Services, Inc. (MFS)
111 Huntington Avenue
Boston, Massachusetts, 02199
Morgan Stanley Investment Management, Inc. (MSIM)
522 Fifth Avenue
New York, NY, 10036
Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, NY 10281
Portolan Capital Management, LLC
Two International Place, 26th Floor
Boston, Massachusetts 02110
PGIM, Inc.
655 Broad Street
Newark, NJ 07102
Fidelity SelectCo, LLC (SelectCo)
1225 17th Street
Denver, CO 80202-5541
Somerset Capital Management LLP
110 Buckingham Place Road
London SW1W 9SA
United Kingdom
Systematic Financial Management, L.P. (Systematic)
300 Frank W. Burr Blvd., 7th Floor
Teaneck, NJ 07666
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
The Boston Company Asset Management, LLC
One Boston Place
Boston, Massachusetts 02108
Thompson, Siegel & Walmsley, LLC
6806 Paragon Place, Suite 300
Richmond, Virginia 23230
Victory Capital Management Inc.
4900 Tiedeman Road 4th Floor
Brooklyn, OH 44144
Waddell & Reed Investment Management Company
6300 Lamar Avenue
P.O. Box 29217
Overland Park, KS 66201
Wells Capital Management Incorporated
525 Market Street, 10 th Floor
San Francisco, CA 94105
William Blair & Company, LLC
222 W. Adams St.
Chicago, IL 60606
Item 32.
Principal Underwriters
(a)
Fidelity Distributors Corporation (FDC) acts as distributor for all funds advised by FMR or an affiliate.
* 100 Salem Street, Smithfield, RI
(c)
Not applicable.
Item 33.
Location of Accounts and Records
All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained by Strategic Advisers, Inc. and Fidelity Investments Institutional Operations Company, Inc., 245 Summer Street, Boston, MA 02210, or the funds respective custodians, The Bank of New York Mellon, 1 Wall Street, New York, NY and State Street Bank & Trust Company, 1776 Heritage Drive, Quincy, MA. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions. The Bank of New York Mellon, headquartered in New York, also may serve as a special purpose custodian of certain assets of Strategic Advisers Core Income Fund, Strategic Advisers Core Income Multi-Manager Fund, Strategic Advisers Emerging Markets Fund, Strategic Advisers Emerging Markets Fund of Funds, Strategic Advisers Income Opportunities Fund, Strategic Advisers Income Opportunities Fund of Funds, Strategic Advisers International Fund, Strategic Advisers International II Fund, Strategic Advisers International Multi-Manager Fund, Strategic Advisers Short Duration Fund, Strategic Advisers Small-Mid Cap Fund, Strategic Advisers Small-Mid Cap Multi-Manager Fund, Strategic Advisers Value Fund, and Strategic Advisers Value Multi-Manager Fund in connection with repurchase agreement transactions.
Item 34.
Management Services
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment Nos. 63 and 66 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 22nd day of December 2017.
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Fidelity Rutland Square Trust II |
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By |
/s/Adrien E. Deberghes |
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Adrien E. Deberghes, President |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
(Signature) |
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(Title) |
(Date) |
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/s/Adrien E. Deberghes |
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President and Treasurer |
December 22, 2017 |
Adrien E. Deberghes |
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(Principal Executive Officer) |
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/s/Howard J. Galligan III |
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Chief Financial Officer |
December 22, 2017 |
Howard J. Galligan III |
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(Principal Financial Officer) |
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/s/Peter C. Aldrich |
* |
Trustee |
December 22, 2017 |
Peter C. Aldrich |
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/s/Ralph F. Cox |
* |
Trustee |
December 22, 2017 |
Ralph F. Cox |
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/s/Mary C. Farrell |
* |
Trustee |
December 22, 2017 |
Mary C. Farrell |
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/s/Bruce T. Herring |
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Trustee |
December 22, 2017 |
Bruce T. Herring |
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/s/Karen Kaplan |
* |
Trustee |
December 22, 2017 |
Karen Kaplan |
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/s/Robert A. Lawrence |
* |
Trustee |
December 22, 2017 |
Robert A. Lawrence |
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/s/Heidi L. Steiger |
* |
Trustee |
December 22, 2017 |
Heidi L. Steiger |
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* |
By: |
/s/Megan C. Johnson |
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Megan C. Johnson, attorney in fact |
POWER OF ATTORNEY
We, the undersigned Trustees of Fidelity Rutland Square Trust II (the Trust), pursuant to the authority granted to the Trusts Board of Trustees in Section 4.01(l) of Article IV of the Trusts Trust Instrument dated March 8, 2006, hereby constitute and appoint Thomas C. Bogle, John V. OHanlon, Robert W. Helm, Megan C. Johnson, and Anthony H. Zacharski, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Trust on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and on our behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after December 6, 2017.
WITNESS our hands on this sixth day of December, 2017.
/s/Peter C. Aldrich |
/s/Mary C. Farrell |
Peter C. Aldrich
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Mary C. Farrell |
/s/Ralph F. Cox |
/s/Robert A. Lawrence |
Ralph F. Cox
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Robert A. Lawrence |
/s/Karen Kaplan |
/s/Heidi L. Steiger |
Karen Kaplan
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Heidi L. Steiger |
1
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG
STRATEGIC ADVISERS, INC.,
FIAM LLC
AND
FIDELITY RUTLAND SQUARE TRUST II
AGREEMENT, made this [___], among Fidelity Rutland Square Trust II (Trust), a Delaware statutory trust, on behalf of Strategic Advisers Tax Sensitive Short Duration Fund (the Fund), Strategic Advisers, Inc. (Adviser), a Massachusetts corporation, and FIAM LLC (Sub-Adviser), a Delaware limited liability company.
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (1940 Act);
WHEREAS, the Adviser and the Sub-Adviser are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act);
WHEREAS, the Trust has retained the Adviser to render investment advisory services to the Trust, on behalf of the Fund, pursuant to a Management Contract dated December 6, 2017 as may be amended from time to time (Advisory Agreement);
WHEREAS, the Advisory Agreement authorizes the Adviser to delegate to one or more other investment advisers any or all of the Advisers duties and obligations under the Advisory Agreement; and
WHEREAS, the Trust and the Adviser wish to retain the Sub-Adviser to render certain investment advisory services to the Fund with respect to the portion of the Funds assets allocated to the Sub-Adviser, as determined from time to time by the Adviser, and the Sub-Adviser is willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed among the Adviser, the Sub-Adviser and the Trust as follows:
1.
Appointment
With respect to the portion of the assets of the Fund allocated, from time to time, by the Adviser to the Sub-Adviser, the Trust and the Adviser hereby appoint the Sub-Adviser to act as investment sub-adviser to the Fund for the periods and on the terms set forth herein. The Sub-Adviser accepts the appointment and agrees to furnish the services set forth herein for the compensation provided in Section 8 of this Agreement.
2.
Services and Duties of Investment Sub-Adviser
Subject to the general supervision and oversight of the Adviser and the Board of Trustees of the Trust (the Board), the Sub-Adviser will:
(a)
provide a program of continuous investment management for the Fund in accordance with the Funds investment objective and policies as stated in the Funds prospectus and statement of additional information filed with the Securities and Exchange Commission (SEC) on Form N-1A, as amended and supplemented from time to time (the Registration Statement) and as provided by the Adviser to the Sub-Adviser;
(b)
invest and reinvest the portion of the assets of the Fund allocated to the Sub-Adviser by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Fund may purchase, sell, enter into or use;
(c)
oversee the placement of purchase and sale orders on behalf of the Fund;
(d)
employ portfolio managers to make investment decisions and securities analysts to provide research services to the Fund;
(e)
subject to the understanding set forth in Section 11(a)(1) of this Agreement, vote all proxies solicited by or with respect to the issuers of securities in which the portion of the assets of the Fund allocated to the Sub-Adviser may be invested in accordance with the Sub-Advisers proxy voting policies and procedures as approved by the Board and in a manner that complies with applicable law; maintain records of all proxies voted on behalf of the Fund; and provide information to the Trust, the Adviser or their designated agent in a manner that is sufficiently complete and timely to ensure the Trusts compliance with its filing obligations under Rule 30b1-4 of the 1940 Act;
(f)
maintain books and records with respect to the Funds securities transactions in accordance with applicable laws, rules and regulations;
(g)
if applicable, and subject to applicable law, to retain affiliated sub-subadvisers to furnish investment management and advisory services to the Sub-Adviser, in connection with the Sub-Advisers portfolio management activities on behalf of the Fund, and to compensate any such sub-subadviser out of the fees received by the Sub-Adviser under this Agreement; and
(h)
to the extent reasonably requested by the Adviser or officers of the Fund, cooperate with and provide reasonable assistance to the Adviser and the Trusts other service providers by (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Fund, (2) providing prompt responses to reasonable requests for information or assistance, including furnishing the Adviser and/or the Fund with statistical information as the Adviser and/or the Fund may reasonably request with respect to the securities that the Fund may hold, and (3) establishing appropriate processes to promote the efficient exchange of information.
The Sub-Adviser further agrees that, in performing its duties hereunder, it will:
(i)
comply in all material respects with (1) the 1940 Act and the Advisers Act and all rules and regulations thereunder and any other applicable federal and state laws and regulations, (2) the rules and regulations of the Commodities Futures Trading Commission, (3) the Internal Revenue Code of 1986, as amended (Code), (4) the investment objectives, strategies, policies, limitations and restrictions of the Fund as described in the Registration Statement, (5) the Trusts Trust Instrument and By-Laws or other organizational documents of the Trust and (6) any written instructions of the Adviser or the Board, provided the Sub-Adviser has had sufficient opportunity to implement such instructions;
The Adviser will provide the Sub-Adviser with advance notice of any change in the Funds investment objectives, strategies, policies, limitations and restrictions as stated in the Registration Statement or in any procedures and policies adopted by the Board and/or the Adviser, and the Sub-Adviser shall, in the performance of its duties and obligations under this Agreement and with respect to the portion of the Funds assets allocated to the Sub-Adviser, manage the Funds portfolio investments in compliance with such changes, provided the Sub-Adviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser and has had sufficient opportunity to implement such changes. In addition to such notice, the Adviser shall provide to the Sub-Adviser a copy of the modified Registration Statement reflecting such changes provided that such Registration Statement was so modified.
(j)
manage the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M and, if applicable, section 817(h) of the Code and regulations issued thereunder;
(k)
keep the Adviser and/or the Board informed of developments materially affecting the Funds portfolio;
(l)
make available to the Board, the Adviser, the Trusts Chief Compliance Officer (CCO) and the Trusts administrator, promptly upon their request, such copies of its records with respect to the Fund as may be required to assist in their compliance with applicable laws and regulations. As reasonably requested by the Board or the Adviser, the Sub-Adviser will complete periodic or special questionnaires and furnish to the Board and/or the Adviser such periodic and special reports regarding the Fund and the Sub-Adviser including, but not limited to, reports concerning transactions and performance of the Fund, quarterly and annual compliance reports and certifications, reports regarding compliance with the Trusts procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under the 1940 Act (as applicable), fundamental investment restrictions, procedures for opening brokerage accounts and commodity trading accounts, liquidity determinations for securities or other instruments held by the Fund such as, among others, securities purchased pursuant to Rule 144A and 4(2) commercial paper, compliance with the Sub-Advisers Code of Ethics, and such other procedures or requirements that the Adviser may reasonably request from time to time;
(m)
make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel as mutually agreed by the Adviser and Sub-Adviser, either in person or, at the mutual convenience of the Board, the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other matters relating to the management of the Fund;
(n)
review draft reports to shareholders and other documents provided to the Sub-Adviser with respect to the information therein that pertains to the Sub-Adviser or the services provided by the Sub-Adviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information contained in such reports or other documents;
(o)
use no material, non-public information concerning portfolio companies that may be in its possession or the possession of any of its affiliates, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Fund;
(p)
promptly notify the Trust, the Adviser and the Board in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser: (i) is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (ii) fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (iii) is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; or (iv) is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust or the Adviser or their affiliates; or is involved in any pending litigation or administrative proceeding involving the affairs of the Trust or the Adviser or their affiliates brought against the Sub-Adviser or any of its management persons (as defined in Rule 206(4)-4 under the Advisers Act). The Sub-Adviser further agrees to notify the Trust and the Adviser promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Trusts Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will promptly notify the Trust, the Adviser and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Fund changes, or if there is an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively;
(q)
not disclose information regarding Fund characteristics, trading history, portfolio holdings, performance information or any other related information to any third-party, except in compliance with the Trusts policies on disclosure of portfolio holdings or as requested by the Adviser; however, Sub-Adviser may include the Funds performance information in the calculation of composite performance information, provided that the Funds performance information is included in the composite in such a way as to prevent anyone from identifying the information contributed by the Fund. In addition, the Adviser acknowledges that the Sub-Adviser manages other accounts following the same investment strategy as the Fund and that these accounts may have different portfolio holdings disclosure policies;
(r)
provide the Adviser, the Trust or the Board with such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds Form N-CSRs and Form N-Qs;
(s)
provide reasonable assistance to the Adviser, custodian or recordkeeping agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Trusts valuation procedures and/or the Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Adviser, custodian or recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Sub-Adviser. This assistance may include (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser or its affiliates who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Boards Valuation Committee convenes; (ii) providing reasonable assistance to the Adviser or the custodian in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the reasonable request of the Adviser or custodian; (iii) upon the request of the Adviser or the custodian, provide assistance in fair valuation of the Trust; and (iv) maintaining records as required by applicable law with respect to any securities valuation assistance provided hereunder, and providing such information to the Adviser or the Trust upon request, with such records being deemed Fund records;
(t)
not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Funds transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act, and, to the extent that multiple sub-advisers may be engaged to provide services to the Fund, the Sub-Adviser shall be responsible for providing investment advisory services only with respect to such portion of the Funds assets as may from time to time be allocated to the Sub-Adviser by the Adviser; and
(u)
provide the Trust and the Adviser with a copy of its Form ADV as most recently filed with the SEC and, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of such amendments to the Trust and the Adviser; and provide the Trust and the Adviser with a copy of its Form ADV Part II as updated from time to time. The Adviser hereby acknowledges having received a current copy of the Sub-Advisers Form ADV Part II, current as of the date hereof.
In performing its obligations under this Agreement, the Sub-Adviser may rely upon information concerning the Funds books and records provided to it by the Adviser, the custodian(s) or other agent(s) designated by the Adviser, and will not independently verify the accuracy or completeness of such information. The Sub-Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Sub-Adviser) shall not be liable for any loss, claim or damages related to such reliance.
3.
Obligations of the Adviser and the Fund
The Adviser will provide, or has provided, to the Sub-Adviser, with a copy of the Registration Statement as filed with the SEC, and of the policies and procedures adopted by the Board and/or the Adviser which the Sub-Adviser is required to implement in managing the portion of the assets of the Fund allocated to the Sub-Adviser or such other information or documents necessary for the management of the Sub-Advisers allocated portion of Fund assets as the Sub-Adviser shall reasonably request or as required by applicable law or regulation. Throughout the term of this Agreement, the Adviser shall continue to provide such information and documents to the Sub-Adviser, including any amendments, updates or supplements to such information or documents before or at the time the amendments, updates or supplements become effective.
4.
Brokerage
The Sub-Adviser may place orders pursuant to its investment determinations for the Fund directly with the issuers of the securities, or with brokers or dealers selected by the Sub-Adviser. The Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Fund. The Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Adviser deems desirable or appropriate. In selecting brokers or dealers to execute transactions on behalf of the Fund, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for the Fund transaction, the Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Trust that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser may cause the Fund to pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either the particular transaction or the overall responsibilities of the Sub-Adviser to the Fund in compliance with Section 28(e) of the 1934 Act. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub-Advisers services to other clients. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser and its affiliates are authorized to effect portfolio transactions for the Fund and to retain brokerage commissions on such transactions. The Sub-Adviser may, but shall not be obligated to, aggregate or bunch orders for the purchase or sale of securities for the Fund with orders for its other clients where: (i) such aggregation or bunching of orders is not inconsistent with the Funds investment objectives, policies and procedures, (ii) the allocation of the securities so purchased or sold, as well as the allocation of expenses incurred in any such transaction, shall be made by the Sub-Adviser in a manner that complies with the Sub-Advisers trade allocation policies and procedures approved by the Board and is fair and equitable in the judgment of the Sub-Adviser and is consistent with the Sub-Advisers fiduciary obligations to the Fund and each of its other clients.
5.
Books, Records and Regulatory Filings
(a)
The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request.
(b)
The Sub-Adviser agrees that it shall furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder that may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws, rules and regulations.
(c)
The Sub-Adviser shall make all filings with the SEC required of it pursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser also shall make all required filings on Schedule 13D or 13G and Form 13F (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) as may be required of the Fund due to the activities of the Sub-Adviser. The Sub-Adviser shall be the sole filer of Form 13F with respect to the portion of the assets of the Fund allocated to the Sub-Adviser by the Adviser.
6.
Standard of Care, Limitation of Liability and Indemnification
(a)
The Sub-Adviser shall exercise its best judgment in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust, the Adviser or the Fund, or affiliated persons of the Adviser or the Fund (collectively, the Adviser Indemnitees) in connection with the matters to which this Agreement relates except a loss resulting from the Sub-Advisers willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties, under this Agreement; provided, however , that nothing herein shall be deemed to protect or purport to protect the Sub-Adviser against any liability to the Adviser Indemnitees for, and the Sub-Adviser shall indemnify and hold harmless the Adviser Indemnitees from, any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which any of the Adviser Indemnitees may become subject arising out of or resulting from (i) the Sub-Advisers failure to meet its standard of care and thereby causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds current Registration Statement or the most current written guidelines, policies or instruction provided in writing by the Board or the Adviser, (ii) the Sub-Adviser causing the Fund to fail to satisfy the diversification or source of income requirements of Subchapter M and, if applicable, section 817(h) of the Code and the regulations issued thereunder , (iii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, shareholder reports, advertisements, sales literature, or other materials pertaining to the Trust or the Fund or the omission to state therein a material fact known to the Sub-Adviser that 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 information furnished to the Adviser or the Trust by the Sub-Adviser for use therein, or (iv) the Sub-Advisers willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties, under this Agreement, or otherwise for breach of this Agreement by the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Trust and the Fund from any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which either the Trust or the Fund may become subject directly arising out of or resulting from a breach of fiduciary duty by the Sub-Adviser under Section 36(b) of the 1940 Act with respect to the receipt of compensation for its services under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or the Fund may have under federal or state securities laws.
(b)
The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument or other organizational document of the Trust and agrees that any obligations of the Trust or the Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from any other fund of the Trust or the shareholders or any individual shareholder of the Fund. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the trustees of the Trust (each, a Trustee and, together, the Trustees) or any individual Trustee or any officers.
(c)
As used in this Section 6, the term Sub-Adviser shall include any officers, directors, employees, independent contractors or other affiliates of the Sub-Adviser performing services with respect to the Fund.
(d)
The Adviser agrees to indemnify and hold harmless the Sub-Adviser from and against, any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which the Sub-Adviser may become subject directly arising out of or resulting from, the Advisers willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.
7.
Risk Acknowledgement
The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis. The Adviser understands that investment decisions made for the Fund by the Sub-Adviser are subject to various market, currency, economic, political, business and structure risks and that those investment decisions will not always be profitable.
8.
Compensation
The Sub-Adviser shall be compensated for the services rendered pursuant to this Agreement in accordance with the terms set forth on Schedule A attached hereto.
9.
Expenses
The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement, excluding those costs of the Fund associated with brokerage activities. The Sub-Adviser shall bear all expenses and costs of the Trust (including reasonable attorneys fees), if any, arising out of a termination or possible termination of this Agreement as a result of an assignment caused by a change of control or management of the Sub-Adviser, including the preparation and mailing of an information statement to shareholders pursuant to a manager-of-managers exemptive order from the SEC, or the preparation, mailing, solicitation and other costs associated with the use of a proxy statement relating to a shareholder vote in respect of a new sub-advisory agreement. The foregoing obligations of the Sub-Adviser shall apply in any circumstance in which the Adviser, in consultation with internal or outside counsel to the Trust, deems that an actual or possible assignment of this Agreement has or may occur, and determines that an information statement should be used, or a vote of shareholders should be obtained, as the case may be.
10.
Services to Other Companies or Accounts
The investment advisory services of the Sub-Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to other investment companies and clients (whether or not their investment objective and policies are similar those of the Fund) and to engage in other activities, provided that such other services and activities do not interfere with or impair the Sub-Advisers ability to fulfill its duties and obligations under this Agreement. If the Sub-Adviser provides any advice to its clients concerning investment in the shares of the Fund, the Sub-Adviser shall act solely for such clients in that regard and not in any way on behalf of the Adviser, the Trust or the Fund.
11.
Compliance Matters
(a)
The Sub-Adviser understands and agrees that it is a service provider to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Trusts CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trusts efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the federal securities laws (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:
(1)
submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Advisers applicable compliance policies and procedures;
(2)
submit annually (and at such other times as the Trust may reasonably request) to the Trusts CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Advisers compliance program, and fully describing any material amendments to such compliance program since the most recent such report;
(3)
provide periodic reports and certifications concerning the Sub-Advisers compliance program and special reports in the event of material compliance matters;
(4)
provide the Adviser and the Trust and its Trustees and officers with reasonable access, including on-site visits with the Sub-Adviser as may be reasonably requested from time to time, to information regarding the aspects of the Sub-Advisers compliance program that may expose the Adviser and the Trust to compliance risks or lead to a violation by the Trust, the Adviser or the Sub-Adviser of the federal securities laws;
(5)
permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Advisers compliance personnel by, among other things, providing the Adviser and the Trusts CCO and other officers with a specified individual within the Sub-Advisers organization to discuss and address compliance-related matters;
(6)
provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Trusts CCO, with such certifications as may be reasonably requested; and
(7)
reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firms opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the annual SAS 70 Report prepared by the Sub-Advisers independent auditors regarding the Sub-Advisers internal controls.
(b)
The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.
(c)
Notwithstanding anything to the contrary herein, the Adviser acknowledges that Sub-Adviser is not the compliance agent for the Trust or for the Adviser, and does not have access to all of the Trusts books and records necessary to perform certain compliance testing. Any of the Sub-Advisers agreement to perform the services in this Section 11 or elsewhere in this Agreement is subject to the understanding that the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trusts book and records.
12.
Duration and Termination
(a)
This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a majority (as defined in the 1940 Act) of the Funds outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 1940 Act) at a meeting called for the purpose of voting on such approval.
(b)
This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a majority (as defined in the 1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its assignment (as defined in the 1940 Act).
(c)
In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the portion of Fund assets under the Sub-Advisers management and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter.
(d)
Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.
13.
Use of Name
(a)
The Sub-Adviser hereby consents to the use of its name and the names of its affiliates in the Funds disclosure documents, shareholder communications, advertising, sales literature and similar communications. The Sub-Adviser shall not use the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Adviser, the Trust, the Fund or any of their affiliates in its marketing materials unless it first receives prior written approval of the Trust and the Adviser.
(b)
It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in question and its affiliates, and that each other party has the right to use such names pursuant to the relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.
14.
Confidential Information
(a)
Each party agrees that it will treat confidentially all information provided by any other party (the Discloser) regarding the Disclosers businesses and operations, including without limitation the investment activities or holdings of the Fund (Confidential Information). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the Recipient) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party without the prior consent of the Discloser, except for any party that is under common control with the Recipient and except for a limited number of employees, attorneys, accountants and other advisers of the Recipient on a need-to-know basis and solely for the purposes of rendering services under this Agreement.
(b)
Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party.
(c)
In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Disclosers Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.
15.
Amendment
This Agreement may be amended in writing signed by the parties to this Agreement in a manner that is in accordance with applicable laws, rules and regulations, as modified or interpreted by any applicable order, exemptive relief or interpretative release issued by the SEC.
16.
Notices
All notices hereunder shall be provided in writing, by facsimile or by email. Notices shall be deemed given if delivered in person or by messenger, certified mail with return receipt, or by a reputable overnight delivery service that provides evidence of receipt to the parties; upon receipt if sent by fax; or upon read receipt or reply if delivered by email, at the following addresses:
If to the Trust:
Fidelity Rutland Square Trust II
245 Summer Street
Boston, MA 02210
Attn.: John Hitt
If to the Adviser:
Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210
Attn.: Chief Operating Officer
With Copy to:
Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210
Attn.: Nicholas Karafotias
If to the Sub-Adviser:
FIAM LLC
900 Salem Street
Smithfield, RI 02917
Attn: Casey Condron
casey.condron@fmr.com
17.
Miscellaneous
(a)
This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof.
(b)
Titles or captions of sections in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions thereof.
(c)
This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties.
(d)
This Agreement and the rights and obligations of the parties hereunder shall be governed by, and interpreted, construed and enforced in accordance with the laws of The Commonwealth of Massachusetts, without giving effect to the choice of laws provisions of that or any other jurisdiction. To the extent that the applicable laws of The Commonwealth of Massachusetts conflict with the applicable provisions of the 1940 Act, the latter shall control. The parties irrevocably consent to submit to the jurisdiction of any federal or state court sitting in The Commonwealth of Massachusetts.
(e)
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected hereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(f)
Notwithstanding anything herein to the contrary, the Sub-Adviser shall be an independent contractor. Nothing herein shall be construed as constituting the Sub-Adviser as an agent of the Adviser, the Trust or the Fund, except to the extent expressly authorized by this Agreement.
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[SIGNATURE LINES OMITTED]
Schedule A
Pursuant to Section 8 of the Investment Sub-Advisory Agreement (the Agreement) among Fidelity Rutland Square Trust II (Trust), on behalf of Strategic Advisers Tax Sensitive Short Duration Fund (the Fund), Strategic Advisers, Inc. (the Adviser) and FIAM LLC (the Sub-Adviser), the Sub-Adviser shall be compensated for the services it performs on behalf of the Fund as follows:
1.
For purposes of calculating the fee to be paid to the Sub-Adviser under this Agreement:
Portfolio Assets shall mean the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategies as agreed to by the Adviser and the Sub-Adviser in separately negotiated investment mandates: Conservative Income Municipal Bond, Limited Term Municipal Income, and Limited Term Municipal Income (1-4 Year) (each, a Strategy).
Aggregated Assets for a particular Strategy shall mean the assets of all registered investment companies managed by the Adviser that are managed by the Sub-Adviser pursuant to that Strategy, including Portfolio Assets.
2.
The Adviser will pay the Sub-Adviser a fee, payable monthly, based on average daily Portfolio Assets (computed in the manner set forth in the Trusts Trust Instrument) determined as of the close of business on each business day throughout the calendar month. The Sub-Advisers fee shall be calculated using the effective rate applicable to Aggregated Assets managed pursuant to a specific Strategy based on the following rate schedules.
Rate Conservative Income Municipal Bond
[_]% ([_] basis points) on all assets
Rate Limited Term Municipal Income
[_]% ([_] basis points) on the first $250 million in assets
[_]% ([_] basis points) on the next $250 million in assets
[_]% ([_] basis points) on any assets in excess of $500 million
Rate Limited Term Municipal Income (1-4 Year)
[_]% ([_] basis points) on all assets
The Sub-Advisers fee shall be computed monthly and, within twelve business days of the end of each calendar month, the Adviser shall transmit to the Sub-Adviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by the Sub-Adviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated on the basis of the number of business days it is so in effect for that month.
The Sub-Adviser agrees to look exclusively to the Adviser, and not to any assets of the Trust or the Fund, for the payment of the Sub-Advisers fees arising under this Paragraph 2.
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG
STRATEGIC ADVISERS, INC.,
T. ROWE PRICE ASSOCIATES, INC.
AND
FIDELITY RUTLAND SQUARE TRUST II
AGREEMENT, made this [_] among Fidelity Rutland Square Trust II (Trust), a Delaware statutory trust, on behalf of the Strategic Advisers Tax-Sensitive Short Duration Fund (the Fund), Strategic Advisers, Inc. (Adviser), a Massachusetts corporation, and T. Rowe Price Associates, Inc. (Sub-Adviser), a Maryland corporation.
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (1940 Act);
WHEREAS, the Adviser and the Sub-Adviser are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act);
WHEREAS, the Trust has retained the Adviser to render investment advisory services to the Trust, on behalf of the Fund, pursuant to a Management Contract dated [____], as may be amended from time to time (Advisory Agreement);
WHEREAS, the Advisory Agreement authorizes the Adviser to delegate to one or more other investment advisers any or all of the Advisers duties and obligations under the Advisory Agreement; and
WHEREAS, the Trust and the Adviser wish to retain the Sub-Adviser to render certain investment advisory services to the Fund with respect to the portion of the Funds assets allocated to the Sub-Adviser, as determined from time to time by the Adviser, and the Sub-Adviser is willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed among the Adviser, the Sub-Adviser and the Trust as follows:
1.
Appointment
The Trust and the Adviser hereby appoint the Sub-Adviser to act as investment sub-adviser to the Fund with respect to the portion of the Funds assets allocated, from time to time, by the Adviser to the Sub-Adviser (the Portfolio), for the periods and on the terms set forth herein. The Sub-Adviser accepts the appointment and agrees to furnish the services set forth herein for the compensation provided in Section 7 of this Agreement.
2.
Services and Duties of Investment Sub-Adviser
Subject to the general supervision and oversight of the Adviser and the Board of Trustees of the Trust (the Board), the Sub-Adviser will:
(a)
provide a program of continuous investment management for the Portfolio in accordance with the Funds investment objective and policies as stated in the Funds prospectus and statement of additional information filed with the Securities and Exchange Commission (SEC) on Form N-1A, as amended and supplemented from time to time (the Registration Statement), and such other limitations as the Trust, the Fund, the Board or the Adviser may impose with respect to the Portfolio by notice to the Sub-Adviser; Such notice may be written or oral. Oral notice will be followed by written notice as soon as reasonably practicable thereafter;
(b)
invest and reinvest the assets of the Portfolio by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Fund may purchase, sell, enter into or use in respect of the Portfolio;
(c)
oversee the placement of purchase and sale orders on behalf of the Fund in respect of the Portfolio;
(d)
employ portfolio managers to make investment decisions and securities analysts to provide research services to the Fund in respect of the Portfolio;
(e)
subject to the understanding set forth in Section 11(a)(1) of this Agreement, and to the timely receipt by the Sub-Adviser of all necessary proxy voting materials, vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested in accordance with the Sub-Advisers proxy voting policies and procedures and in a manner that complies with applicable law; maintain records of all proxies voted on behalf of the Fund in respect of the Portfolio; and provide information to the Trust, the Adviser or their designated agent in a manner that is sufficiently complete and timely to ensure the Trusts compliance with its filing obligations under Rule 30b1-4 of the 1940 Act;
(f)
maintain books and records with respect to the Funds securities transactions in respect of the Portfolio, in accordance with applicable laws, rules and regulations; and
(g)
to the extent reasonably requested by the Adviser or officers of the Fund, and to the extent reasonably practicable for the Sub-Adviser, cooperate with and provide reasonable assistance to the Adviser and the Trusts other service providers by (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Fund, (2) providing prompt responses to reasonable requests for information or assistance, and (3) establishing appropriate processes to promote the efficient exchange of information.
In providing those services, the Sub-Adviser will provide the Adviser and the Fund with an ongoing and continuous investment program in respect of the Portfolio. In addition, the Sub-Adviser will furnish the Adviser and/or the Fund with statistical information as the Adviser and/or the Fund may reasonably request with respect to the securities or other investments in which the assets of the Portfolio may be invested.
The Adviser acknowledges that the Sub-Adviser is not the compliance agent for the Fund or for the Adviser, and does not have access to all of the Funds books and records necessary to perform certain compliance testing. The Adviser acknowledges that to the extent that the Sub-Adviser has agreed to perform the services specified in this Section 2 in accordance with applicable law (including subchapters M and L of the Internal Revenue Code of 1986, as amended (the Code), the 1940 Act and the Advisers Act) and in accordance with the Trusts Instrument and By-Laws, policies and determinations of the Trustees of the Trust, the Adviser, and the Funds Registration Statement, the Sub-Adviser shall perform such services based upon its own internal books and records with respect to the Portfolio, which comprise a portion of the Funds books and records, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement based upon such books and records and such instructions provided by the Fund or the Adviser.
The Sub-Adviser further agrees that, in performing its duties hereunder, it will:
(h)
comply in all material respects with the applicable sections of (1) the 1940 Act and the Advisers Act and all rules and regulations thereunder, (2) any other applicable laws and regulations, including but not limited to applicable securities and anti-corruption laws and regulations, (3) the Sub-Advisers compliance policies and procedures, (4) the rules and regulations of the Commodities Futures Trading Commission, (5) the Internal Revenue Code of 1986, as amended (Code) with respect to the provisions enumerated in paragraph 2(i) below, (6) the investment objectives, strategies, policies, limitations and restrictions of the Fund as described in the Registration Statement, (7) the Trusts Trust Instrument and By-Laws and (8) any written instructions of the Adviser or the Board that are provided to the Sub-Adviser;
(i)
use its commercially reasonable efforts to manage the assets of the Portfolio to comply with the following requirements of the Code and regulations issued thereunder: section 851(b)(2) and section 851(b)(3) (and, if applicable, section 817(h)); provided, however, that with respect to the [_]% voting securities test contained in section 851(b)(3)(A)(ii), the Sub-Adviser will comply with such reasonable requirements as the Trust, the Fund or its Adviser shall furnish to the Sub-Adviser from time to time to keep the Fund from exceeding the [_]% limit with respect to any voting securities;
(j)
keep the Adviser and/or the Board informed of developments materially affecting the Funds portfolio;
(k)
make available to the Board, the Adviser, the Funds Chief Compliance Officer (CCO) and the Trusts administrator, promptly upon their request, such copies of its records with respect to the Fund as may be required to assist in their compliance with applicable laws and regulations. As reasonably requested by the Board or the Adviser, the Sub-Adviser will complete periodic or special questionnaires and furnish to the Board and/or the Adviser such periodic and special reports regarding the Fund and the Sub-Adviser including, but not limited to, reports concerning transactions and performance of the Portfolio, quarterly and annual compliance reports and certifications, reports regarding compliance with the Trusts procedures provided by the Adviser, and updated as appropriate, pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under the 1940 Act (as applicable), quarterly reports identifying known material compliance matters and any material changes to the Sub-Advisers compliance program (including revisions to compliance policies and procedures), fundamental investment restrictions, procedures for opening brokerage accounts and commodity trading accounts, liquidity determinations for securities or other instruments held by the Portfolio such as, among others, securities purchased pursuant to Rule 144A and 4(2) commercial paper, compliance with the Sub-Advisers Code of Ethics, and such other procedures or requirements that the Adviser may reasonably request from time to time;
(l)
make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel as mutually agreed by the Adviser and Sub-Adviser, either in person or, at the mutual convenience of the Board, the Adviser and the Sub-Adviser, by telephone or other electronic media, in order to review the investment policies, performance and other matters relating to the management of the Fund;
(m)
review draft reports to shareholders, registration statements or portions thereof that relate to the Portfolio or the Sub-Adviser and other documents provided to the Sub-Adviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information contained in such reports or other documents;
(n)
not use material, non-public information concerning portfolio companies that may be in its possession or the possession of any of its affiliates, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Fund;
(o)
promptly notify the Trust, the Adviser and the Board in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser: (i) is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (ii) fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (iii) is the subject of an administrative proceeding or receives a formal notice of an enforcement action by the SEC or other regulatory authority; or (iv) is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, directly involving the affairs of the Trust or the Adviser or their affiliates; or is involved in any pending litigation or administrative proceeding directly relating to the Trust or the Adviser brought against the Sub-Adviser or any of its management persons (as defined in Rule 206(4)-4 under the Advisers Act). The Sub-Adviser further agrees to notify the Trust and the Adviser promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Trusts Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will promptly notify the Trust, the Adviser and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Fund changes, or if there is an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively;
(p)
not disclose information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to any third-party, except in compliance with the Trusts policies on disclosure of portfolio holdings;
(q)
provide the Adviser, the Trust or the Board with such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds Form N-CSRs and Form N-Qs;
(r)
provide assistance to the Adviser, custodian or recordkeeping agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Adviser, custodian or recordkeeping agent seeks reasonable assistance from the Sub-Adviser or identifies for review by the Sub-Adviser. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Boards Valuation Committee convenes; (ii) assisting the Adviser or the custodian in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund for which market quotations are not readily available, upon the reasonable request of the Adviser or custodian; (iii) upon the request of the Adviser or the custodian, confirming pricing and providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Adviser or the Trust upon request, with such records being deemed Fund records;
(s)
not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Funds transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act, and, to the extent that multiple sub-advisers may be engaged to provide services to the Fund, the Sub-Adviser shall be responsible for providing investment advisory services only with respect to the Portfolio allocated to the Sub-Adviser by the Adviser; and
(t)
provide the Trust and the Adviser with a copy of its Form ADV as most recently filed with the SEC, notify the Adviser on a quarterly basis of any amendments to the Sub-Advisers Form ADV and furnish a copy of such amendments to the Trust and the Adviser; and provide the Trust and the Adviser with a copy of its Form ADV Part 2A as updated from time to time.
3.
Brokerage
The Sub-Adviser may place orders pursuant to its investment determinations for the Fund directly with the issuers of the securities, or with brokers or dealers selected by the Sub-Adviser. The Sub-Adviser may, in respect of the Portfolio, open and maintain brokerage accounts, and enter into trading agreements of all types on behalf of and in the name of the Fund in respect of the Portfolio. The Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Adviser deems desirable or appropriate. In selecting brokers or dealers to execute transactions on behalf of the Fund, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for the Fund transaction, the Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Trust that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser may cause the Fund to pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either the particular transaction or the overall responsibilities of the Sub-Adviser to the Fund in compliance with Section 28(e) of the 1934 Act. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub-Advisers services to other clients. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser and its affiliates are authorized to effect portfolio transactions for the Fund and to retain brokerage commissions on such transactions. The Sub-Adviser may, but shall not be obligated to, aggregate or bunch orders for the purchase or sale of securities for the Fund with orders for its other clients where: (i) such aggregation or bunching of orders is not inconsistent with the Funds investment objectives, policies and procedures, (ii) the allocation of the securities so purchased or sold, as well as the allocation of expenses incurred in any such transaction, shall be made by the Sub-Adviser in a manner that complies with the Sub-Advisers trade allocation policies and procedures approved by the Board and is fair and equitable in the judgment of the Sub-Adviser and is consistent with the Sub-Advisers fiduciary obligations to the Fund and each of its other clients.
4.
Books, Records and Regulatory Filings
(a)
The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records.
(b)
The Sub-Adviser agrees that it shall furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder that may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws, rules and regulations.
(c)
The Sub-Adviser shall make all filings with the SEC required of it pursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser also shall make all required filings on Form 13F (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect to its portion of the Portfolio as may be required of the Fund due to the activities of the Sub-Adviser and will notify the Adviser if the portion of the Fund managed by the Sub-Adviser holds a portfolio security for which a Schedule 13D or 13G is required based on the ownership level in that portion. The Sub-Adviser shall be the sole filer of Form 13F with respect to its sub advised portion of the Portfolio of the Fund. The Adviser shall determine that the Sub-Advisers filing of Schedule 13D or 13G satisfies the Advisers reporting obligations under the federal securities laws.
5.
Class Action Filings
The Sub-Adviser is not responsible for making any class action filings on behalf of the Trust.
6.
Standard of Care, Limitation of Liability and Indemnification
(a)
The Sub-Adviser shall exercise its best judgment in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust, the Adviser or the Fund, or affiliated persons of the Adviser or the Fund (collectively, the Adviser Indemnitees) in connection with the matters to which this Agreement relates except a loss resulting from the Sub-Advisers willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties, under this Agreement; provided, however , that nothing herein shall be deemed to protect or purport to protect the Sub-Adviser against any liability to the Adviser Indemnitees for, and the Sub-Adviser shall indemnify and hold harmless the Adviser Indemnitees from, any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which any of the Adviser Indemnitees may become subject arising out of or resulting from (i) the Sub-Advisers failure to meet its standard of care and thereby causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds current Registration Statement or the most current written guidelines, policies or instruction provided in writing by the Board or the Adviser, (ii) the Sub-Adviser causing the Fund to fail to satisfy the diversification or source of income requirements of Subchapter M and, if applicable section 817(h) of the Code and regulations issued thereunder, according to the Sub-Advisers books and records which shall be reconciled daily with the books and records of the Fund, (iii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Sub-Adviser or the Portfolio managed by the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser that 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 information furnished to the Adviser or the Trust by the Sub-Adviser for use therein, or (iv) the Sub-Advisers willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties, under this Agreement or otherwise, for a breach of this Agreement by the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Trust and the Fund from any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which either the Trust or the Fund may become subject directly arising out of or resulting from a breach of fiduciary duty by the Sub-Adviser under Section 36(b) of the 1940 Act (Section 36(b)) with respect to the receipt of compensation for its services under this Agreement Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or the Fund may have under federal or state securities laws.
(b)
The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument or other organizational document of the Trust and agrees that any obligations of the Trust or the Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from any other fund of the Trust or the shareholders or any individual shareholder of the Fund. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the trustees of the Trust (each, a Trustee and, together, the Trustees) or any individual Trustee or any officers.
(c)
As used in this Section 6, the term Sub-Adviser shall include any officers, directors, employees, independent contractors or other affiliates of the Sub-Adviser performing services with respect to the Fund.
(d)
The Adviser agrees to indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which the Sub-Adviser may become subject directly arising out of or resulting from, the Advisers willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.
7.
Compensation
The Sub-Adviser shall be compensated for the services rendered pursuant to this Agreement in accordance with the terms set forth on Schedule A attached hereto.
8.
Expenses
The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement, excluding those costs of the Fund associated with brokerage activities. The Sub-Adviser shall bear all expenses and costs of the Trust (including reasonable attorneys fees), if any, arising out of a termination or possible termination of this Agreement as a result of an assignment caused by a change of control or management of the Sub-Adviser, including the preparation and mailing of an information statement to shareholders pursuant to a manager-of-managers exemptive order from the SEC, or the preparation, mailing, solicitation and other costs associated with the use of a proxy statement relating to a shareholder vote in respect of a new sub-advisory agreement. The foregoing obligations of the Sub-Adviser shall apply in any circumstance in which the Adviser, in consultation with internal or outside counsel to the Trust, deems that an actual or possible assignment of this Agreement has or may occur, and determines that an information statement should be used, or a vote of shareholders should be obtained, as the case may be.
9.
Use of Services of Others
In rendering certain non-investment advisory services related to fulfilling requirements under this Agreement, Sub-Adviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an adviser to the Portfolio within the meaning of the 1940 Act. Sub-Adviser shall remain liable to Adviser for the performance of Sub-Advisers obligations hereunder, to extent specified in the Standard of Care, Limitation of Liability and Indemnification provision of this Agreement, and Adviser shall not be responsible for any fees that any such person may charge to Sub-Adviser for such services. The Sub-Adviser may also delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board, which may not be materially amended without prior written approval of the Adviser and the Board, and which provides for its automatic termination in the event this Sub-Advisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Sub-Adviser shall be liable to the Adviser and the Trust for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegate utilized hereunder as if such delegate were a party hereto. The Sub-Adviser shall be solely responsible for compensating any delegate for services rendered, neither the Adviser nor the Trust may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegate.
10.
Services to Other Companies or Accounts
The investment advisory services of the Sub-Adviser to the Fund in respect of the Portfolio under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to other investment companies and clients (whether or not their investment objective and policies are similar to those of the Fund) and to engage in other activities, provided that such other services and activities do not interfere with or impair the Sub-Advisers ability to fulfill its duties and obligations under this Agreement. If the Sub-Adviser provides any advice to its clients concerning investment in the shares of the Fund, the Sub-Adviser shall act solely for such clients in that regard and not in any way on behalf of the Adviser, the Trust or the Fund.
11.
Compliance Matters
(a)
The Sub-Adviser understands and agrees that it is a service provider to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Funds CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trusts efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the federal securities laws (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:
(1)
submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Advisers applicable compliance policies and procedures, it being understood that the Sub-Advisers obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Advisers proxy voting policies and procedures;
(2)
submit annually (and at such other times as the Trust may reasonably request) to the Funds CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Advisers compliance program, and fully describing any material amendments to such compliance program since the most recent such report;
(3)
provide periodic reports, certifications and information concerning the Sub-Advisers compliance program including, but not limited to, the following;
(i)
Quarterly Compliance Certifications , including any required attachments, provided to the Adviser on a best efforts basis by the by the tenth (10th) business day after each calendar quarter and not later than the fifteenth (15 th ) business day after each calendar quarter; and
(ii)
Annual Report on Code of Ethics Matters , including any required attachments, no later than the fifteenth (15 th ) business day of October each year.
(4)
provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Advisers compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time;
(5)
permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Advisers compliance personnel by, among other things, providing the Adviser and the Funds CCO and other officers with a specified individual within the Sub-Advisers organization to discuss and address compliance-related matters;
(6)
provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Funds CCO, with such certifications as may be reasonably requested; and
(7)
reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firms opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Advisers independent auditors regarding the Sub-Advisers internal controls.
(b)
The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.
(c)
The Adviser will provide the Sub-Adviser records to facilitate the Sub-Advisers ability to meet the Sub-Advisers obligations under Rule 206(4)-5 of the Advisers Act. The Sub-Adviser shall treat such records as subject to the applicable confidentiality provision(s) under this Agreement, provided that at no time, unless so required by the applicable laws or relevant regulatory authorities, shall the records be disclosed to or otherwise made available to and shared with any third party or the general public.
12.
Duration and Termination
(a)
This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a majority (as defined in the 1940 Act) of the Funds outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 1940 Act) at a meeting called for the purpose of voting on such approval.
(b)
This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a majority (as defined in the 1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its assignment (as defined in the 1940 Act).
(c)
In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, subject to a confidentiality agreement, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Advisers services provided under this Agreement, including annual compliance reports and certifications.
(d)
Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement for the period that the Sub-Adviser provided services to the Trust.
13.
Use of Name
(a)
The Sub-Adviser hereby consents to the use of its name and the names of its affiliates in the Funds disclosure documents incorporated directly or by reference into the Registration statement. The Adviser shall furnish to the Sub-Adviser for approval shareholder communications, advertising, sales literature and similar communications prepared for distribution to shareholders of the Fund or the public, which make reference to or uses the name of the Sub-Adviser or any of its affiliates, prior to the use thereof (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, the Adviser shall be permitted to use any such materials if the Sub-Adviser does not reasonably object in writing within five (5) business days after receiving such materials. The Adviser will not use any logo related to the name of the Sub-Adviser or its affiliates unless the Adviser enters into a separate licensing agreement with the Sub-Adviser. The Sub-Adviser shall not use any logo related to the name of the Advisor, the Fund or their respective affiliates, the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Adviser, the Trust, the Fund or any of their affiliates in its marketing materials unless it first receives prior written approval of the Trust and the Adviser. The Adviser shall not use the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Sub-Adviser or any of its affiliates in its marketing materials unless it first receives prior written approval of the Sub-Adviser.
(b)
It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in question and its affiliates, and that each other party has the right to use such names pursuant to the relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.
14.
Confidential Information
(a)
Each party agrees that it will treat confidentially all information provided by any other party (the Discloser) regarding the Disclosers businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund and any non-public information (Confidential Information). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the Recipient) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement. The Recipient has a duty not to trade on the Confidential Information. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information to prevent the Confidential Information from being disclosed to third parties.
(b)
Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party.
(c)
In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Disclosers Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.
15.
Amendment
This Agreement may be amended in writing signed by the parties to this Agreement in a manner that is in accordance with applicable laws, rules and regulations, as modified or interpreted by any applicable order, exemptive relief or interpretative release issued by the SEC.
16.
Notices
All notices hereunder shall be provided in writing, by facsimile or by email. Notices shall be deemed given if delivered in person or by messenger, certified mail with return receipt, or by a reputable overnight delivery service that provides evidence of receipt to the parties; upon receipt if sent by fax; or upon read receipt or reply if delivered by email, at the following addresses:
If to the Trust:
Fidelity Rutland Square Trust II
245 Summer Street
Boston, MA 02210
Attn.: Marc Bryant
If to the Adviser:
Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210
Attn.: Chief Operating Officer
With Copy to:
Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210
Attn.: Nicholas Karafotias
If to the Sub-Adviser:
T. Rowe Price Associates, Inc.
Attn: Legal Subadvised Attorney
4515 Painters Mill Road OM-1400
Owings Mills, MD 21117
Email: Legal_Subadvised@troweprice.com
With a copy to:
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
Attn: Legal Subadvised Attorney
17.
Miscellaneous
(a)
This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof.
(b)
Titles or captions of sections in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions thereof.
(c)
This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties.
(d)
This Agreement and the rights and obligations of the parties hereunder shall be governed by, and interpreted, construed and enforced in accordance with the laws of The Commonwealth of Massachusetts, without giving effect to the choice of laws provisions of that or any other jurisdiction. To the extent that the applicable laws of The Commonwealth of Massachusetts conflict with the applicable provisions of the 1940 Act, the latter shall control. The parties irrevocably consent to submit to the jurisdiction of any federal or state court sitting in The Commonwealth of Massachusetts.
(e)
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected hereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(f)
Notwithstanding anything herein to the contrary, the Sub-Adviser shall be an independent contractor. Nothing herein shall be construed as constituting the Sub-Adviser as an agent of the Adviser, the Trust or the Fund, except to the extent expressly authorized by this Agreement.
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Schedule A
Pursuant to Section 7 of the Investment Sub-Advisory Agreement (the Agreement) among Fidelity Rutland Square Trust II (Trust), on behalf of the Strategic Advisers Tax-Sensitive Short Duration Fund (the Fund), Strategic Advisers, Inc. (the Adviser) and T. Rowe Price Associates, Inc., (the Sub-Adviser), the Sub-Adviser shall be compensated for the services it performs on behalf of the Fund as follows:
1.
For purposes of calculating the fee to be paid to the Sub-Adviser under this Agreement:
Portfolio Assets shall mean the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: U.S. Municipal Enhanced Cash Strategy (a Strategy).
Aggregated Assets for a particular Strategy shall mean the assets of all registered investment companies managed by the Adviser that are managed by the Sub-Adviser pursuant to that Strategy, including Portfolio Assets.
2.
The Adviser will pay the Sub-Adviser a fee, payable monthly, based on average daily Portfolio Assets (computed in the manner set forth in the Trusts Trust Instrument) determined as of the close of business on each business day throughout the calendar month. The Sub-Advisers fee shall be calculated using the effective rate applicable to Aggregated Assets managed pursuant to a specific Strategy based on the following rate schedule.
Rate U.S. Municipal Enhanced Cash Strategy
[_]% ([_] basis points) of the first $50 million in assets
[_]% ([_] basis points) of the next $50 million in assets
When assets exceed $100 million the fee rate will be:
[_]% ([_] basis points) on all assets*
When assets exceed $250 million the fee rate will be:
[_]% ([_] basis points) on all assets*
When assets exceed $500 million the fee rate will be:
[_]% ([_] basis points) on all assets*
When assets exceed $1 billion the fee rate will be:
[_]% ([_] basis points) on all assets*
*A transitional adjustment is applied to the fee schedule as assets approach or fall below these breakpoints.
The Sub-Advisers fee shall be accrued daily and computed monthly and, within twelve business days of the end of each calendar month, the Adviser shall transmit to the Sub-Adviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by the Sub-Adviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated on the basis of the number of business days it is so in effect for that month.
The Sub-Adviser agrees to look exclusively to the Adviser, and not to any assets of the Trust or the Fund, for the payment of the Sub-Advisers fees arising under this Paragraph 2.
The Sub-Adviser agrees to provide notice to the Adviser in accordance with Section 16 of this Agreement in the event that the Sub-Adviser enters into an investment sub-advisory agreement to provide investment sub-advisory services to another registered investment company (i) with initial assets to be managed by the Sub-Adviser approximately equal to the initial assets to be managed pursuant to this Agreement; and (ii) pursuant to the same investment mandate and for substantially similar services provided to the Fund under this Agreement for a lower fee schedule than as provided for in this Schedule A.
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG
STRATEGIC ADVISERS, INC.,
WELLS CAPITAL MANAGEMENT, INCORPORATED
AND
FIDELITY RUTLAND SQUARE TRUST II
AGREEMENT, made this [__] among Fidelity Rutland Square Trust II (Trust), a Delaware statutory trust, on behalf of the Strategic Advisers Tax-Sensitive Short Duration Fund (the Fund), Strategic Advisers, Inc. (Adviser), a Massachusetts corporation, and Wells Capital Management, Incorporated (Sub-Adviser), a California corporation.
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (1940 Act);
WHEREAS, the Adviser and the Sub-Adviser are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act);
WHEREAS, the Trust has retained the Adviser to render investment advisory services to the Trust, on behalf of the Fund, pursuant to a Management Contract dated [___], as may be amended from time to time (Advisory Agreement);
WHEREAS, the Advisory Agreement authorizes the Adviser to delegate to one or more other investment advisers any or all of the Advisers duties and obligations under the Advisory Agreement; and
WHEREAS, the Trust and the Adviser wish to retain the Sub-Adviser to render certain investment advisory services to the Fund with respect to the portion of the Funds assets allocated to the Sub-Adviser, as determined from time to time by the Adviser, and the Sub-Adviser is willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed among the Adviser, the Sub-Adviser and the Trust as follows:
1.
Appointment
The Trust and the Adviser hereby appoint the Sub-Adviser to act as investment sub-adviser to the Fund with respect to the portion of the Funds assets allocated, from time to time, by the Adviser to the Sub-Adviser (the Portfolio), for the periods and on the terms set forth herein. The Sub-Adviser accepts the appointment and agrees to furnish the services set forth herein for the compensation provided in Section 7 of this Agreement.
2.
Services and Duties of Investment Sub-Adviser
Subject to the general supervision and oversight of the Adviser and the Board of Trustees of the Trust (the Board), the Sub-Adviser will:
(a)
provide a program of continuous investment management for the Portfolio in accordance with the Funds investment objective and policies as stated in the Funds prospectus and statement of additional information filed with the Securities and Exchange Commission (SEC) on Form N-1A, as amended and supplemented from time to time (the Registration Statement), and such other limitations as the Trust, the Fund, the Board or the Adviser may impose with respect to the Portfolio by notice to the Sub-Adviser;
(b)
invest and reinvest the assets of the Portfolio by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Fund may purchase, sell, enter into or use in respect of the Portfolio;
(c)
oversee the placement of purchase and sale orders on behalf of the Fund in respect of the Portfolio;
(d)
employ portfolio managers to make investment decisions and securities analysts to provide research services to the Fund in respect of the Portfolio;
(e)
subject to the understanding set forth in Section 10(a)(1) of this Agreement, vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested in accordance with the Sub-Advisers proxy voting policies and procedures and in a manner that complies with applicable law; maintain records of all proxies voted on behalf of the Fund in respect of the Portfolio; and provide information to the Trust, the Adviser or their designated agent in a manner that is sufficiently complete and timely to ensure the Trusts compliance with its filing obligations under Rule 30b1-4 of the 1940 Act;
(f)
maintain books and records with respect to the Funds securities transactions in respect of the Portfolio, in accordance with applicable laws, rules and regulations; and
(g)
to the extent reasonably requested by the Adviser or officers of the Fund, cooperate with and provide reasonable assistance to the Adviser and the Trusts other service providers by (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Fund, (2) providing prompt responses to reasonable requests for information or assistance, and (3) establishing appropriate processes to promote the efficient exchange of information.
In providing those services, the Sub-Adviser will provide the Adviser and the Fund with an ongoing and continuous investment program in respect of the Portfolio. In addition, the Sub-Adviser will furnish the Adviser and/or the Fund with statistical information as the Adviser and/or the Fund may reasonably request with respect to the securities or other investments in which the assets of the Portfolio may be invested.
The Sub-Adviser further agrees that, in performing its duties hereunder, it will:
(h)
comply in all material respects with the applicable sections of (1) the 1940 Act and the Advisers Act and all rules and regulations thereunder, (2) any other applicable laws and regulations, including but not limited to applicable securities and anti-corruption laws and regulations, (3) the Sub-Advisers compliance policies and procedures, (4) the rules and regulations of the Commodities Futures Trading Commission, (5) the Internal Revenue Code of 1986, as amended (Code), (6) the investment objectives, strategies, policies, limitations and restrictions of the Fund as described in the Registration Statement, (7) the Trusts Trust Instrument and By-Laws and (8) any written instructions of the Adviser or the Board ;
(i)
manage the assets of the Portfolio to comply with the following requirements of the Code and regulations issued thereunder: section 851(b)(2) and section 851(b)(3) (and, if applicable, section 817(h)); provided, however, that with respect to the 10% voting securities test contained in section 851(b)(3)(A)(ii), the Sub-Adviser will comply with such requirements as the Trust, the Fund or its Adviser shall furnish to the Sub-Adviser from time to time;
(j)
keep the Adviser and/or the Board informed of developments materially affecting the Funds portfolio;
(k)
make available to the Board, the Adviser, the Funds Chief Compliance Officer (CCO) and the Trusts administrator, promptly upon their request, such copies of its records with respect to the Fund as may be required to assist in their compliance with applicable laws and regulations. As reasonably requested by the Board or the Adviser, the Sub-Adviser will complete periodic or special questionnaires and furnish to the Board and/or the Adviser such periodic and special reports regarding the Fund and the Sub-Adviser including, but not limited to, reports concerning transactions and performance of the Portfolio, quarterly and annual compliance reports and certifications, reports regarding compliance with the Trusts procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under the 1940 Act (as applicable), quarterly reports identifying material compliance matters and any material changes to the Sub-Advisers compliance program (including revisions to compliance policies and procedures), fundamental investment restrictions, procedures for opening brokerage accounts and commodity trading accounts, liquidity determinations for securities or other instruments held by the Portfolio such as, among others, securities purchased pursuant to Rule 144A and 4(2) commercial paper, compliance with the Sub-Advisers Code of Ethics, and such other procedures or requirements that the Adviser may reasonably request from time to time;
(l)
make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel as mutually agreed by the Adviser and Sub-Adviser, either in person or, at the mutual convenience of the Board, the Adviser and the Sub-Adviser, by telephone or other electronic media, in order to review the investment policies, performance and other matters relating to the management of the Fund;
(m)
review draft reports to shareholders, registration statements or portions thereof that relate to the Portfolio or the Sub-Adviser and other documents provided to the Sub-Adviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information contained in such reports or other documents;
(n)
use no material, non-public information concerning portfolio companies that may be in its possession or the possession of any of its affiliates, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Fund;
(o)
promptly notify the Trust, the Adviser and the Board in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser: (i) is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (ii) fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (iii) is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; or (iv) is served or otherwise receives notice of any action, suit, proceeding, non-routine inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust or the Adviser or their affiliates; or is involved in any pending litigation or administrative proceeding brought against the Sub-Adviser or any of its management persons. The Sub-Adviser further agrees to notify the Trust and the Adviser promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Trusts Registration Statement, as amended and supplemented from time to time, regarding the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will promptly notify the Trust, the Adviser and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Fund changes, or if there is an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively;
(p)
not disclose information regarding Portfolio or Fund characteristics, trading history, portfolio holdings, performance information or any other related information to any third-party, except in compliance with the Trusts policies on disclosure of portfolio holdings;
(q)
provide the Adviser, the Trust or the Board with such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds Form N-CSRs and Form N-Qs;
(r)
provide assistance to the Adviser, custodian or recordkeeping agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Adviser, custodian or recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Sub-Adviser. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Boards Valuation Committee convenes; (ii) assisting the Adviser or the custodian in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the reasonable request of the Adviser or custodian; (iii) upon the request of the Adviser or the custodian, confirming pricing and providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Adviser or the Trust upon request, with such records being deemed Fund records;
(s)
not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Funds transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act, and, to the extent that multiple sub-advisers may be engaged to provide services to the Fund, the Sub-Adviser shall be responsible for providing investment advisory services only with respect to the Portfolio allocated to the Sub-Adviser by the Adviser; and
(t)
provide the Trust and the Adviser with a copy of its Form ADV as most recently filed with the SEC, notify the Adviser on a quarterly basis of any amendments to the Sub-Advisers Form ADV and furnish a copy of such amendments to the Trust and the Adviser; and provide the Trust and the Adviser with a copy of its Form ADV Part 2A as updated from time to time.
The Sub-Adviser further agrees that it may perform any or all the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement. However, the Sub-Adviser may not retain the services of any entity that would be an investment adviser, as that term is defined in the 1940 Act, to the Fund unless any agreement with such entity has been approved by (i) a majority of the Trusts Board of Trustees, including a majority of the Independent Trustees, and (ii) to the extent necessary, the vote of a majority of the outstanding voting securities of the Fund.
3.
Brokerage
As agent and attorney-in-fact with respect to Portfolio assets, the Sub-Adviser may (a) place orders pursuant to its investment determinations for the Fund directly with the issuers of the securities, or with brokers or dealers selected by the Sub-Adviser (b) in respect of the Portfolio, open and maintain brokerage accounts of all types on behalf of and in the name of the Fund, and (c) enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Adviser deems desirable or appropriate. In selecting brokers or dealers to execute transactions on behalf of the Fund, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for the Fund transaction, the Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Trust that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser may cause the Fund to pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either the particular transaction or the overall responsibilities of the Sub-Adviser to the Fund in compliance with Section 28(e) of the 1934 Act. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub-Advisers services to other clients. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser and its affiliates are authorized to effect portfolio transactions for the Fund and to retain brokerage commissions on such transactions. The Sub-Adviser may, but shall not be obligated to, aggregate or bunch orders for the purchase or sale of securities for the Fund with orders for its other clients where: (i) such aggregation or bunching of orders is not inconsistent with the Funds investment objectives, policies and procedures, (ii) the allocation of the securities so purchased or sold, as well as the allocation of expenses incurred in any such transaction, shall be made by the Sub-Adviser in a manner that complies with the trade allocation policies and procedures approved by the Board and is fair and equitable in the judgment of the Sub-Adviser and is consistent with the Sub-Advisers fiduciary obligations to the Fund and each of its other clients.
4.
Books, Records and Regulatory Filings
(a)
The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records.
(b)
The Sub-Adviser agrees that it shall furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder that may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws, rules and regulations.
(c)
The Sub-Adviser shall make all filings with the SEC required of it pursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser also shall make all required filings on Schedule 13D or 13G and Form 13F (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Portfolio as may be required of the Fund due to the activities of the Sub-Adviser. The Sub-Adviser shall be the sole filer of Form 13F with respect to the Portfolio of the Fund.
5.
Class Action Filings
The Sub-Adviser is not responsible for making any class action filings on behalf of the Trust.
6.
Standard of Care, Limitation of Liability and Indemnification
(a)
The Sub-Adviser shall exercise its best judgment in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust, the Adviser or the Fund, or affiliated persons of the Adviser or the Fund (collectively, the Adviser Indemnitees) in connection with the matters to which this Agreement relates except a loss resulting from the Sub-Advisers willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties, under this Agreement; provided, however , that nothing herein shall be deemed to protect or purport to protect the Sub-Adviser against any liability to the Adviser Indemnitees for, and the Sub-Adviser shall indemnify and hold harmless the Adviser Indemnitees from, any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which any of the Adviser Indemnitees may become subject arising out of or resulting from (i) the Sub-Adviser causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds current Registration Statement or the most current written guidelines, policies or instruction provided in writing by the Board or the Adviser, (ii) the Sub-Adviser causing the Fund to fail to satisfy the requirements set forth in Section 2(i) hereof, (iii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Sub-Adviser or the Portfolio managed by the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser that 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 information furnished to the Adviser or the Trust by the Sub-Adviser for use therein, or (iv) a breach of this Agreement by the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Trust and the Fund from any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which either the Trust or the Fund may become subject directly arising out of or resulting from a breach of fiduciary duty by the Sub-Adviser under Section 36(b) of the 1940 Act (Section 36(b)) with respect to the receipt of compensation for its services under this Agreement. The Sub-Adviser shall also indemnify and hold harmless Adviser and the Independent Trustees for any costs and expenses (including reasonable attorneys fees) incurred in responding to a subpoena or request for information issued in connection with a Section 36(b) proceeding involving the Sub-Adviser. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or the Fund may have under federal or state securities laws.
(b)
The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument or other organizational document of the Trust and agrees that any obligations of the Trust or the Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from any other fund of the Trust or the shareholders or any individual shareholder of the Fund. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the trustees of the Trust (each, a Trustee and, together, the Trustees) or any individual Trustee or any officers.
(c)
As used in this Section 6, the term Sub-Adviser shall include any officers, directors, employees, independent contractors or other affiliates of the Sub-Adviser performing services with respect to the Fund.
(d)
Each party to this Agreement agrees to indemnify and hold harmless the other party from and against any and all claims, losses, expenses, obligations and liabilities (including reasonable attorneys fees) to which the other party may become subject directly arising out of or resulting from, the partys willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.
7.
Compensation
The Sub-Adviser shall be compensated for the services rendered pursuant to this Agreement in accordance with the terms set forth on Schedule A attached hereto.
8.
Expenses
The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement, excluding those costs of the Fund associated with brokerage activities. The Sub-Adviser shall bear all expenses and costs of the Trust (including reasonable attorneys fees), if any, arising out of a termination or possible termination of this Agreement as a result of an assignment caused by a change of control or management of the Sub-Adviser, including the preparation and mailing of an information statement to shareholders pursuant to a manager-of-managers exemptive order from the SEC, or the preparation, mailing, solicitation and other costs associated with the use of a proxy statement relating to a shareholder vote in respect of a new sub-advisory agreement. The foregoing obligations of the Sub-Adviser shall apply in any circumstance in which the Adviser, in consultation with internal or outside counsel to the Trust, deems that an actual or possible assignment of this Agreement has or may occur, and determines that an information statement should be used, or a vote of shareholders should be obtained, as the case may be.
9.
Services to Other Companies or Accounts
The investment advisory services of the Sub-Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to other investment companies and clients (whether or not their investment objective and policies are similar those of the Fund) and to engage in other activities, provided that such other services and activities do not interfere with or impair the Sub-Advisers ability to fulfill its duties and obligations under this Agreement. If the Sub-Adviser provides any advice to its clients concerning investment in the shares of the Fund, the Sub-Adviser shall act solely for such clients in that regard and not in any way on behalf of the Adviser, the Trust or the Fund.
10.
Compliance Matters
(a)
The Sub-Adviser understands and agrees that it is a service provider to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Funds CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trusts efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the federal securities laws (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:
(1)
submit to the Board for its consideration and approval, prior to the effective date of this Agreement, the Sub-Advisers compliance program, it being understood that the Sub-Advisers obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Portfolio may be invested shall be subject to the fulfillment of the condition that the Board approve the Sub-Advisers proxy voting policies and procedures;
(2)
submit annually (and at such other times as the Trust may reasonably request) to the Funds CCO and the Adviser for consideration by the Board, a report discussing the adequacy and effectiveness of the Sub-Advisers compliance program, and fully describing any material amendments to such compliance program since the most recent such report;
(3)
provide periodic reports, certifications and information concerning the Sub-Advisers compliance program including, but not limited to, the following;
(i)
Quarterly Compliance Certifications , including any required attachments, no later than the tenth (10th) business day after each calendar quarter; and
(ii)
Annual Report on Code of Ethics Matters , including any required attachments, no later than the fifteenth (15 th ) business day of October each year.
(4)
provide the Adviser and the Trust and its Trustees and officers with reasonable access to information regarding the Sub-Advisers compliance program, which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time to time;
(5)
permit the Adviser and the Trust and its Trustees and officers to maintain an active working relationship with the Sub-Advisers compliance personnel by, among other things, providing the Adviser and the Funds CCO and other officers with a specified individual within the Sub-Advisers organization to discuss and address compliance-related matters;
(6)
provide the Adviser and its chief compliance officer and the Trust and its Trustees and officers, including the Funds CCO, with such certifications as may be reasonably requested; and
(7)
reasonably cooperate with any independent registered public accounting firm engaged by the Trust, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered public accounting firms opinion, and each year provide the Adviser and such independent registered public accounting firm with a copy of the most recent SSAE 16 Report prepared by the Sub-Advisers independent auditors regarding the Sub-Advisers internal controls.
(b)
The Sub-Adviser represents, warrants and covenants that it has implemented and shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act.
11.
Duration and Termination
(a)
This Agreement shall be effective immediately as of the date set forth above and shall continue in effect for two years from its effective date with respect to the Fund, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a majority (as defined in the 1940 Act) of the Funds outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 1940 Act) at a meeting called for the purpose of voting on such approval.
(b)
This Agreement is terminable with respect to the Fund, without penalty, on sixty (60) days written notice to the Sub-Adviser: (i) by the Trust, pursuant to (A) action by the Board or (B) the vote of the holders of a majority (as defined in the 1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days written notice to the Adviser and the Trust. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its assignment (as defined in the 1940 Act).
(c)
In the event of a termination of this Agreement for any reason with respect to the Fund, the Sub-Adviser shall reasonably cooperate with any transition manager or successor investment sub-adviser and with the Adviser in transitioning the management of the Portfolio to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a list of holdings for the Portfolio and such other information as required by the transition management agreement, into which the Adviser and the transition manager will, at that time, enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Advisers services provided under this Agreement, including annual compliance reports and certifications.
(d)
Termination of this Agreement shall not affect the rights or obligations of the Adviser, the Adviser Indemnitees and the Sub-Adviser under Section 6 of this Agreement.
12.
Use of Name
(a)
The Sub-Adviser hereby consents to the use of its name and the names of its affiliates in the Funds disclosure documents, shareholder communications, advertising, sales literature and similar communications. The Sub-Adviser shall not use the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Adviser, the Trust, the Fund or any of their affiliates in its marketing materials unless it first receives prior written approval of the Trust and the Adviser.
(b)
It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in question and its affiliates, and that each other party has the right to use such names pursuant to the relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.
13.
Confidential Information
(a)
Each party agrees that it will treat confidentially all information provided by any other party (the Discloser) regarding the Disclosers businesses and operations, including without limitation the investment activities or holdings of the Portfolio or the Fund (Confidential Information). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the Recipient) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.
(b)
Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party.
(c)
In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding, to disclose any of the Disclosers Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information.
14.
Amendment
This Agreement may be amended in writing signed by the parties to this Agreement in a manner that is in accordance with applicable laws, rules and regulations, as modified or interpreted by any applicable order, exemptive relief or interpretative release issued by the SEC.
15.
Notices
All notices hereunder shall be provided in writing, by facsimile or by email. Notices shall be deemed given if delivered in person or by messenger, certified mail with return receipt, or by a reputable overnight delivery service that provides evidence of receipt to the parties; upon receipt if sent by fax; or upon read receipt or reply if delivered by email, at the following addresses:
If to the Trust:
Fidelity Rutland Square Trust II
245 Summer Street
Boston, MA 02210
Attn.: Marc Bryant
If to the Adviser:
Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210
Attn.: Chief Operating Officer
With Copy to:
Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210
Attn.: Nicholas Karafotias
If to the Sub-Adviser:
Wells Capital Management, Incorporated
525 Market Street, 10 th Floor
San Francisco, CA 94105
Attn: Client Administration Group
16.
Miscellaneous
(a)
This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof.
(b)
Titles or captions of sections in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions thereof.
(c)
This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties.
(d)
This Agreement and the rights and obligations of the parties hereunder shall be governed by, and interpreted, construed and enforced in accordance with the laws of The Commonwealth of Massachusetts, without giving effect to the choice of laws provisions of that or any other jurisdiction. To the extent that the applicable laws of The Commonwealth of Massachusetts conflict with the applicable provisions of the 1940 Act, the latter shall control. The parties irrevocably consent to submit to the jurisdiction of any federal or state court sitting in The Commonwealth of Massachusetts.
(e)
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected hereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(f)
Notwithstanding anything herein to the contrary, the Sub-Adviser shall be an independent contractor. Nothing herein shall be construed as constituting the Sub-Adviser as an agent of the Adviser, the Trust or the Fund, except to the extent expressly authorized by this Agreement.
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[SIGNATURE LINES OMITTED]
Schedule A
Pursuant to Section 7 of the Investment Sub-Advisory Agreement (the Agreement) among Fidelity Rutland Square Trust II (Trust), on behalf of the Strategic Advisers Tax-Sensitive Short Duration Fund (the Fund), Strategic Advisers, Inc. (the Adviser) and Wells Capital Management, Incorporated, (the Sub-Adviser), the Sub-Adviser shall be compensated for the services it performs on behalf of the Fund as follows:
1.
For purposes of calculating the fee to be paid to the Sub-Adviser under this Agreement:
Portfolio Assets shall mean the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Ultra Short Plus Tax-Advantaged Fixed Income strategy (a Strategy).
Aggregated Assets for a particular Strategy shall mean the assets of all registered investment companies managed by the Adviser that are managed by the Sub-Adviser pursuant to that Strategy, including Portfolio Assets.
2.
The Adviser will pay the Sub-Adviser a fee, payable monthly, based on average daily Portfolio Assets (computed in the manner set forth in the Trusts Trust Instrument) determined as of the close of business on each business day throughout the calendar month. The Sub-Advisers fee shall be calculated using the effective rate applicable to Aggregated Assets managed pursuant to a specific Strategy based on the following rate schedule.
Rate
[_]% ([_] basis points) on first $250 million in assets
[_]% ([_] basis points) on the next $250 million in assets
[_]% ([_] basis points) on the next $500 million in assets
When assets exceed $1 billion the fee rate will be:
[_]% ([_] basis points) on all assets
When assets exceed $2.5 billion the fee rate will be:
[_]% ([_] basis points) on all assets
The Sub-Advisers fee shall be computed monthly and, within twelve business days of the end of each calendar month, the Adviser shall transmit to the Sub-Adviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by the Sub-Adviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated on the basis of the number of business days it is so in effect for that month.
The Sub-Adviser agrees to look exclusively to the Adviser, and not to any assets of the Trust or the Fund, for the payment of the Sub-Advisers fees arising under this Paragraph 2.
If the Sub-Adviser, at any time subsequent to the date of this Agreement, enters into a new investment management agreement (a) with a new and similar client type (b) invested in the same strategy, (c) with investment objectives, guideline provisions, operational requirements, and risk parameters directly comparable to those contained in this Agreement, (d) such that there is an equivalent investment advisory and servicing relationship established (e) with a substantially similar dollar level of fee-generating assets at a lower effective fee for each applicable tier on the Advisers fee schedule, (excluding clients with fees that are structured to include a performance based component and also excluding clients that have purchased any additional services offered through any Adviser affiliate), the Sub-Adviser shall notify the Client of the reason(s) for such lower effective fee.
FORM OF
SUB- SUB ADVISORY AGREEMENT
between
FIAM LLC
and
FIDELITY MANAGEMENT & RESEARCH (Hong Kong) LIMITED
AGREEMENT as of this [___] , by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the Sub-advisor), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the Sub-Subadvisor).
WHEREAS the Sub-Advisor has entered into various investment sub-advisory agreements (each a Sub-Advisory Agreement ) with those Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a Trust) on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a Portfolio) and the adviser to those trusts, Strategic Advisers, Inc. (Adviser), a Massachusetts corporation, pursuant to which the Sub-Advisor acts as investment sub-advisor to each of the Portfolios; and
WHEREAS the Sub-Subadvisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Sub-Advisor and the Sub-Subadvisor agree as follows:
1. Duties : The Sub-Advisor may, in its discretion, appoint the Sub-Subadvisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Subadvisor shall be as agreed upon from time to time by the Sub-Advisor and the Sub-Subadvisor. The Sub-Subadvisor shall pay the salaries and fees of all personnel of the Sub-Subadvisor performing services for the Portfolio relating to research, statistical and investment activities.
(a) Investment Management : If and to the extent requested by the Sub-Advisor, the Sub-Subadvisor shall, subject to the supervision of the Sub-Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio ’ s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the 1940 Act) and rules thereunder, as amended from time to time, and such other limitations as the Trust or Sub-Advisor may impose with respect to the Portfolio by notice to the Sub-Subadvisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Subadvisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Subadvisor may select. The Sub-Subadvisor may also be authorized, but only to the extent such duties are delegated in writing by the Sub-Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Subadvisor shall at all times be subject to the control and direction of the Sub-Advisor and the Trust ’ s Board of Trustees.
(b) Subsidiaries and Affiliates : The Sub-Subadvisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Subadvisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Sub-Advisor : The Sub-Subadvisor shall furnish such reports, evaluations, information or analyses to the Trust and the Sub-Advisor as the Trust ’ s Board of Trustees or the Sub-Advisor may reasonably request from time to time, or as the Sub-Subadvisor may deem to be desirable.
3. Brokerage : In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Subadvisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’ s account with brokers or dealers selected by the Sub-Subadvisor, which may include brokers or dealers affiliated with the Sub-Advisor or Sub-Subadvisor. The Sub-Subadvisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Subadvisor or Sub-Advisor exercise investment discretion. The Sub-Subadvisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Subadvisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Subadvisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
4. Compensation : The Sub-Advisor shall compensate the Sub-Subadvisor on the following basis for the services to be furnished hereunder.
(a) Investment Management Fee : For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the Sub-Subadvisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) [___]% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Sub-Advisor under its Sub-Advisory Agreement with the Sub-Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Subadvisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Subadvisor for any period hereunder shall in all circumstances be an amount not less than [___] % of the Sub-Subadvisor ’ s costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Subadvisor exceed the management fee paid to the Sub-Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the Minimum Investment Management Fee). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Sub-Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Subadvisor will be reduced by [___] % of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Subadvisor reduces its fees to reflect such waivers or reimbursements and the Sub-Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Subadvisor shall be entitled to receive from the Sub-Advisor a proportionate share of the amount recovered.
5. Expenses : It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Subadvisor hereunder or by the Sub-Advisor under the Sub-Advisory Agreement with the Portfolio.
6. Interested Persons : It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Sub-Advisor or the Sub-Subadvisor as directors, officers or otherwise and that directors, officers and stockholders of the Sub-Advisor or the Sub-Subadvisor are or may be or become similarly interested in the Trust, and that the Sub-Advisor or the Sub-Subadvisor may be or become interested in the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts : The services of the Sub-Subadvisor to the Sub-Advisor are not to be deemed to be exclusive, the Sub-Subadvisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Subadvisor ’ s ability to meet all of its obligations hereunder. The Sub-Subadvisor shall for all purposes be an independent contractor and not an agent or employee of the Sub-Advisor or the Trust.
8. Standard of Care : In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Subadvisor, the Sub-Subadvisor shall not be subject to liability to the Sub-Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
9. Duration and Termination of Agreement; Amendments :
(a)
Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until [_______] and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust ’ s Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b)
This Agreement may be modified by mutual consent of the Sub-Advisor, the Sub-Subadvisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the Commission) or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.
(c)
In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d)
Either the Sub-Advisor, the Sub-Subadvisor or the Portfolio may, at any time on sixty (60) days ’ prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.
10. Limitation of Liability : The Sub-Subadvisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Subadvisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Subadvisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.
11. Governing Law : This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
The terms registered investment company, vote of a majority of the outstanding voting securities, assignment, and interested persons, when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
[SIGNATURE LINES OMITTED]
1
FORM OF
SUB- SUB ADVISORY AGREEMENT
between
FIAM LLC
and
FIDELITY MANAGEMENT & RESEARCH ( Japan ) LIMITED
AGREEMENT as of this [__], by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the Sub-advisor), and Fidelity Management & Research (Japan) Limited (hereinafter called the Sub-Subadvisor).
WHEREAS the Sub-Advisor has entered into various investment sub-advisory agreements (each a Sub-Advisory Agreement ) with those Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a Trust) on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a Portfolio) and the adviser to those trusts, Strategic Advisers, Inc. (Adviser), a Massachusetts corporation, pursuant to which the Sub-Advisor acts as investment sub-advisor to each of the Portfolios; and
WHEREAS the Sub-Subadvisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Sub-Advisor and the Sub-Subadvisor agree as follows:
1. Duties : The Sub-Advisor may, in its discretion, appoint the Sub-Subadvisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Subadvisor shall be as agreed upon from time to time by the Sub-Advisor and the Sub-Subadvisor. The Sub-Subadvisor shall pay the salaries and fees of all personnel of the Sub-Subadvisor performing services for the Portfolio relating to research, statistical and investment activities.
(a) Investment Management : If and to the extent requested by the Sub-Advisor, the Sub-Subadvisor shall, subject to the supervision of the Sub-Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio ’ s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the 1940 Act) and rules thereunder, as amended from time to time, and such other limitations as the Trust or Sub-Advisor may impose with respect to the Portfolio by notice to the Sub-Subadvisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Subadvisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Subadvisor may select. The Sub-Subadvisor may also be authorized, but only to the extent such duties are delegated in writing by the Sub-Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Subadvisor shall at all times be subject to the control and direction of the Sub-Advisor and the Trust ’ s Board of Trustees.
(b) Subsidiaries and Affiliates : The Sub-Subadvisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Subadvisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Sub-Advisor : The Sub-Subadvisor shall furnish such reports, evaluations, information or analyses to the Trust and the Sub-Advisor as the Trust ’ s Board of Trustees or the Sub-Advisor may reasonably request from time to time, or as the Sub-Subadvisor may deem to be desirable.
3. Brokerage : In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Subadvisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’ s account with brokers or dealers selected by the Sub-Subadvisor, which may include brokers or dealers affiliated with the Sub-Advisor or Sub-Subadvisor. The Sub-Subadvisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Subadvisor or Sub-Advisor exercise investment discretion. The Sub-Subadvisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Subadvisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Subadvisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
4. Compensation : The Sub-Advisor shall compensate the Sub-Subadvisor on the following basis for the services to be furnished hereunder.
(a) Investment Management Fee : For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the Sub-Subadvisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) [__] of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Sub-Advisor under its Sub-Advisory Agreement with the Sub-Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Subadvisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Subadvisor for any period hereunder shall in all circumstances be an amount not less than [__]% of the Sub-Subadvisor ’ s costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Subadvisor exceed the management fee paid to the Sub-Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the Minimum Investment Management Fee). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Sub-Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Subadvisor will be reduced by [__]% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Subadvisor reduces its fees to reflect such waivers or reimbursements and the Sub-Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Subadvisor shall be entitled to receive from the Sub-Advisor a proportionate share of the amount recovered.
5. Expenses : It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Subadvisor hereunder or by the Sub-Advisor under the Sub-Advisory Agreement with the Portfolio.
6. Interested Persons : It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Sub-Advisor or the Sub-Subadvisor as directors, officers or otherwise and that directors, officers and stockholders of the Sub-Advisor or the Sub-Subadvisor are or may be or become similarly interested in the Trust, and that the Sub-Advisor or the Sub-Subadvisor may be or become interested in the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts : The services of the Sub-Subadvisor to the Sub-Advisor are not to be deemed to be exclusive, the Sub-Subadvisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Subadvisor ’ s ability to meet all of its obligations hereunder. The Sub-Subadvisor shall for all purposes be an independent contractor and not an agent or employee of the Sub-Advisor or the Trust.
8. Standard of Care : In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Subadvisor, the Sub-Subadvisor shall not be subject to liability to the Sub-Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
9. Duration and Termination of Agreement; Amendments :
(a)
Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until [_______] and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust ’ s Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b)
This Agreement may be modified by mutual consent of the Sub-Advisor, the Sub-Subadvisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the Commission) or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.
(c)
In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d)
Either the Sub-Advisor, the Sub-Subadvisor or the Portfolio may, at any time on sixty (60) days ’ prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.
10. Limitation of Liability : The Sub-Subadvisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Subadvisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Subadvisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.
11.
Governing Law : This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
The terms registered investment company, vote of a majority of the outstanding voting securities, assignment, and interested persons, when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
[SIGNATURE LINES OMITTED] |
1
FORM OF
SUB- SUB ADVISORY AGREEMENT
between
FIAM LLC
and
FMR INVESTMENT MANAGEMENT (U.K.) LIMITED
AGREEMENT as of this [_] , by and between FIAM LLC, a Delaware limited liability company with principal offices at 900 Salem Street, Smithfield, Rhode Island (hereinafter called the Sub-advisor), and FMR Investment Management (U.K.) Limited (hereinafter called the Sub-Subadvisor).
WHEREAS the Sub-Advisor has entered into various investment sub-advisory agreements (each a Sub-Advisory Agreement ) with those Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a Trust) on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a Portfolio) and the adviser to those trusts, Strategic Advisers, Inc. (Adviser), a Massachusetts corporation, pursuant to which the Sub-Advisor acts as investment sub-advisor to each of the Portfolios; and
WHEREAS the Sub-Subadvisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Sub-Advisor and the Sub-Subadvisor agree as follows:
1. Duties : The Sub-Advisor may, in its discretion, appoint the Sub-Subadvisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Subadvisor shall be as agreed upon from time to time by the Sub-Advisor and the Sub-Subadvisor. The Sub-Subadvisor shall pay the salaries and fees of all personnel of the Sub-Subadvisor performing services for the Portfolio relating to research, statistical and investment activities.
(a) Investment Management : If and to the extent requested by the Sub-Advisor, the Sub-Subadvisor shall, subject to the supervision of the Sub-Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio ’ s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the 1940 Act) and rules thereunder, as amended from time to time, and such other limitations as the Trust or Sub-Advisor may impose with respect to the Portfolio by notice to the Sub-Subadvisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Subadvisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Subadvisor may select. The Sub-Subadvisor may also be authorized, but only to the extent such duties are delegated in writing by the Sub-Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Subadvisor shall at all times be subject to the control and direction of the Sub-Advisor and the Trust ’ s Board of Trustees.
(b) Subsidiaries and Affiliates : The Sub-Subadvisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Subadvisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Sub-Advisor : The Sub-Subadvisor shall furnish such reports, evaluations, information or analyses to the Trust and the Sub-Advisor as the Trust ’ s Board of Trustees or the Sub-Advisor may reasonably request from time to time, or as the Sub-Subadvisor may deem to be desirable.
3. Brokerage : In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Subadvisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’ s account with brokers or dealers selected by the Sub-Subadvisor, which may include brokers or dealers affiliated with the Sub-Advisor or Sub-Subadvisor. The Sub-Subadvisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Subadvisor or Sub-Advisor exercise investment discretion. The Sub-Subadvisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Subadvisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Subadvisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
4. Compensation : The Sub-Advisor shall compensate the Sub-Subadvisor on the following basis for the services to be furnished hereunder.
(a) Investment Management Fee : For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the Sub-Subadvisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) [_]% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Sub-Advisor under its Sub-Advisory Agreement with the Sub-Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Subadvisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Subadvisor for any period hereunder shall in all circumstances be an amount not less than [_]% of the Sub-Subadvisor ’ s costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Subadvisor exceed the management fee paid to the Sub-Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the Minimum Investment Management Fee). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Sub-Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Subadvisor will be reduced by [_]% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Subadvisor reduces its fees to reflect such waivers or reimbursements and the Sub-Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Subadvisor shall be entitled to receive from the Sub-Advisor a proportionate share of the amount recovered.
5. Expenses : It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Subadvisor hereunder or by the Sub-Advisor under the Sub-Advisory Agreement with the Portfolio.
6. Interested Persons : It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Sub-Advisor or the Sub-Subadvisor as directors, officers or otherwise and that directors, officers and stockholders of the Sub-Advisor or the Sub-Subadvisor are or may be or become similarly interested in the Trust, and that the Sub-Advisor or the Sub-Subadvisor may be or become interested in the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts : The services of the Sub-Subadvisor to the Sub-Advisor are not to be deemed to be exclusive, the Sub-Subadvisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Subadvisor ’ s ability to meet all of its obligations hereunder. The Sub-Subadvisor shall for all purposes be an independent contractor and not an agent or employee of the Sub-Advisor or the Trust.
8. Standard of Care : In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Subadvisor, the Sub-Subadvisor shall not be subject to liability to the Sub-Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
9. Duration and Termination of Agreement; Amendments :
(a)
Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until [_______] and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust ’ s Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b)
This Agreement may be modified by mutual consent of the Sub-Advisor, the Sub-Subadvisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the Commission) or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.
(c)
In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d)
Either the Sub-Advisor, the Sub-Subadvisor or the Portfolio may, at any time on sixty (60) days ’ prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.
10. Limitation of Liability : The Sub-Subadvisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Subadvisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Subadvisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.
11.
Governing Law : This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
The terms registered investment company, vote of a majority of the outstanding voting securities, assignment, and interested persons, when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.
[SIGNATURE LINES OMITTED]
1
Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2017
1
Code of Ethics
TABLE OF CONTENTS
Section
Item
Page
I.
Introduction
3
II.
Statement of Fiduciary Principles
3
III.
Compliance with Laws, Rules and Regulations; Reporting of Violations
4
IV.
Limits on Personal Investing ..
4
A.
Personal Investing ...
4
1
Pre-clearance of Personal Securities Transactions
4
2
Blackout Period ..
6
·
De Minimis Exemptions
6
3
Prohibition of Short-Term Trading Profits
7
4
Initial Public Offerings
7
5
Prohibition of Short Sales by Investment Personnel
7
6
Restricted List Securities .
8
7
Other Criteria Considered in Pre-clearance .......
8
8
Covered Account Requirements
8
9
Private Securities Transactions
9
10
Limited Investment Opportunity ..
9
11
Excessive Short-Term Trading in Funds .
9
B.
Invesco Ltd. Securities
9
C.
Limitations on Other Personal Activities ..
10
1
Outside Business Activities ..
10
2
Gifts and Entertainment . .
10
·
Gifts ...................
10
·
Entertainment
10
3
U.S. Department of Labor Reporting .
11
D.
Parallel Investing Permitted .
11
V.
Reporting Requirements .
11
a.
Initial Holdings Reports
11
b.
Quarterly Transaction Reports .
12
c.
Annual Holdings Reports ..
13
d.
Gifts and Entertainment Reporting
13
e.
Certification of Compliance .. .
13
VI.
Reporting of Potential Compliance Issues
13
VII.
Administration of the Code of Ethics
14
VIII.
Sanctions ..
14
IX.
Exceptions to the Code ...
14
X.
Definitions
14
XI.
Invesco Ltd. Policies and Procedures .
17
XII. Code of Ethics Contacts
18
2
Code of Ethics
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2017)
I.
Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to Invesco Advisers, Inc., Invesco Advisers, Incs. affiliated Broker-dealers (Invesco Distributors, Inc. and Invesco Capital Markets, Inc.), all Invesco Affiliated Mutual Funds, and all of their Covered Persons. Covered Persons include:
·
any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations, or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.;
·
all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.; and
·
any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act of 1940, as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be deemed to be Covered Persons by Compliance.
Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Persons under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual funds.
II.
Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons:
·
the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of his or her positions; and
3
Code of Ethics
·
all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility; and
·
this Code is our effort to address conflicts of interest that may arise in the ordinary course of our business and does not attempt to identify all possible conflicts of interest. This Code does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.
III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Covered Persons are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Covered Persons shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section VI. of this Code under Reporting of Potential Compliance Issues.
IV.
Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with Compliance, using the automated review system, all personal security transactions involving Covered Securities in which they have a Beneficial Interest unless otherwise indicated below. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.
Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval. Good-until-cancelled orders (GTCs) are not allowed.
Additionally, all Covered Persons must pre-clear personal securities transactions involving Covered Securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared.
Covered Securities include, but are not limited to, all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including, but not limited to, stocks, bonds, municipal bonds, exchange-traded funds (ETFs), closed-end mutual funds, and any of their derivatives such as options and futures. All Invesco Affiliated Mutual Funds (including both open-end and closed-end funds) and Invesco PowerShares ETFs are considered Covered Securities .
All transactions in Invesco Ltd. securities must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is
4
Code of Ethics
obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
The Following Pre-clearance Exemptions Apply:
Invesco Affiliated OpenEnd Mutual Funds : All Affiliated Open-End Mutual Funds must be held with an Approved Broker, at the Affiliated Mutual Funds transfer agent, in the CollegeBound 529 Savings Plan, or in the Invesco 401(k). Pre-clearance is not required for transactions in Affiliated Funds as long as the shares are held in compliance with this requirement.
CollegeBound 529 Savings Plan : All transactions in the CollegeBound 529 Savings Plan are exempt from pre-clearance.
Exchange Traded Products : Employees are exempt from pre-clearing broad-based Exchange Traded Products such as Exchange Traded Funds (ETFs), Exchange Traded Notes (ETNs) and Exchange Traded Commodities (ETCs) as described on the Pre-clearance Exemp t ETF List , and any derivatives of these securities such as options. All Invesco PowerShares ETFs and ETFs not listed on the Pre-clearance Exempt ETF List must be pre-cleared .
Currencies, commodities : Employees are exempt from pre-clearing transactions in currencies and commodities.
Options, futures and all other derivatives based on an index of securities, currencies, and commodities : Employees are exempt from pre-clearing transactions in derivatives of an index of securities, currencies and commodities.
All Covered Securities are still subject to requirements and limits on personal investing as described in Section IV. and V. of the Code, irrespective of whether pre-clearance is required.
Exempted Securities:
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised or sub-advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust. (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact Compliance via email at codeofethicsn orthamerica@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
Compliance will consider the following factors, among others, in determining whether or not pre-clearance approval will be provided. Please note that you must obtain pre-clearance even if you believe your transactions request satisfies the criteria below. The automated review system will review personal trade requests from Covered Persons based on the following considerations:
2. Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
5
Code of Ethics
·
Non-Investment Personnel.
·
may not buy or sell a Covered Security within two trading days after a Client trades in that security.
·
may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.
·
Investment Personnel .
·
may not buy or sell a Covered Security within three trading days before or after a Client trades in that security.
·
may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.
For practical purposes, an Employee without knowledge of investment activity of a Client account would not know of such activity in advance of a Client trade. Therefore, for those Employees, trading with pre-clearance approval granted prior to a Client transaction will not be considered a violation of this Code of Ethics. Compliance will review personal securities transactions to identify potential conflicts in which there is an appearance that such an Employee could have traded while he or she was aware of upcoming Client transactions. If a potential conflict exists, this would be considered a violation of the blackout period required by this Code of Ethics.
De Minimis Exemptions . Compliance will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
o
Equity de minimis exemptions .
·
If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index or any of the main indices globally included on the De Minimis Indices List which can be accessed on the Invesco intranet using the following link:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/De%20Minimis%20Indices%20List.pdf
·
If a Covered Person does not have knowledge of Client trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting Client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day.
o
Fixed income de minimis exemption . If a Covered Person does not have knowledge of Client trading activity in a particular fixed income security he or she
6
Code of Ethics
may execute up to $100,000 of par value of such security in a rolling 30-day period.
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the blackout period is the last three trading days. For Investments, Portfolio Administration and IT personnel, Compliance will also check the trading activity of affiliates with respect to which such personnel have potential access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. Compliance will notify the Covered Person of the approval or denial of the proposed personal securities transaction. Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of the trading day such approval is good through the next trading day. If a Covered Person does not execute the proposed securities transaction prior to closing of the market immediately following the approval, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
·
A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent.
·
Deliberate failures to pre-clear transactions, as well as repeat and/or material violations, may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations.
3. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.s choice and a letter of education may be issued to the Covered Person. Transactions in currencies, commodities and derivatives (such as options and futures) based on an index of securities, currencies, and commodities are exempt from the 60 day holding period. This exemption does not apply to derivatives of individual securities. Disgorgement amounts must represent the full amount of the profits received and are not adjusted to account for taxes or related fees.
4. Initial Public Offerings . Covered Persons are prohibited from directly or indirectly acquiring Beneficial Interest of any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by Compliance and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Persons business unit.
5. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in his or her personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
7
Code of Ethics
6. Prohibition on Investment Clubs . Participation in a club with the purpose of pooling money and investing based on group investment decisions is prohibited.
7. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
8. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
9. Covered Account Requirements.
a. US Approved Brokers:
The following link, posted on the Invesco intranet site, includes a list of US Approved Brokers. These brokers provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
b. US Brokerage Account may only be held with::
·
US Approved Brokers;
·
Full service broker-dealers, that are not a US Approved Broker, with which a Covered Person has engaged an investment advisor; or in limited circumstances,
·
Qualified retirement plans (such as external 401(k)s, 403(b)s, etc.) or other similar accounts that Covered Persons are not legally able to transfer.
Note: Accounts in which all trading is completed online and without a financial advisor, called a discount brokerage account, must be held with an Approved Broker.
Covered Persons located outside of the US are not subject to US Approved Broker requirements.
c. US Open End Affiliated Mutual Funds may only be held through:
·
US Approved Brokers;
·
The Invesco CollegeBound 529 Plan; or
·
Invescos transfer agency, Invesco Investment Services, Inc..
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Code of Ethics
d. Discretionary Managed Accounts. In order to establish a discretionary managed account, a Covered Person must grant the manager complete investment discretion over a Covered Persons account. Pre-clearance is not required for trades in this account; however, a Covered Person may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude a Covered Person from establishing investment guidelines for the manager, such as indicating industries in which a Covered Person desires to invest, the types of securities a Covered Person wants to purchase or a Covered Persons overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that a Covered Person is actually directing account investments. Covered Persons must receive approval from Compliance to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect control over the managed accounts.
10. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first (a) giving Compliance a detailed written notification describing the transaction and indicating whether or not they will receive compensation and (b) obtaining prior written permission from Compliance. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to Compliance and the Chief Investment Officer of the Investment Personnels business unit when they are involved in a Clients subsequent consideration of an investment in the same issuer. The business units decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
11. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a limited investment opportunity without first (a) giving Compliance a detailed written notification describing the transaction and (b) obtaining prior written permission from Compliance. Limited investment opportunities offered directly from Invesco to employees are not subject to pre-clearance requirements, including but not limited to, the Invesco Real Estate ESCs and WLR funds. All Limited investment opportunities are subject to the reporting requirements outlined in section V below.
12. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations outlined in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1.
No Employee may effect short sales of Invesco Ltd. securities.
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Code of Ethics
2.
No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3.
For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4.
Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IV.A.8 of this Code.
C.
Limitations on Other Personal Activities
1. Outside Business Activities . Employees may not engage in any outside business activity, regardless of whether or not he or she receives compensation, without prior approval from Compliance. Absent prior written approval of Compliance, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment . The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which Employees may accept or give Gifts or Entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
To avoid the appearance of any potential conflict of interest,
under no circumstances may an Employee:
·
Give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency;
·
Give or accept cash or any possible cash equivalent from a broker or vendor;
·
Reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of Compliance; or
·
Provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.
o
Gifts . Employees are prohibited from accepting or giving the following: a Gift valued in excess of annual FINRA limits; or Gifts from one person or firm valued in excess of annual FINRA limits in the aggregate during a calendar year period.
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Code of Ethics
o
Entertainment . Examples of Entertainment that may be considered excessive in value include Super Bowls, the Masters, Wimbledon, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
Employees who are unsure if an event would be permissible should contact compliance prior to attending to confirm if the event would be considered excessive.
3. U.S. Department of Labor Reporting: Under current U.S. Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as union officials). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official that do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.s policy to require that ALL Gifts or Entertainment furnished by an Employee, regardless of whether the gift is given to a union or union official, be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc., Finance Departments expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. In addition to reporting the Gift or Entertainment in the expense tracking system, Covered Persons must also follow department guidelines for reporting requirements in other systems. Each item reported must include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
Covered Persons should contact Compliance if clarification is required regarding reporting requirements for payments to a union or union official. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
D.
Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
V .
Reporting Requirements
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the automated
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Code of Ethics
pre-clearance system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
·
A list of all security holdings, including the security name, the number of shares (for equities) and the principal amount (for debt securities) in which the Covered Person has direct or indirect Beneficial Interest. A Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e., a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements;
·
The security identifier for each Covered Security (CUSIP, symbol, etc.);
·
The name of any broker-dealer or bank with which the Covered Person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person; and
·
The date that the report is submitted by the Covered Person to Compliance.
b. Quarterly Transaction Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions during the quarter in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest:
·
The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
·
The nature of the transaction (buy, sell, etc.);
·
The security identifier (CUSIP, symbol, etc.);
·
The price of the Covered Security at which the transaction was executed;
·
The name of the broker-dealer or bank executing the transaction; and
·
The date that the report is submitted by the Covered Person to Compliance.
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an limited investment opportunity, Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k) or accounts held directly with Invesco in the Quarterly Transaction Report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle,
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Code of Ethics
including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
·
The date the account was established;
·
The name of the broker-dealer or bank; and
·
The date that the report is submitted by the Covered Person to Compliance.
Compliance may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to Compliance:
·
A list of all security holdings, including the security name, the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Interest;
·
The security identifier for each Covered Security (CUSIP, symbol, etc.);
·
The name of the broker-dealer or bank with or through which the security is held; and
·
The date that the report is submitted by the Covered Person to Compliance.
d. Gifts and Entertainment Reporting.
·
Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. The requirement to report Entertainment includes dinners or any other event with a business partner of Invesco Advisers, Inc. in attendance.
·
Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employees business unit. All Employees should contact his or her manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner.
e. Certification of Compliance. All Covered Persons must certify annually in writing that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify in writing annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. If material changes are made to the Code during the year, these changes will also be reviewed and approved by
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Invesco Advisers, Inc. and the relevant funds boards. All Covered Persons must certify in writing within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
VI.
Reporting of Potential Compliance Issues
Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with his or her supervisor, department head or with Invesco Advisers, Inc.s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Whistleblower Hotline at 1-855-234-9780. This hotline is available to employees of multiple operating units of Invesco Ltd. Employees may also report his or her concerns by visiting the Invesco Whistleblower Hotline website at: www.invesco.et hicspoint.com . To ensure your confidentiality, the phone line and website are provided by an independent company and available 24 hours a day, 7 days a week. All submissions to the Invesco Whistleblower Hotline will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VII. Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the Affiliated Mutual Funds Boards of Trustees a written report that:
·
describes significant issues arising under the Code since the last report to the funds board, including information about material violations of the Code and sanctions imposed in response to material violations; and
·
certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code.
VIII. Sanctions
Compliance will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the personal security transaction and the subsequent
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Code of Ethics
purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
IX. Exceptions to the Code
Invesco Advisers, Inc.s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
X.
Definitions
·
Affiliated Mutual Funds generally includes all open-end or closed-end mutual funds advised or sub-advised by Invesco Advisers, Inc.
·
Automatic Investment Plan/Dividend Reinvestment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.
·
Beneficial Interest has the same meaning as the ownership interest of a beneficial owner pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a Beneficial Interest, Covered Persons must have directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person is presumed to have a Beneficial Interest in securities held by members of his or her immediate family sharing the same household (i.e. a spouse or equivalent domestic partner, children, etc.) or by certain partnerships, trusts, corporations, or other arrangements.
·
Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds.
·
Control has the same meaning as under Section 2(a)(9) of the Investment Company Act.
·
Covered Person means and includes:
o
any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any of Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties: makes, participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making investment recommendations, or obtains information concerning investment recommendations, with respect to such purchase or sale of Covered Securities; or has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
o
all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
o
any other persons falling within the definition of Access Person under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule
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204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed to be Covered Persons by Compliance.
Invesco Funds have created a separate Code of Ethics for Trustees of the Affiliated Mutual Funds. Independent Trustees are not Covered Persons under the Invesco Advisers, Inc. Code of Ethics. Trustees who are not Independent Trustees and are not Employees of Invesco are also not Covered Person under the Invesco Advisers, Inc. Code of Ethics, but must report his or her securities holdings, transactions, and accounts as required in the separate Code of Ethics for Trustees of the Affiliated Mutual Funds.
·
Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following:
o
Direct obligations of the Government of the United States or its agencies;
o
Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
o
Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.;
o
Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc. However, this definition shall not apply to any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust;
o
Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd.
·
Employee means and includes:
o
Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
o
All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
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Code of Ethics
o
Any other persons falling within the definitions of Access Person or Advisory Person under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be deemed to be an Employee by Compliance.
·
Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy.
·
Independent Trustee means a Trustee who is not an interested person within the meaning of Section 2(a)(19) of the Investment Company Act.
·
Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act.
·
Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or Invesco Capital Markets, Inc. or their successors.
·
Investment Personnel means any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by Clients or any natural person who Controls a Client or an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client as defined in Rule 17j-1.
·
Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above.
·
Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authoritys (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.
·
Restricted List Securities means the list of securities that are provided to the Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit).
·
Trustee means any member of the Board of Trustees for an open-end or closed-end mutual fund advised or sub-advised by Invesco Advisers, Inc.
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XI.
Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Political Contributions Policy and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XII.
IVZ Global Code of Ethics Contacts
·
Telephone Hotline: 1-877-331-CODE [2633]
·
E-Mail: codeofethicsnorthamerica@invesco.com
Last Revised: January 1, 2017
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Code of Ethics
FORM OF
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY RUTLAND SQUARE TRUST II
and
FIDELITY DISTRIBUTORS CORPORATION
AGREEMENT made this [________], between Fidelity Rutland Square Trust II, a Delaware statutory trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest (Issuer), with respect to shares of Strategic Advisers Tax-Sensitive Short Duration Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (Distributors).
In consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
1.
Sale of Shares – The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended (1933 Act), and of the laws governing the sale of securities in the various states (Blue Sky Laws) under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Strategic Advisers, Inc. (Strategic) or any of its affiliates.
2.
Sale of Shares by the Issuer – The rights granted to Distributors shall be nonexclusive in that the Issuer reserves the right to sell its shares to investors on applications received and accepted by the Issuer. Further, the Issuer reserves the right to issue shares in connection with the merger or consolidation, or acquisition by the Issuer through purchase or otherwise, with any other investment company, trust, or personal holding company.
3.
Shares Covered by this Agreement – This Agreement shall apply to unissued shares of the Issuer, shares of the Issuer held in its treasury in the event that in the discretion of the Issuer treasury shares shall be sold, and shares of the Issuer repurchased for resale.
4.
Public Offering Price – Except as otherwise noted in the Issuer ’ s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer ’ s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer ’ s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.
5.
Suspension of Sales – If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for shares shall be processed by Distributors except such unconditional orders as may have been placed with Distributors before it had knowledge of the suspension. In addition, the Issuer reserves the right to suspend sales and Distributors ’ authority to process orders for shares on behalf of the Issuer if, in the judgment of the Issuer, it is in the best interests of the Issuer to do so. Suspension will continue for such period as may be determined by the Issuer.
6.
Solicitation of Sales – In consideration of these rights granted to Distributors, Distributors agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Issuer. This shall not prevent Distributors from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does not obligate Distributors to register as a broker or dealer under the Blue Sky Laws of any jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered. If a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act. The Distributor will not direct remuneration from commissions paid by the Issuer for portfolio securities transactions to a broker or dealer for promoting or selling fund shares.
7.
Authorized Representations – Distributors is not authorized by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors ’ use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate.
8.
Portfolio Securities – Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or spreads for transactions in portfolio securities of the Issuer.
9.
Registration of Shares – The Issuer agrees that it will take all action necessary to register shares under the 1933 Act (subject to the necessary approval of its shareholders) so that there will be available for sale the number of shares Distributors may reasonably be expected to sell. The Issuer shall make available to Distributors such number of copies of its currently effective Prospectus and Statement of Additional Information as Distributors may reasonably request. The Issuer shall furnish to Distributors copies of all information, financial statements and other papers which Distributors may reasonably request for use in connection with the distribution of shares of the Issuer.
10.
Expenses – The Issuer shall pay all fees and expenses (a) in connection with the preparation, setting in type and filing of any registration statement, Prospectus and Statement of Additional Information under the 1933 Act and amendments for the issue of its shares, (b) in connection with the registration and qualification of shares for sale in the various states in which the Board of Trustees of the Issuer shall determine it advisable to qualify such shares for sale (including registering the Issuer as a broker or dealer or any officer of the Issuer as agent or salesman in any state), (c) of preparing, setting in type, printing and mailing any report or other communication to shareholders of the Issuer in their capacity as such, and (d) of preparing, setting in type, printing and mailing Prospectuses, Statements of Additional Information and any supplements thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer, it is recognized by the Issuer that Strategic or its affiliates may make payment to Distributors with respect to any expenses incurred in the distribution of shares of the Issuer, such payments payable from the past profits or other resources of Strategic or its affiliates including management fees paid to it by the Issuer.
11.
Indemnification – The Issuer agrees to indemnify and hold harmless Distributors and each of its directors and officers and each person, if any, who controls Distributors within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Issuer does not agree to indemnify Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of the Issuer in favor of Distributors or any person indemnified to be deemed to protect Distributors or any person against any liability to the Issuer or its security holders to which Distributors or such person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Issuer to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against Distributors or any person indemnified unless Distributors or person, as the case may be, shall have notified the Issuer in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributors or any such person (or after Distributors or such person shall have received notice of service on any designated agent). However, failure to notify the Issuer of any claim shall not relieve the Issuer from any liability which it may have to Distributors or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Issuer shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Issuer elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributors or person or persons, defendant or defendants in the suit. In the event the Issuer elects to assume the defense of any suit and retain counsel, Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Issuer does not elect to assume the defense of any suit, it will reimburse Distributors, officers or directors or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Issuer agrees to notify Distributors promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares.
Distributors also covenants and agrees that it will indemnify and hold harmless the Issuer and each of its Board members and officers and each person, if any, who controls the Issuer within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of Distributors or any of its employees or alleging that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Issuer (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with information furnished to the Issuer by or on behalf of Distributors. In no case (i) is the indemnity of Distributors in favor of the Issuer or any person indemnified to be deemed to protect the Issuer or any person against any liability to which the Issuer or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Distributors to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Issuer or any person indemnified unless the Issuer or person, as the case may be, shall have notified Distributors in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Issuer or any such person (or after the Issuer or such person shall have received notice of service on any designated agent). However, failure to notify Distributors of any claim shall not relieve Distributors from any liability which it may have to the Issuer or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to Distributors, it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Distributors elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, to its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributors elects to assume the defense of any suit and retain counsel, the Issuer or controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If Distributors does not elect to assume the defense of any suit, it will reimburse the Issuer, officers and Board or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. Distributors agrees to notify the Issuer promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.
12.
Effective Date – This agreement shall be effective upon its execution, and unless terminated as provided, shall continue in force until [______] and thereafter from year to year, provided continuance is approved annually by the vote of a majority of the Board members of the Issuer, and by the vote of those Board members of the Issuer who are not interested persons of the Issuer and, if a plan under Rule 12b – 1 under the Investment Company Act of 1940 is in effect, by the vote of those Board members of the Issuer who are not interested persons of the Issuer and who are not parties to the Distribution and Service Plan or this Agreement and have no financial interest in the operation of the Distribution and Service Plan or in any agreements related to the Distribution and Service Plan, cast in person at a meeting called for the purpose of voting on the approval. This Agreement shall automatically terminate in the event of its assignment. As used in this paragraph, the terms assignment and interested persons shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended. In addition to termination by failure to approve continuance or by assignment, this Agreement may at any time be terminated by either party upon not less than sixty days ’ prior written notice to the other party.
13.
Notice – Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Issuer, at 245 Summer Street, Boston, Massachusetts, and if to Distributors, at 900 Salem Street, Smithfield, Rhode Island.
14.
Limitation of Liability – Distributors is expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument or other organizational document of the Issuer and agrees that the obligations assumed by the Issuer under this contract shall be limited in all cases to the Issuer and its assets. Distributors shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Issuer. Nor shall Distributors seek satisfaction of any such obligation from the Trustees or any individual Trustee of the Issuer. Distributors understands that the rights and obligations of each series of shares of the Issuer under the Issuer ’ s Trust Instrument or other organizational document are separate and distinct from those of any and all other series.
15.
This agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
[SIGNATURE LINES OMITTED]
LSV ASSET MANAGEMENT
CODE OF ETHICS
AND
PERSONAL TRADING POLICY
(As amended November 11, 2016)
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LSV Asset Management Code of Ethics and Personal Trading Policy
I. GENERAL POLICY
LSV Asset Management (LSV) serves as discretionary investment adviser to a variety of clients, including pension plans, foundations, endowments, corporations, unregistered pooled funds and mutual funds (Advisory Clients). The securities accounts over which LSV has investment discretion on behalf of these Advisory Clients are referred to in this document as Investment Vehicles.
All natural persons who are employees of LSV (Staff Members) must act in accordance with this Code of Ethics and Personal Trading Policy (Policy) and in a manner which avoids any actual or potential conflict of interest. Staff Members must not take advantage of their position of trust and responsibility, and must place the interests of Advisory Clients first. When buying or selling securities, Staff Members must not employ any device, scheme or artifice to defraud, mislead, or manipulate any Investment Vehicle, Advisory Client or security.
Staff Members are subject to different restrictions and pre-clearance requirements for their personal trades, depending on their responsibilities or location. It is important that all Staff Members read this document carefully and understand the restrictions, pre-clearance, and reporting requirements applicable to them.
In addition to the Policy, Staff Members are subject to all applicable policies and procedures discussed in LSVs Investment Adviser Policies and Procedures Manual (the Compliance Manual).
Every Staff Member must read and retain a copy of this Policy, the Compliance Manual and all amendments thereto, and agree to abide by the terms of each document.
Any questions regarding LSVs policy or procedures should be referred to the Compliance Department (Compliance). All violations must be promptly reported to the Chief Compliance Officer (CCO). Pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, Securities Whistleblower Incentives and Protection, and the rules thereunder, no retaliation will be taken against any Staff Member solely for, in good faith, self-reporting a violation or reporting a violation observed in respect of another Staff Member.
II. CODE OF CONDUCT
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All Staff Members are to maintain the highest standard of professional conduct.
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All Staff Members must maintain the confidentiality of all information entrusted by clients.
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All Staff Members must serve the financial interest of clients. All recommendations to clients and decisions on behalf of clients must be made solely in the interest of clients.
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All Staff Members must provide to clients all requested information as well as other information they may need to make informed decisions. All client inquiries must be answered promptly, completely and truthfully.
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All Staff Members involved in sales situations must discuss fully with the prospective client the nature of services provided by LSV for the compensation it receives. All material facts relating to any actual or potential conflicts of interest involving LSV must be fully disclosed
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LSV Asset Management Code of Ethics and Personal Trading Policy
to prospective clients. In addition, these Staff Members, in particular, must comply with the anti-bribery provisions of the Foreign Corrupt Practices Act (FCPA).
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All Staff Members must comply fully with all applicable Federal securities laws and regulatory requirements.
III. DEFINITIONS
A.
Access Person A Staff Member who meets any of the following criteria:
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has access to nonpublic information regarding clients purchase or sale of securities;
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is involved in making securities recommendations to clients;
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has access to securities recommendations that are nonpublic;
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has access to nonpublic information regarding the portfolio holdings of Affiliated Mutual Funds;
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works in LSVs Chicago office; or
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is a director, officer, or partner of LSV.
B.
Affiliated Mutual Fund any U.S.-registered mutual fund to which LSV or an SEI Investments entity serves as investment adviser, investment sub-adviser or principal underwriter.
C.
Reportable Security any interest or instrument commonly known as a security (whether publicly traded or privately offered) including the following:
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Equity and equity-like securities, including initial public offerings (IPOs)*
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Fixed income securities (excluding the short-term instruments listed below)**
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Affiliated Mutual Funds (including all LSV funds, SEI funds, and funds sub-advised by LSV)***
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iShares and exchange-traded funds
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Convertible bonds
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Derivatives
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Private placements 1
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Equity and equity-like securities which an Access Person presents as a gift to a third party, including members of an Access Persons immediate family
* Purchases and sales of SEI stock made via participation in the SEI Stock Purchase Plan only need to be reported on the annual holdings report. Purchases and sales of SEI stock made outside of the SEI Stock Purchase Plan must be pre-cleared and reported on the quarterly securities transaction report.
** This includes obligations issued by state and municipal governments with maturities longer than 366 days.
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LSV Asset Management Code of Ethics and Personal Trading Policy
*** Reporting of Affiliated Mutual Fund transactions is not required if such transactions are made pursuant to an automatic investment plan, such as the 401(k) plan; provided that if a Staff Member opens a brokerage account within the 401(k) plan, the transactions in such account must be reported on the quarterly securities transaction report or by providing duplicate statements for the account to Compliance.
Reportable Security does not include:
Direct obligations of the Government of the United States; bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; shares issued by money market funds; shares issued by open-end funds (other than Affiliated Mutual Funds); and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds (other than Affiliated Mutual Funds).
D. Pre-Clearance Security INCLUDES :
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Equities (from any country)
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Initial public offerings (IPOs)
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Private placements
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Any equity-like securities (warrants, rights, options, futures, swaps, etc. on individual equities)
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Convertible bonds
Pre-Clearance Securities DO NOT INCLUDE publicly-traded fixed income securities, mutual funds, including Affiliated Mutual Funds, exchange-traded funds, closed-end funds and derivatives on indexes or commodities.
E. A Security is being purchased or sold by an Investment Vehicle from the time the purchase or sale order for the security has been recorded as an active order in LSVs trade order management system (Charles River IMS), until the time when the order has been completed or terminated.
F. Security generally will have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended (the Advisers Act), such that it includes: (i) any note, stock, treasury stock, security future, bond, debenture or evidence of indebtedness; (ii) any certificate of interest or participation in any profit-sharing agreement; (iii) any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, or certificate of deposit for a security; (iv) any fractional undivided interest in oil, gas or other mineral rights; (v) any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); (vi) any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or (vii) 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.
IV. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS
Access Persons who work in the Chicago office may not purchase or sell, directly or indirectly, any Pre-Clearance Security if the security is currently being purchased or sold, or has been purchased or
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LSV Asset Management Code of Ethics and Personal Trading Policy
sold by LSV for an Investment Vehicle in any of the 3 business days prior to the Access Persons trade in that security.
If an Access Person who works in the Chicago office trades in a Pre-Clearance Security and LSV subsequently purchases or sells that security for an Investment Vehicle during the 3 business day period after the Access Persons trade in that security, the Access Persons trade is subject to review and any gains or profits realized may be subject to forfeiture.
If an Access Person who works in the Chicago office has requested pre-clearance to sell a security and that request has been denied, the Access Person can appeal to the CCO if they can evidence that it is a financial hardship for them not to be able to sell the security until LSV is no longer active in that security.
V. PERSONAL TRADING PRE-CLEARANCE
Access Persons who work in the Chicago office must pre-clear personal transactions in any Pre-Clearance Securities.
Access Persons who do not work in the Chicago office only need to pre-clear personal transactions in IPOs and private placements.
For investments in LSVs private funds, acceptance of the Access Persons subscription document will be deemed to be approval of a pre-clearance request.
Unless otherwise specified by Compliance, any clearance granted is valid for 1 business day, the day on which clearance is granted.
A determination as to whether non-employees who are working in the Chicago office are subject to the Policy is made on a case-by-case basis by Compliance.
The following transactions do not have to be pre-cleared:
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Purchases or sales of instruments that are not Pre-Clearance Securities;
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Purchases or sales over which the Access Person has no direct or indirect influence or control;
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Purchases or sales which are non-volitional on the part of the Access Person, such as purchases or sales upon exercise of puts or calls written by the Access Person and sales from a margin account pursuant to a bona fide margin call;
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Purchases or sales effected within the pre-determined parameters of an automatic investment plan;
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Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer;
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LSV Asset Management Code of Ethics and Personal Trading Policy
·
Transactions effected within any employee stock purchase program available to Staff Members;
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Transactions effected in accounts over which a third party exercises discretion, if such account is identified to Compliance and an exception is granted by Compliance; provided that reporting of transactions and holdings in such accounts will typically be required; and
·
Transfers of equity or equity-like securities which are made as a gift to a third party, including a member of the Access Persons immediate family.
Transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any Investment Vehicle and which are otherwise in accordance with Rule l7j-l of the Investment Company Act of 1940 (the 1940 Act) and other applicable SEC rules shall be entitled to clearance.
VI. OTHER RESTRICTIONS
Gifts and Entertainment
Staff Members may not receive gifts exceeding $200 per year from any person or entity that does business with LSV on behalf of any Investment Vehicle. For purposes of this section, gift does not include meals, local transportation and reasonable entertainment received in the normal course of a business relationship with such persons or entities and gifts that are shared in the office by multiple Staff Members (for example, holiday gift baskets). If a Staff Member has any concern regarding whether or not a gift or entertainment is reasonable, he or she should consult with Compliance prior to accepting such a gift or entertainment. Staff Members are required to report gifts of $50 or more they have received, other than normal course of business entertaining and gifts shared in the office, on their quarterly securities transaction report. Notwithstanding the foregoing, if Staff Members on the Trading team receive an invitation to a sporting event, a concert or other similar event the value of which exceeds or is expected to exceed $200, such Staff Members must notify Compliance prior to accepting and/or attending such event. In addition, such Staff Members must report to Compliance the name of the party extending the invitation, the relationship to LSV of such party and the name of the representative(s) of the party that was present at the event.
Gifts (other than meals, local transportation and reasonable entertainment provided in the normal course of a business relationship) may not be made to Taft-Hartley clients or their representatives or public fund clients or their representatives without the prior approval of the CCO or Compliance Officer. Prior approval of gifts, as described above, also applies to prospective Taft-Hartley clients or their representatives or public fund clients or their representatives.
Subject to the following, meals, local transportation and reasonable entertainment provided in the normal course of a business relationship (Business Entertainment) may be extended to prospective clients and clients. For Business Entertainment provided to Taft-Hartley clients or their representatives or public fund clients or their representatives, certain restrictions, including reporting requirements, may apply. Staff members should consult with the CCO or Compliance Officer prior to incurring any such expenses if they have any questions regarding the incurrence of such expenses. Business Entertainment expenses are reviewed by the Chief Operating Officer for appropriateness.
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LSV Asset Management Code of Ethics and Personal Trading Policy
The CCO or Compliance Officer must receive prior notification of ALL gifts exceeding $200 in value (whether or not CCO or Compliance Officer approval is required). ALL gifts exceeding $200 in value must be recorded in a log provided by Compliance. In addition, charitable contributions, sponsorship of scholarships or support of other events and other similar expenses incurred by the Firm from time to time may not be made to improperly influence business with any client or other party and must be pre-cleared by Compliance. This includes gifts made to consultants and anyone who is a fiduciary to the client.
At all Business Entertainment activities provided by the Firm or its personnel, a Firm representative must attend the activity. In addition, when participating in Business Entertainment provided by others, a representative of the third party must be present. Accepting or providing Business Entertainment activities where the giver or you, as applicable, do not attend is considered a gift subject to the restrictions on gifts described herein.
Notwithstanding the foregoing specific restrictions, no Staff Member may participate in any business relationship or accept any gift that could reasonably be expected to affect their independence, objectivity, or loyalty to clients.
Outside Business Activities
Staff Members may not serve on the board of directors of any publicly-traded company absent prior authorization from the CCO. In addition, any employment or other outside business activity in the financial services industry must be reviewed and approved in advance by the CCO. In addition, all outside business activities, including membership on any for-profit or non-profit company board or other employment, must be reported to Compliance.
Political Contributions
Staff Members may not make political contributions to any elected official, any candidate for office, any successful candidate or any political party in any state in the United States or any political subdivision thereof. Contributions include anything of value (such as donation of office space or resources) even if not a cash contribution.
In addition, Staff Members may not solicit or coordinate campaign contributions from others for any elected official, any candidate for office, any successful candidate or any political party in any state in the United States, or any political subdivision thereof. Prohibited solicitation and coordination activities include hosting or sponsoring fundraising events.
Staff Members may not pay a third party, such as a solicitor or placement agent, to solicit a government client on behalf of LSV.
Staff Members are prohibited from making contributions to a candidates political action committee (PAC) or Super PAC. This prohibition does not apply to contributions to the national committees or governing bodies of any recognized national political party or to contributions to other PACs not connected to any candidate or official or small group of candidates or officials. A record of all contributions to PACs by the Firm and its personnel is required to be maintained by the Firm under applicable SEC regulations. Prior to making any contribution to any PAC, Staff Members must consult with Compliance so that appropriate documentation can be obtained.
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LSV Asset Management Code of Ethics and Personal Trading Policy
Staff Members may make contributions to the campaigns of candidates running for federal office if such candidate is not currently holding office in any state or political subdivision thereof.
Political contributions and other political activities of spouses and other immediate family members of a Staff Member are not prohibited by this policy so long as they are not directed by a Staff Member.
In addition, Staff Members should note that SEC rules broadly prohibit doing anything indirectly that cannot be done directly (such as making a contribution to a PAC that will, in turn, give the contribution to a prohibited candidate).
Prior to employment, all prospective Staff Members will be required to report all (i) contributions to any elected official, any candidate for office, any successful candidate or any political party in any state in the United States or any political subdivision thereof and (ii) payments to a political party or to a PAC, in each case, within the previous two years of the date of employment.
Social Media
Staff Members may not use any form of social media, i.e. FaceBook, Twitter, LinkedIn, etc., to discuss or share information about LSV, or any of its clients or products.
Anti-bribery and the FCPA
Staff Members are prohibited from engaging in any conduct on behalf of the Firm that may be construed as a bribe. In general, such conduct includes (1) offering, promising or giving any financial or other advantage to a person with the intention of influencing the person to perform his or her function improperly or where the acceptance of the advantage itself would be improper or illegal and (2) requesting, agreeing to receive or accepting any financial or other advantage where such request, agreement or acceptance would be improper or illegal or would be likely to influence the Staff Member in the performance of his or her role.
In addition, Staff Members involved in sales situations are prohibited from engaging in any conduct that would violate the anti-bribery provisions of the FCPA, specifically the making of any payments, including any offer, payment, promise to pay or authorization of the payment of money or anything of value , directly or indirectly (such as through a third party) , to foreign government officials, including representatives of state-owned enterprises, representatives of sovereign wealth funds, royal family members, political parties and candidates and representatives of public international organizations (such as the International Monetary Fund), to assist in obtaining or retaining business.
Intermediaries engaged to solicit clients or provide other services to LSV are also prohibited from engaging in such prohibited activities described in this section on behalf of LSV. Staff Members that work with such parties should exercise reasonable oversight over their activities and must report any suspicious activities to Compliance.
VII. REPORTING REQUIREMENTS
The requirements of this section are applicable to Reportable Securities directly or indirectly owned by the Access Person or a member of the Access Persons immediate family (parent, spouse of a parent,
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LSV Asset Management Code of Ethics and Personal Trading Policy
child, spouse of a child, spouse, brother, or sister, including step and adoptive relationships living in the same household as the Access Person), or in any account over which the Access Person exercises investment discretion or control and in such other circumstances as determined by Compliance.
1. Access Persons must report transactions in Reportable Securities on a quarterly basis, within 30 days after the end of the quarter. Duplicate account statements may be substituted for the report if they are received by Compliance within 30 days after the end of the quarter.
2. Access Persons must report ALL new and terminated Securities accounts, even accounts that do not hold Reportable Securities or accounts over which they do not have investment discretion, within 30 days after the opening or termination of the account. This information must include the name of the broker dealer or bank at which the account is held and the date the account was established or terminated.
3. Access Persons must report all holdings of Reportable Securities as of the end of the year (or as of an earlier date in December of that year) within 30 days after the end of each calendar year. I nformation in this report must be current as of a date no more than 45 days before the report is submitted. Duplicate account statements may be substituted for this report if they are received by Compliance within 30 days after the end of the quarter.
4. Access Persons must report all holdings of Reportable Securities and a list of all accounts that hold Securities, even accounts that do not hold Reportable Securities, within 10 days of commencement of employment or of becoming an Access Person. The report must show holdings as of a date not more than 45 days prior to the employee becoming an Access Person.
5. Access Persons who have reported to Compliance accounts over which they do not have investment discretion, must provide written acknowledgement that the status of those accounts has not changed on an annual basis.
6. Staff Members must provide written acknowledgement of the Policy and any amendments thereto, on an annual basis.
7. Non-employees who work in the Chicago office, and have been deemed to be subject to some or all of the parts of the Policy, must report, on a quarterly basis, transactions in Reportable Securities.
VIII. COMPLIANCE REVIEW DUTIES
Compliance will (i) review the reports and information listed in VII above to ensure that pre-clearance has been appropriately obtained and all information required under the Advisers Act and the 1940 Act is contained in such reports; (ii) review the trading of Access Persons for patterns that may indicate abuse; (iii) decide on appropriate disciplinary action in the event of violation of the Policy; (iv) report material violations to LSV senior management; (v) report annually to the board of directors of investment company clients regarding material violations of the Policy and certify that appropriate procedures are in place; and (vi) provide copies of the Policy and any amendments thereto to all Staff Members.
IX. RECORDKEEPING
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LSV Asset Management Code of Ethics and Personal Trading Policy
LSV shall preserve in an easily accessible place:
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A copy of the current Policy in effect and a copy of any predecessor policy for a period of five years after it was last in effect;
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A record of any violation of the Policy and of any action taken as a result of the violation, for a period of five years from the end of the fiscal year in which the violation occurred;
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A record of all written acknowledgments for each person who is currently, or within the past five years was, required to acknowledge their receipt of this Policy and any amendments thereto. All acknowledgements for a person must be kept for the period such person is a Staff Member of LSV and until five years after the person ceases to be a Staff Member of LSV;
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A record of each report (or broker confirmations and statements provided in lieu thereof) made by an Access Person for a period of five years from the end of the fiscal year in which the report was made, the first two years in an easily accessible place;
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A record of the names of persons who are currently, or within the past five years were, Access Persons of LSV;
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A record of any decision, and the reasons supporting the decision to approve Access Persons acquisitions of IPOs or private placements for at least five years after the end of the fiscal year in which the approval is granted; and
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A copy of each report furnished to the board of any investment company pursuant to Rule 17j-1(c)(2)(ii) of the 1940 Act, describing issues arising under the Policy and certifying that LSV has adopted procedures reasonably designed to prevent Access Persons from violating this Policy.
X. PROHIBITION ON INSIDER TRADING
All Staff Members are required to refrain from trading on the basis of inside information about LSV, its affiliates, clients or any securities. This section provides basic information to assist Staff Members in determining if they are in possession of inside information.
What is Material Information?
Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, if disclosing certain information will have a substantial effect on the price of a companys securities, or on the perceived value of the company, or of a controlling interest in the company, the information is material. However, information may be material even if it does not have any immediate direct effect on price or value.
What is Nonpublic Information?
Information about a publicly-traded security or issuer is public when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become
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LSV Asset Management Code of Ethics and Personal Trading Policy
available to the general public through a public filing with the SEC or other governmental agency, the Dow Jones tape, the Wall Street Journal or other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.
Information about securities that are not publicly traded, or about the issuers of such securities, is not ordinarily disseminated broadly to the public. However, for purposes of this Policy, such private information may be considered public private information to the extent that the information has been disclosed generally to the issuers security holders and creditors. For example, information contained in a private placement memorandum to potential investors may be considered public private information with respect to the class of persons who received the memorandum, but may still be considered nonpublic information with respect to creditors who were not entitled to receive the memorandum . As another example, a controlling shareholder may have access to internal projections that are not disclosed to minority shareholders; such information would be considered nonpublic information.
Who Is an Insider?
Unlawful insider trading occurs when a person with a duty not to take advantage of material nonpublic information violates that duty. A person in possession of such information but not subject to such a duty is not prohibited from trading. Whether a duty exists is a complex legal question. This portion of the Policy is intended to provide an overview only, and should not be read as an exhaustive discussion of ways in which persons may become subject to insider trading prohibitions.
Insiders of a company include its officers, directors (or partners), and employees, and may also include a controlling shareholder or other controlling person. A person who has access to information about the company because of some special trust or other confidential relationship with a company is considered a temporary insider of that company. Investment advisers, lawyers, auditors, financial institutions, and certain consultants and all of their officers, directors or partners, and employees are all likely to be temporary insiders of their clients.
Officers, directors or partners, and employees of a controlling shareholder may be temporary insiders of the controlled company, or may otherwise be subject to a duty not to take advantage of inside information.
What is Misappropriation?
Misappropriation usually occurs when a person acquires inside information about Company A in violation of a duty owed to Company B. For example, an employee of Company B may know that Company B is negotiating a merger with Company A; the employee has material nonpublic information about Company A and must not trade in Company As shares.
As another example, Staff Members who, because of their association with LSV, receive inside information as to the identity of the companies being considered for investment by Investment Vehicles or by other clients, have a duty not to take advantage of that information.
What is Tipping?
11
LSV Asset Management Code of Ethics and Personal Trading Policy
Tipping is passing along inside information; the recipient of a tip becomes subject to a duty not to trade while in possession of that information. A tip occurs when an insider or misappropriator (the tipper) discloses inside information to another person, who knows or should know that the tipper was breaching a duty by disclosing the information and that the tipper was providing the information for an improper purpose.
How to Identify Inside Information
Before executing any securities transaction for your personal account or for others, you must consider and determine whether you have access to material, nonpublic information . If you think that you might have access to material, nonpublic information, you should take the following steps:
i. Report the information and proposed trade immediately to Compliance.
ii. Do not purchase or sell the securities on behalf of yourself or others.
iii. Do not communicate the information inside or outside LSV, other than to Compliance.
12
LSV Asset Management Code of Ethics and Personal Trading Policy
Acknowledgements
I have read and I understand the Policy. I certify that I have, to date, complied and will continue to comply with the Policy and any amendments thereto, and applicable Federal securities laws. I understand that any violation may lead to sanctions, including my dismissal.
o If applicable, I certify that the status of any account(s) I have previously reported to Compliance as accounts over which a third party exercises investment discretionary has not changed.
I further certify that I am not disqualified from employment with an investment adviser as described in Section 9 of the 1940 Act.
Signature:__________________________________
Date:________________
Name (please print):_______________________________
13
LSV Asset Management Code of Ethics and Personal Trading Policy
Code of Ethics and Personal Trading Policy Amendment
The first paragraph of Gifts and Entertainment under Section VI. Other Restrictions has been revised and replaced with the following:
Staff Members may not receive gifts exceeding $200 per year from any person or entity that does or seeks to do business with LSV on behalf of any Investment Vehicle. For purposes of this section, gift does not include gifts that are shared in the office by multiple Staff Members (for example, holiday gift baskets). Subject to the following restrictions, Staff Members may accept meals, local transportation and reasonable entertainment received in the normal course of a business relationship from such persons or entities. If a Staff Member has any concerns regarding whether or not such entertainment is reasonable, he or she should consult with Compliance prior to accepting such entertainment. If a Staff Member receives an invitation to an entertainment event (such as a sporting event, a concert or other similar event) the value of which exceeds or is expected to exceed $200, such Staff Member must notify Compliance prior to accepting and/or attending such event. In addition, the Staff Member must report the name of the party extending the invitation, the relationship to LSV of such party and the name of the representative(s) of the party that will be present at the event. In addition to the $200 prior notification requirement, Staff Members are also required to report a gift (other than gifts shared in the office (e.g., holiday baskets)) or entertainment, in each case, of $50 or more on their quarterly securities transaction report.
1 Private placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 of the Securities Act of 1933 (e.g., hedge funds, private equity funds and limited liability companies).
14
LSV Asset Management Code of Ethics and Personal Trading Policy
Exhibit(i)
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
+1 617 728 7100 Main
+1 617 426 6567 Fax
www.dechert.com
December 20, 2017
Fidelity Rutland Square Trust II
245 Summer Street
Boston, MA 02210
Re: Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A
Ladies and Gentlemen:
We have acted as counsel to Fidelity Rutland Square Trust II, a Delaware statutory trust (the Trust) and its separate series Strategic Advisers Tax-Sensitive Short Duration Fund (the Fund), in connection with Post-Effective Amendment No. 63 to the Trusts Registration Statement on Form N-1A (the Amendment), filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act).
In connection with the opinions set forth herein, you have provided to us originals, copies or facsimile transmissions of, and we have reviewed and relied upon, among other things, copies of the following: the Amendment; the Trust Instrument of the Trust dated March 8, 2006; and the By-Laws of the Trust dated June 4, 2009 (the By-Laws). In addition, we have reviewed and relied upon a Certificate issued by the Delaware Secretary of State. We have assumed that the By-Laws have been duly adopted by the Trustees. We have also examined such documents and questions of law as we have concluded are necessary or appropriate for purposes of the opinions expressed below.
In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Funds Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Fund on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Board of Trustees, or in the Amendment, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Amendment or otherwise. When any opinion set forth below relates to the existence or standing of the Trust, such opinion is based entirely upon and is limited by the items referred to above, and we understand that the foregoing assumptions, limitations and qualifications are acceptable to you.
Based upon the foregoing, we are of the opinion that:
1.
The Trust has been duly formed and is validly existing as a statutory trust under the laws of the state of Delaware; and
2.
the Shares registered under the Securities Act, when issued in accordance with the terms described in the Amendment, will be legally issued, fully paid and non-assessable by the Trust.
We express no opinion as to any other matter other than as expressly set forth above and no other opinion is intended or may be inferred herefrom. The opinions expressed herein are given as of the date hereof and we undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein. We hereby consent to the use of this opinion as an exhibit to the Amendment. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations thereunder.
We are members of the Bar of the Commonwealth of Massachusetts and do not hold ourselves out as being conversant with the laws of any jurisdiction other than those of the United States of America and the Commonwealth of Massachusetts. We note that we are not licensed to practice law in the State of Delaware, and to the extent that any opinion herein involves the laws of the State of Delaware, such opinion should be understood to be based solely upon our review of the documents referred to above and the published statutes of the State of Delaware.
Very truly yours,
/s/ Dechert LLP
January 2017
Reviewed quarterly
[M&G Investments Logo]
Code of Ethics
For internal use only
Contact: |
James Hudson, Head of Assurance – Asset Management Compliance
+44 (0) 20 7548 3356 |
Owner: |
Ross Millar, Interim Compliance Director |
Last reviewed by outside counsel |
US – Monica Parry Morgan Lewis – June 2016 – (Not G&H) UK – Simon Morris - CMC – June 2016 |
Contents
Table of Contents
Contents
1
1.
OVERVIEW
3
1.1
Structure
3
1.2
Why M&G has a Code of Ethics
3
1.3
How the Code applies to you
3
1.4
Confirmation of understanding
4
1.5
General – other policies
4
1.6
Definitions Employee
5
Beneficial Interest
5
Code of Market Conduct
5
Connected Person
5
Equities Investment Professional
6
Security
6
2.
PERSONAL ACCOUNT DEALING
7
2.1
General
7
2.2
What constitutes a personal account deal?
7
2.3
What you have to consider before undertaking a personal account deal
7
2.4
What you need to do when undertaking a personal account deal
8
2.4.1
All Employees and Connected Persons other than Equity Investment Professionals
8
2.4.2
All Equity Investment Professionals
8
2.5
What you have to do once you have completed your personal account deal
9
3.
SECURITIES REPORTING
10
3.1
General
10
3.2
Initial Statement of Investments Held
10
3.3
Quarterly Statement of Investments
10
3.4
Additional requirement for Equity Dealers and Fund Managers of US-based Clients registered as a CF30 with the FCA 11
4.
PERSONAL ASSOCIATIONS
12
4.1
General
12
4.2
Guidelines
12
4.3
Criteria
12
4.4
What to do
12
5.
GIFTS & HOSPITALITY
13
5.1
INTRODUCTION
13
5.2
DEFINITIONS AND HIGH LEVEL REQUIREMENTS
15
5.3
GIFTS AND HOSPITALITY
19
5.5
CONTROLS
31
6.
ADMINISTRATION
33
6.1
Controls
33
6.2
Records
33
6.3
MI
33
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Investment management Committee
33
-
Fixed Income Management Board
33
-
Investment Management Committee
33
Table 1 – Financial instruments and their reporting requirements
34
NB – Spread betting on Financial Instruments is strictly prohibited
36
Appendix 1:
38
Appendix 2:
40
Personal Association Form
40
Version Control
41
1.
2
OVERVIEW
1.1 Structure
The M&G Code of Ethics ( ‘ the Code ’ ) document sets out the following:
· Why M&G has a Code of Ethics;
· Personal account dealing requirements;
· Securities reporting requirements;
· Personal association requirements; and
· Gifts and hospitality requirements.
1.1 Why M&G has a Code of Ethics
Firstly, we are required to have a Code of Ethics by the United States Securities and Exchange Commission (SEC), which regulates M&G Investment Management Ltd ( ‘ MAGIM ’ ) as an Investment Adviser in relation to the US clients of MAGIM. Secondly and more generally, as an Employee of the M&G Group, comprising M&G Limited and its subsidiaries ( ‘ M&G ’ ), you are expected to maintain the highest ethical and professional standards. Amongst other things this means that you should do nothing to gain advantage for yourself to the detriment of M&G or its clients. Where you identify a situation that puts your interests in conflict with those of a client you should:
· Put the client ’ s interests first; or
· Declare yourself conflicted and ask someone else who you believe to be not conflicted to deal with the particular matter; or
· Refer the matter to your senior manager for guidance.
In relation to conflicts of interest, perception is as important as fact. You must therefore take care to ensure that you do not do anything that looks as if it is gaining you or M&G an advantage at the expense of its clients.
If you are involved in the investment process, you must refrain from personal business activity that could conflict with the proper execution and management of our investment business, or that could impair your ability to make impartial decisions with respect to that business. You also must comply with US federal securities laws as set out in the Code (see Appendix 1).
That said, M&G recognises that it is perfectly acceptable for you to receive business hospitality or conduct a personal investment transaction as long as you do so in accordance with the requirements set out in the Code. However, failure to act in accordance with the Code will be regarded as a serious matter and could in certain circumstances result in disciplinary action, including dismissal.
If at any time you realise you have not complied with the requirements of the Code, you should immediately contact Asset Management Compliance or the Retail or M&G Real Estate Compliance teams as appropriate. If you observe another person ’ s behaviour which is not compliant with the Code you must report this. You may choose to report to your Compliance team or in confidence directly to the Director of Compliance,. Nothing in this Code prevents you from making a report to the SEC.
M&G may waive certain provisions of this Code in rare circumstances, and will consider, among other things, whether the person requesting the waiver is an employee or a Connected Person, whether there is any perceived harm to clients, and other factors as appropriate.
1.1 How the Code applies to you
The Code applies to you in full if:
· You are an M&G, M&G Real Estate or M&G Real Estate Asia Employee;
· You work in M&G Compliance;
· You are a Financial Conduct Authority ( ‘ FCA ’ ) Approved Person carrying out any controlled function for
3
M&G; or
· You are none of the above but are expected to have an M&G systems log on for more than thirty days.
The Code applies to you in part if:
· You are a PGDS Employee with access to FODB, Quasar, LatentZero, Thinkfolio, CAMS or PRIME/YARDI Voyager. You are subject to sections 2 and 3 of the Code.
M&G Real Estate staff are subject to the Code but are required to report gifts and hospitality to M&G Real Estate Compliance rather than to Asset Management Compliance. Further guidance should be sought from M&G Real Estate Compliance personnel in London or Singapore. M&G Real Estate Asia staff should also refer to their local Personal Dealing Policy in the first instance for full details of what investments are reportable under the Code.
In addition to the guidance in this Code, Business Units such as M&G Retail, M&G Real Estate and PruCap may, from time to time, implement additional local rules at any of its office locations.
Staff on long-term sick leave or maternity leave are exempt while on leave from the obligation to seek pre-clearance for, or to lodge quarterly or annual reports of personal account dealing provided that they do not have access while on leave to certain systems which contain details of transactions undertaken by M&G on behalf of its clients, which include but are not limited to; FODB, Quasar, LatentZero, Thinkfolio, CAMS and PRIME. The first annual or quarterly report on return to work however must include all transactions undertaken while the person was on long-term sick leave or maternity leave.
1.1 Confirmation of understanding
M&G is required to ensure that each person covered by the Code receives and understands its contents. M&G is also required to review any personal dealing reports submitted by employees under this Code.
This means that when you join M&G you will be requested to complete a declaration on the PTA System, the firm ’ s automated Code of Ethics system ( “ PTA System ” ) confirming that you have received and understood those aspects of the Code which apply to you.
Each time an amendment is made to the Code, M&G must ensure that you are issued with a copy of the revised Code, that you acknowledge receipt of the revised Code and that you understand those aspects of the Code which apply to you. To evidence this process you will be requested to complete a declaration on the PTA System confirming that you have received and understood those aspects of the Code which apply to you.
It is imperative that Code of Ethics returns are completed within the given deadlines. Failure to comply with the Code may result in disciplinary action which could have an impact on the level of any discretionary bonus that may be awarded in the future.
1.2 General – other policies
Whilst this Code sets out certain matters in relation to your conduct whilst employed by M&G, there are a number of other policies which you should also be aware of and comply with including, but not limited to:
· The M&G Group Conflicts Policy;
· The M&G Group Anti-bribery and Corruption Policy;
· The M&G Public Interest Disclosure Code;
· The M&G Employment Code of Conduct;
· The M&G Counter Fraud Policy;
· The M&G Information Security Code of Practice;
· The M&G Group AML/CFT Policy; and
· The M&G U.S. Political Contributions Policy ( “ Pay to Play ” ).
Each of these is available on the M&G Central Risk site:
4
h tt p : / /t he s o u rc e .m an d g . lo c al / Si t e s / T e a m s / Ce n t r a lRi s k / Poli c ie s / Si t ePa g e s / De f au l t. a s p x
·
The Prudential Group Code of Business Conduct.
This is available on the Prudential Intranet site:
http://www.group.local/~/media/Files/Group/Policy%20and%20Procedures/Group%20Governance%20Manual/Group%20Code%20of%20Business/COBC%20October%20Board%202014%20FINAL%20%20for%20GGM.pdf
If you require further information on these or other policies you should ask either your line manager or your HR representative. M&G Real Estate Compliance in London or Singapore can advise as to how M&G Group policies apply to Real Estate staff.
1.1 Definitions Employee
Any person to whom the Code applies, in full or in part.
Beneficial Interest
Generally includes ownership of securities from which a person enjoys some economic benefits which are substantially equivalent to ownership regardless of who is the registered owner. You are considered to have a Beneficial Interest in:
· Securities which you hold for your own benefit in bearer form, registered in your own name or otherwise, whether or not the securities are owned individually or jointly;
· Securities held where you have instructed/arranged/influenced others e.g. by your spouse, minor children, or other dependent relatives to hold securities in their name for you; (see also Connected Person section)
· Securities held by others for your benefit, such as securities held by a Trustee, executor, or administrator or by custodians, brokers, or relatives, or by Share clubs of which you are a member;
· Securities owned by a partnership of which you are a member, unless that partnership has delegated fund management to an independent manager to whom full discretion is granted;
· Securities held by a corporation which can be regarded as your personal holding company; and
· Securities recently purchased by you and awaiting transfer into your name.
‘ Beneficial Interest ’ does not include ownership of securities over which you have a substantial measure of control but in which neither you nor your family have any direct or indirect beneficial interest (i.e. securities held by a Trust of which you are Trustee but not a direct or indirect beneficiary). If you have a financial interest in the success of the account you control, such as a performance-based fee, then you would have a beneficial interest in the account.
Code of Market Conduct
The Code of Market Conduct (published by the FCA) sets out, amongst other matters, behaviours that are likely to constitute market abuse. The full text can be found on the FCA website at – h tt p : // f s handbo o k . i n f o / F S / h t m l / FCA / M A R
Connected Person
Anyone whose investment decisions the Employee influences or manages (other than as a customer of M&G).
There is an assumption that people in your household, meaning any person who lives in the same household as you are influenced by you and therefore their holdings and trades will need reporting. Due to German law this assumption does not apply to M&G staff in the German office. Unrelated people in your household such as an employee or people to whom you do not provide financial support, and who do not financially support you, such as your tenant, flat mate, lodger or boarder, do not need to report their trades.
5
If you do not exercise any influence on the investment decisions or have or receive any Beneficial Interest then that person need not be considered a Connected Person.
If as an Employee you have influence over that person ’ s judgment or advise that person as to how to invest his/her property or procure any rights or Beneficial Interest attached to their investments then that person is
deemed to be a Connected Person and you will need to seek pre-clearance for any relevant transactions
undertaken by the Connected Person. In addition you will also be required to seek to ensure that the Connected Person adheres to the reporting requirements set out in Section 4.
A Connected Person may include:
· A company in which one or more Employees and/or any Connected Person has an interest in 20% or more of the equity capital or is entitled to exercise or control more than 20% of the voting power;
· A Trustee of a trust under which an Employee, his/her spouse, child, stepchild or adopted child under the age of 18, or a company as defined above, is a beneficiary or a discretionary object; and
· A trust of which an Employee or Connected Person is a settlor.
Note: Whether you have influence over or procure any rights or benefits from a Connected Person is dependent on your judgement. The point you must take very seriously as an Employee, is that if it subsequently becomes clear that you did have influence and have exerted it, or have received benefit from the investment, and if the Code has not been complied with then that will be considered as a breach of the Code.
Equities Investment Professional
An Equities Investment Professional (EIP) is a person who works within the Equities Business Unit.
Security
A Security is defined very broadly for the purposes of this Code. It means any ordinary share note, stock, bond, debenture, investment contract or limited partnership interest and includes any rights to acquire or dispose of any security (i.e. options, warrants, futures contracts) and investments in investment funds and hedge funds. Investments in commodity derivatives, currency derivatives, SIPPs, AVCs, FSAVCs and FURBs are to be treated as a Security.
A Security does not include contributions by salary deductions to M&G or Prudential staff pension schemes or any contribution to your AVC accounts linked to either of these schemes. Neither does it include investments in UK authorised Unit Trusts, UK authorised OEICs and unitised savings products not managed by Prudential or M&G and nor does it include any product issued by National Savings and Investments.
A Security does include, but only for reporting purposes, investments in Unit Trusts, OEICs, and unitised savings products managed by Prudential or M&G. Table 1 sets this information out in detail, but if you have any uncertainty as to whether an investment falls within scope, please contact Asset Management Compliance for guidance.
1.
6
PERSONAL ACCOUNT DEALING
1.1 General
This section applies to all Employees. As an Employee you are required to seek pre-clearance from M&G before undertaking a personal account deal.
The next sections set out in detail:
· What constitutes a personal account deal;
· What you have to consider before undertaking a personal account deal;
· What you need to do when undertaking a personal account deal; and
· What you have to do once you have completed your personal account deal.
1.1 What constitutes a personal account deal?
A personal account deal is a transaction undertaken by either you or a Connected Person in an investment that requires you to seek pre-clearance from M&G before undertaking the transaction – see Table 1.
The reason for this requirement is that M&G is required to have procedures to control your personal account dealing so that there is an assurance that these do not:
· Conflict with investment transactions being undertaken by M&G; and/or
· Breach any restrictions on dealing which M&G may have in place at that time.
1.1 What you have to consider before undertaking a personal account deal
Employees and their Connected Persons are strictly prohibited from:
· Dealing in a security on the M&G Restricted Dealing Lists (RDLs);
· Dealing when in possession of information which if publicly known would materially impact the price of the security, commonly known as material non-public information ( ‘ MNPI ’ ) or price sensitive information
( ‘ PSI ’ ), see for example the M&G Real Estate Chinese Wall Policy;
· Dealing in contravention of The FCA ’ s Code of Market Conduct;
· Dealing in contravention of US Federal Securities Laws – see appendix 1;
· Undertaking bear or short transactions – that is the sale of an investment not already owned;
· ‘ Taking ’ money for conventional options and undertaking sales of traded options unless they are fully covered by stock or cash margin;
· Trading options on considerations of a short-term nature on Prudential plc. Shares;
· Acquiring any security in a privatisation or new issue (for example an IPO or an offer for subscription of new shares), though this is subject to two exceptions:
o
the application in relation to a privatisation or IPO is made on a public application form which does not show that the applicant is associated with M&G; and
o
the offering of new shares by Venture Capital Trusts or Enterprise Investment Schemes, in which M&G would not invest client assets.
In these two exceptions pre-clearance is not required. In the case of limited (i.e. non-public) offerings, these are generally permitted but must be pre-cleared. Multiple applications by an individual for privatisations or new issues are prohibited;
"
Buying and selling (or selling and buying) the same securities within 30 calendar days. This includes limit orders. Selling and buying to transfer assets between accounts e.g. “ Bed and ISA trades ” is permitted;
·
7
Unle ss o t he r w i se a g r e e d , s e e k i n g an d ob t aini n g c r edi t o r s pe c ia l dealin g f a c ili t ie s w i t h a b r o k e r o r c oun t e r pa r t y ; a n d
· Spread be t t i n g an d c o n t r a c t s f o r d i ff e r en ce i n f in a n c ia l in s t r u m e n t s .
It should be noted that Employees and Connected Persons are discouraged from short term and frequent dealing. Normally M&G would expect investments to be held for a minimum of sixty days and that an employee would have no more than sixty trades in a quarter. If repeated short term trades or an excessive number of trades are identified then the individual concerned may be required to explain to Compliance in writing, with supporting evidence, the reasons for the trades and may in future be required to document those reasons before dealing.
Staff in our international offices are asked to note their local regulatory requirements. E.g. Japan has a six month minimum holding period for securities. (These restrictions are set out in local Compliance manuals).
The ban on spread betting and contracts for difference in financial instruments does not apply to such betting in relation to sporting events but such bets should be placed in an Employees own time and not from the office or using company equipment.
1.1 What you need to do when undertaking a personal account deal
1.1.1 All Employees and Connected Persons other than Equity Investment Professionals
After considering the matters in the preceding section and having satisfied yourself that in requesting permission to undertake a personal account deal, you will not breach those requirements, you must complete a pre-clearance request using the PTA System.
Your pre-clearance request should as closely replicate your intended trade as possible (specifically the nominal of shares/value of trade). A pre-clearance is required, regardless of the value of your trade.
If the system is not available, manual forms are available from the Asset Management Compliance Team, but these are only to be used in the event of systems failure.
If your transaction is approved you are free to either complete the transaction within 24 hours or to place your instruction, which includes posting it, within 24 hours
(If you do not instruct your broker within 24 hours your preclearance expires and you must obtain a new one.)
If you do not obtain a valid preclearance M&G may require you to break your trade or give up any profits.
(In the case of transactions arising from deferred remuneration or from closing SAYE schemes preclearance may be obtained after you have given your instruction, provided that the trade has not been executed. However, if your pre-clearance is denied, or is obtained after your trade has been executed you will be in breach of the Code. )
Any changes to a limit order must be precleared.
If your transaction is greater than the current ISA limit it will be checked against the firm ’ s open orders and the firm ’ s trades from the previous five days before being approved. This might result in your pre-clearance request being delayed for a short time. If you have any concerns please contact P a dealin g @ m an d g . c o . u k
1.1.2 All Equity Investment Professionals
An EIP or Connected Person should not undertake a personal transaction in a financial instrument about which the EIP has made a recommendation until at least two business days after the issue of the formal recommendation. To evidence that a formal recommendation has been made it must be issued on a recognised means of internal communication, i.e. on ‘ The Source ’ , or emailed to the wider investment team.
8
For the sake of clarity, a recommendation made at the morning meeting will be deemed to meet this requirement when the minutes of that meeting are issued.
An EIP or Connected Person should not undertake a personal account transaction in the financial instrument if he/she is about to make a recommendation or is aware that another EIP is about to make a recommendation about that company.
1.1.3 Other Restrictions
Employees must refrain from undertaking personal investment transactions with the same individual employee at a broker-dealer firm with whom business is conducted on behalf of certain US clients. A current list of broker accounts which are affected by this can be located on the Dashboard of the PTA system under “ Documents ” .
The individuals impacted by this requirement receive separate guidance from Compliance on how to meet their obligations in this area.
1.2 What you have to do once you have completed your personal account deal
When you have instructed your broker and been notified of the execution price you must:
· Post-clear your trade on the PTA system.
· Upload a Contract note to the Pre-clearance request.
The PTA system will review this and create a ‘ Broker Confirm ’ automatically. You do not need to create a ‘ Broker ’ Confirm ’ yourself.
Instructions on how to do this are available on the PTA System.
1.
9
SECURITIES REPORTING
1.1 General
As an Employee you are required to report at defined points in time, using the PTA system, details of certain investment holdings and related transactions as specified in Table 1.
It should be noted that the reporting requirements are extended to encompass those individuals who are considered by you to be a Connected Person.
All Employees are encouraged to keep detailed records of their personal securities holdings and transactions. Compliance may, from time to time, request that the Employee provides a reconciliation of their holdings based on the information provided to Compliance during the period. The types and content of each report are set out in 3.2 and 3.3 below.
You are required to report details of any discretionary managed accounts held in your name or in the name of a connected person. A discretionary account is defined as an account where (i) the portfolio is individually managed by a reputable independent manager to whom full investment discretion is granted (ii) you have no direct or indirect influence or control over the investment decisions (iii) you are not aware of such decisions until after the transactions are effected.
Any such accounts must be reported, however the holdings and transactions within such accounts are not reportable. All other accounts and transactions remain reportable.
1.2 Initial Statement of Investments Held
Upon joining the company as an Employee you are required to complete an on-line declaration to confirm that you have read and understood the M&G Code of Ethics and provide an Initial Statement of accounts and holdings using the PTA System.
You are required to complete this requirement no later than 10 calendar days after becoming an Employee.
The Statement of Investments Held must be current as of a date no more than 45 calendar days prior to the date you became an Employee.
You should note that even if you do not hold any securities which require reporting you are still required to complete the declaration using the PTA System.
You are also required to confirm that you have read and understood the U.S. Political Contributions Policy ( “ Pay to Play ” ).
1.3 Quarterly Statement of Investments
Within 30 calendar days of each quarter end you are required to complete:
An on-line declaration via the PTA System confirming that the records held on the PTA System of your accounts, holdings and transactions are correct, up-to date and in compliance with the Code of Ethics; each such declaration will be taken to be a submission of a holdings report as required by Rule 204 A 1 (b) ii B.
That you have read, understood and complied with the Code;
That you either have none or have declared all personal associations to Compliance;
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That you either have not received or have declared all Gifts and Hospitality to Compliance;
And that you have read, understood and complied with the U.S. Political Contributions Policy ( “ Pay to Play ” ).
1.4 Additional requirement for Equity Dealers and Fund Managers of US-based Clients registered as a CF30 with the FCA
All Equity Dealers and Fund Managers of US-based clients are additionally required to report, at the end of each quarter, all personal trades in ALL (not just M&G) Authorised Unit Trusts and Open Ended Investment Companies irrespective of who the Authorised Fund Manager is.
2.
11
PERSONAL ASSOCIATIONS
2.1 General
This section does not apply to PGDS Employees, as per section 1.3.
A conflict of interest may arise when you have a business or personal interest that influences or may appear to influence your independent and objective judgement at work.
2.2 Guidelines
M&G, and indeed Prudential, require that if an Employee has a close association with a person or organisation that could compromise impartial business dealings, then this should be declared.
2.3 Criteria
There is no hard definition of what constitutes a close association but it is normally where an Employee is:
· Actively involved with a company which either seeks or undertakes business with M&G;
· Actively involved with a company which competes for business where M&G would be a competitor;
· Actively involved with a business which has an impact on the Employee ’ s ability to fulfil their role within M&G;
· Related to a person who the Employee is able to direct business to, for example:
o a buyer of print places business with a printer which is owned by the buyer ’ s brother;
o a dealer places orders for an equity with a trader at an investment bank where the trader is the dealer ’ s
sister;
o legal advice is sought from a law firm where the wife of the Employee seeking the advice is a senior partner;
o an IT contract is awarded to a firm where the Employee ’ s son is an influential Employee.
· Connected in any way to a business or person, which if scrutinised by a third party could give the view that the relationship was contrary to what is considered to be acceptable business practice.
If you are in doubt you should contact your Business Unit HEAD .
1.1 What to do
If you consider you have a personal association which meets the criteria you should complete the form at Appendix 2 and submit the form to your Business Unit Risk Coordinator, and then to your Business Unit Head for approval, with a completed copy to Asset Management Compliance.
Any M&G Real Estate personnel should report any relevant personal associations directly to Real Estate Compliance in London or Singapore.
2.
12
GIFTS & HOSPITALITY
This section of the Code describes the requirements applicable to M&G personnel in relation to the giving and receiving of gifts & hospitality.
2.1 INTRODUCTION
M&G must always act honestly, fairly and professionally in the best interests of its Clients. Employees must not do anything in relation to Clients, Intermediaries, Counterparties, Service Providers or Other Business Contacts which could cause them to act improperly.
All M&G Employees must act in accordance with:
·
the requirements set out in the Code of Ethics ( “ the Code ” );
·
the FCA ’ s detailed rules on Inducements set out in the FCA ’ s Conduct of Business Sourcebook ( “ COBS ” ) at section 2.3;
·
the FCA ’ s detailed rules on Adviser Charging set out in COBS at section 6.1A (M&G Employees involved in the provision of retail investment products);
·
the FCA ’ s “ Finalised Guidance on Supervising retail investment advice: inducements and conflicts of interest ” (M&G Employees involved in the provision of retail investment products);
·
the Bribery Act 2010;
·
M&G ’ s Anti-Bribery and Corruption Policy (Link to M&G ABC Policy); and
·
M&G ’ s Conflicts of Interest Policy.
Section 1.2 of the Code provides further information in relation the compliance obligations of all M&G Employees.
This section of the Code describes the requirements applicable to all M&G Employees in relation to the giving and receiving of Gifts and Hospitality.
Section 5.2 defines the applicable terms and outlines the high level requirements of this Policy.
Section 5.3 covers the giving and receiving of Gifts and Hospitality, as defined below, unconnected to a conference, seminar or other training event.
Section 5.4 covers attendance at seminars, conferences and training events whether provided by M&G or to M&G and related Gifts and Hospitality.
Section 5.5 covers controls, reporting and compliance with the Policy.
M&G Real Estate
For the purposes of this policy, the following are noted:
·
Certain personnel of M&G Real Estate conduct real estate asset management, property management, asset sourcing, leasing and development activities which do not constitute designated investment business directly within scope of FSMA and the FCA ’ s rules
·
It is recognised that physical real estate is a very different asset class from equities or bonds. There is no liquid “ market ” as such for physical real estate; there are no “ quotes ” . While many properties may be “ advertised ” for sale, many are bought or sold “ off market ” ; through contacts with real estate market participants, M&G Real Estate is often the first port of call for sellers or buyers who know that M&G Real Estate can carry out due diligence and complete
13
within agreed (often tight) timeframes. This deal flow is recognised by Clients as being very beneficial to them
·
For such real estate personnel, the maintenance of business relationships with counterparts in the real estate sector through non-extravagant business entertaining is recognised as important. Consequently, to maintain the necessary relationships to retain that deal flow, relevant M&G Real Estate employees may apply for exemptions from certain detailed Hospitality rules where they can be shown to be beneficial to Clients
·
Those exemptions must be submitted in writing for pre-approval by the Head of M&G Real Estate and Real Estate Compliance. (In the case of his/her own Hospitality, the Head of M&G Real Estate must apply for an exemption to the CEO of the M&G Group.) As with any Hospitality, exemptions must be properly justified and documented and will be subject to monitoring review
·
For the avoidance of doubt, activities conducted by all personnel of M&G Real Estate are within scope of the UK Bribery Act, and the monetary limits and approval thresholds set out in this policy apply to all Gifts and Hospitality. Hospitality in particular must be reasonable and proportionate
Fixed Income Private Assets
Considerations similar to those affecting M&G Real Estate arise in Fixed Income in relation to non-MiFID assets, which include not only real estate assets but also a number of private fixed income and infrastructure assets. Consequently exemptions to the Gifts and Hospitality rules may be granted where it can be shown to enhance the quality of the service to the client. Exemptions to the Gifts and Hospitality Rules may be granted if approved by the Head of Fixed Income and by Compliance. (In the case of his/her own Gifts and Hospitality, the Head of Fixed Income must apply for an exemption to the CEO of the M&G Group.) As with any Gifts and Hospitality, exemptions must be properly justified and documented and will be subject to monitoring review.
Non-MIFID jurisdictions
Where M&G is operating in a regulated market which is not subject to MIFID rules on Inducements, exemptions to the policy may be permitted where these reflect local market practices and are in line with local regulation, provided that these do not place M&G in a conflict with its Clients, Service Providers, Intermediaries, Counterparties or Other Business Contacts or with the Code of Ethics. Exemptions to the Hospitality rules may be granted if approved by the Business Unit Head and by Compliance. Contact Compliance for details of countries subject to the MiFID Rules.
1.1
14
DEFINITIONS AND HIGH LEVEL REQUIREMENTS
The definitions below apply to all sections.
a)
Definition of Relationship Type - please note that the below definitions apply equally whether the relationship is prospective, current or historic. You should consider what capacity the individual you are dealing with normally interacts with you to define their relationship type.
Client |
M&G Securities ( “ MGSL ” ) |
Any shareholder or unitholder in a UCITS fund or AIF managed by MGSL |
|
MAGIM/MAGAIM |
Any shareholder, unitholder, limited partner or similar in any fund to which MAGIM or MAGAIM acts or has acted as investment manager, alternative investment fund manager or promoter. The Trustees, Directors or members of any other sort of governing body of any segregated Client. The day to day administrators of any segregated Client. |
|
M&G Real Estate (UK, Europe and Asia) |
Any shareholder, unitholder, limited partner or similar in an AIF or other type of fund operated by an M&G Real Estate company to which any M&G company acts or has acted as investment manager, alternative investment fund manager or promoter. E.g. MAP, MEP, UKPF, RESI , ESPIF. The Trustees, Directors or members of any other sort of governing body of any segregated mandate. The day to day administrators of any segregated Client. |
|
M&G Asia Singapore M&G Asia Hong Kong M&G International |
Because these firms are solely distributors of the funds and investment expertise of other companies in the M&G Group they have no Clients of their own. They should treat Clients of other M&G Group Companies as if they were their own Clients. |
|
Prudential Trustee Company Limited |
Any Client. |
Counterparty |
Any regulated firm through which an M&G Group Company buys or sells or arranges investments of any sort, whether or not they are financial instruments. To the extent M&G deals with a company, for example in the origination of loans, that company is a Counterparty for members of staff who interact with it in that capacity.. |
|
Employees |
Employees of any M&G Group Company. Anyone seconded to an M&G Group Company. |
|
Intermediary |
Any regulated or unregulated firm that introduces Clients to any M&G Group Company. This includes placement agents who are employed by an M&G Group Company. |
|
Service Provider |
Any firm or individual that provides services to an M&G Group Company and that does not also introduce Clients to an M&G Group Company. E.g. Solicitors, Accountants, Business/Regulatory/IT Consultancies, Third Party Administrators, Media Company. Firms or individuals who would otherwise be regarded as Service Providers but who do introduce Clients to M&G and in doing so owe a duty to act in the best interest of those Clients must be regarded as Intermediaries. |
|
Other Business Contacts |
Any firm or individual who does not provide services to an M&G Group Company and that does not introduce Clients to an M&G Group Company but with whom an Employee will meet for business purposes e.g. Industry professionals, Press, Investee Companies, other parties sharing a mutual contact. |
b)
Definition of Activity
Definitions |
|
Hospitality |
When the type of Hospitality is not specified, includes Connected Hospitality and Simple Hospitality above de minimis levels.
Training is not hospitality. Sustenance may be provided during the training (not before or after).
Where M&G pay on behalf of an employee to attend an event this is not hospitality.
Where M&G provide access to an event (e.g. providing tickets to the Chelsea Flower Show) even when the other party pays their fair share then this access constitutes hospitality. |
|
|
Connected Hospitality |
Broadly defined as the provision or receipt of: Breakfast, lunch, dinner or a drinks reception or some form of Hospitality connected to a business meeting (e.g. where there is a proper business agenda), conference, seminar and which is greater than reasonable sustenance: HOWEVER, where: (1) a spouse, partner or family member is invited; and/or (2) no-one from the firm providing the Hospitality attends; then the Hospitality (for both the individual and spouse) is treated as a Gift for the purposes of this policy. |
Simple Hospitality |
Broadly defined as the provision or receipt either in-house or at a restaurant, cafe etc. of: Breakfast, lunch, dinner, a drinks reception or some Hospitality unconnected to a business meeting (e.g. where there is a proper business agenda), conference, seminar or other training event HOWEVER, where: (1) a spouse, partner or family member is invited and/or (2) no-one from the firm providing the Hospitality attends then the Hospitality (for both the individual and spouse) is treated as a Gift for the purposes of this policy. |
Gift |
Anything above £20 given to a recipient who gives nothing of value in return. This does not include prize draws or competitions. |
Promotional Gifts |
M&G branded promotional items e.g. pens, notebooks or umbrellas or items of similar low value. |
Events |
An event includes a concert, arts event, theatre performance, sporting event, a round of golf, etc. |
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If you are unclear into which category a firm or individual falls or whether or not something is a Gift, Simple Hospitality or Connected Hospitality, then please discuss with your line manager. If after such discussion you are still unclear then you should ask Compliance for advice.
High Level Requirements
The following high level requirements apply to all Gifts and Hospitality:
·
Gifts or Hospitality given to or received from Intermediaries or Counterparties must be designed to enhance the quality of service to clients and this must be demonstrable and documented;
·
Where the enhancement of the quality of service to the Client is not demonstrable but it is believed that there is an intangible benefit to the Client then both M&G and the Intermediary, Counterparty or Service Provider must pay their true fair shares of the actual cost;
·
Gifts or Hospitality given to or received from Clients, Service Providers or Other Business Contacts must be shown to be beneficial to our business relationship without creating unmanageable conflicts of interest;
·
The reported cost of Gifts or Hospitality must represent the actual cost paid or the estimated market value (whichever is the higher) not the face value of the Gift or Hospitality;
·
Where an Employee is entertained the individual is required to make an honest estimate of the cost of that Hospitality; good practice is to request confirmation of the cost from the provider of the Hospitality which should be recorded;
·
Irrespective of who pays for the Gifts or Hospitality, steps must be taken to ensure that the frequency of Hospitality is not excessive. Consequently, an employee should not meet for Simple Hospitality with a representative of a Client, Service Provider, Intermediary or Counterparty in their capacity as such more than once a quarter and no more than four times a year. . This is in addition to any formal business meetings or training courses where Connected Hospitality is provided and which do not include any form of Hospitality over £20 per head;
·
The value of a Gift or Hospitality, given or received, must not exceed the limits set out in the Policy, must be in proportion to the relationship and must not be designed to induce the recipient to place business with or favour the person giving the Hospitality;
·
Gifts and Hospitality must never be of a nature that could result in adverse publicity for M&G and/or its Employees;
·
Where Gifts and Hospitality relate to a Service Provider operating under an outsourcing contract, care must be taken to ensure that staff carrying out their obligations to oversee any of the outsourced activities are not likely to be influenced in any way;
·
For the avoidance of doubt, Gifts and Hospitality paid for by an individual from their own resources are covered by this policy except that where a personal friend or family member happens to work for a Client, Intermediary, Counterparty, Service Provider or Other Business Contact and there is an exchange of gifts or hospitality that would have occurred in any event i.e. whether the staff member worked at M&G or not, such Gifts and Hospitality fall outside this Policy. Employees are reminded of the requirement in Section 4 of the Code to declare close personal associations which might cause a conflict of interest;
·
Employees must be especially mindful of how any Gift or Hospitality could be perceived when the Client, Intermediary, Counterparty, Service Provider or Other Business Contact is in the process of agreeing an investment in M&G funds or contract for services; and
·
Employees must also be mindful that some events may have a greater value to certain individuals than others and hence donors may attempt to structure their entertainment based on the knowledge of the recipient ’ s interests.
1.1
18
GIFTS AND HOSPITALITY
a) Gifts
The general requirements relating to the giving and receiving of Gifts are as follows:
·
Any Gift given or received should be treated in accordance with the sterling limits below or the local currency equivalent, as approved at 1 January each year. Management may impose lower country local limits at their discretion;
·
The giving or receiving of Gifts in the form of cash or vouchers is strictly prohibited except for prize draws and competitions pre-approved by Compliance;
·
Where a Gift is received which can be broken down into smaller lots the total value of the Gift as received by the named individual should be recorded. For example, where a manager of a team receives as a Gift a case of wine, they need to consider the total cost of the case of wine, even where they may break the case down into individual bottles and distribute these amongst their team;
·
M&G branded promotional items e.g. pens, notebooks or umbrellas or items of similar low value ( “ Promotional Gifts ” ) do not need to be logged separately;
·
No Gift or Hospitality should be given to any form of government official (elected or unelected) without pre-clearance from your Business Unit Head and FCPU;
·
M&G is prohibited from making political donations. You are prohibited from making political Gifts or donations on behalf of M&G; and unless you are a US citizen you may not make a political contribution to any US elected official, candidate for office, or political action committee. Please see the firm ’ s Pay to play policy at http://thesource.mandg.local/Sites/Teams/CentralRisk/Policies/Documents/MAGIM%20US%20Political%20Contributions%20Policy.pdf
·
If an Employee provides tickets to a Hospitality event, and the Employee is present when the tickets are used by a third party then this is Hospitality, not a Gift. If the Employee provides tickets only and does not attend, then this is a Gift; and
·
It is generally not permitted for an employee to make a charitable Gift on behalf of M&G. If in any circumstance you feel the giving of a charitable Gift by M&G to a charity you know to be favoured by a Client, Intermediary, Counterparty or Service Provider would be appropriate without causing a conflict of interest or if you otherwise intend to provide support to a charity in reliance upon M&G (e.g. through the provision via M&G of items to be used as raffle prizes or other promotional consideration) then you must receive pre-clearance from an M&G Limited Director and a designated member of the Compliance team. However, you should first check with the Charity and Community Relations Manager that M&G would wish to support the charity in question.
b) Approval Requirements for Gifts
The Approval requirements for Gifts depend upon:
·
The value of the Gift;
·
Whether the Gift is being given or received; and
·
The type of entity giving or receiving the Gift.
These are summarised in the tables below:
NB: Gifts of a total value of more than £100 in aggregate must not be given to or received from the same individual in a calendar year.
c) Hospitality
Hospitality provided by M&G above de minimis values set out in the table below must meet the following requirements:
·
The required approvals are obtained in line with the limits set out below;
·
An M&G host must be present at all M&G - hosted Hospitality events;
·
The cost is reasonable and proportionate taking into account the location of the venue;
·
To ensure that the opportunity for genuine business dialogue to enhance the quality of service to Clients exists the following ratios of Employees to invitees must not be exceeded for Intermediaries and Counterparties:
Formal Dinner – a minimum of one M&G Employee per 5 guests
Drinks or Buffet Reception – a minimum of one M&G Employee per 20 guests
·
To ensure that the opportunity for genuine business dialogue that is beneficial to the proper working of our business relationship exists the following ratios of Employees to invitees must not be exceeded for Clients, Service Providers and Other Business Contacts:
Formal dinner a minimum of one M&G employee per 5 guests
Drinks or Buffet Reception – a minimum of one M&G employee per 20 guests
·
The location of the venue must be appropriate for business discussions to take place or the type of event must permit business discussions to take place and for drinks and buffet receptions then the appropriateness must be documented in advance.
·
The cost of Hospitality must represent the actual cost paid or the estimated market value (whichever is the higher) not the face value of tickets of a sporting event or the like.
·
The instigator of a Hospitality event has responsibility for ensuring that the details are recorded and, where necessary, approval is received.
d) Hospitality Approval and Reporting Requirements
The Hospitality approval and recording requirements are as follows for all Relationship Types in 5.2 DEFINITIONS AND HIGH LEVEL REQUIREMENTS :
You should note that there are additional requirements set out below.
NB:
Hospitality should be pre-approved except in exceptional circumstances e.g. you attend a business meeting and at the meeting are invited to lunch
Where post event approval is sought and refused then the Employee must pay the cost from the Employee ’ s personal resources.
Where Hospitality is given or received which is valued at over £200 per head then the balance must be paid from the Employee ’ s personal resources to the charity chosen at the beginning of each year by the Charity and Community Relations Manager. Payment will be made via the Charity and Community Relations Manager who will provide regular management information to the relevant compliance team.
In all cases local expense claim procedures must be followed.
Additional requirements apply depending on the type of Hospitality provided and Relationship Type:
1.1
25
ATTENDANCE AT SEMINARS, CONFERENCES AND TRAINING EVENTS ( “ events ” ) PROVIDED BY OR TO M&G AND RELATED HOSPITALITY AND GIFTS
This section of the Code describes the requirements as regards travel, accommodation and other costs associated with events and is applicable to:
i)
events organised for or by Clients;
ii)
events organised for or by Intermediaries; and
iii)
events organised for or by Counterparties, Service Providers or Other Business Contacts.
a)
General Requirements for Employees
·
When considering hosting an event (especially a Hospitality event) in a country other than one in which a Client, Intermediary, Counterparty or Service Provider resides the Employee must ensure that it can be provided in line with the Hospitality approval limits in 5.3 Gifts and Hospitality. Any proposal to do so must be discussed with Compliance before any arrangements are made.
·
Travel, accommodation and expenses for days without a definite work agenda and which may not be beneficial for the working of the business relationship must be paid for by the M&G Employee out of his own resources and may not be paid for by M&G. It is understood that it can be difficult to calculate an exact split of costs between business and non-business activity. Employees must ensure that they can demonstrate that they have considered this requirement and have used best endeavours to ensure they do not receive Hospitality that is not related to business activity.
For example: if an Employee attends a day long business event organised by a Client, which is followed by a second day of social activity, such as Golf, where there is no planned business agenda for discussions which will benefit M&G or its Clients then the cost of the second day must be borne by the Employee. If however, it can be demonstrated that the second day provides benefit to M&G in the proper working of the business relationship with the Client, then M&G may pay the cost. This would still be classed as Simple Hospitality and need to follow both the limits on cost and take place no more than once per quarter.
·
In cases where Hospitality has been received by an M&G Employee that would not be allowable under this Policy, the Employee must repay the provider.
·
Employees can organise their travel arrangements so that, for example, they travel home from a business conference on a Sunday rather than a Friday, in order to spend the weekend in the location of the conference provided that this is not at any additional cost to M&G for the travel arrangements and this is approved by the Employee ’ s Line Manager. However, a comparison between the expected cost of the travel arrangements and the actual travel costs must be undertaken and any additional costs (in relation to flights, accommodation etc.) must be met by the Employee.
a)
Travel
For Events organised by M&G, M&G may pay travel expenses as follows:
·
For Clients visiting London who live outside of the M25
·
For Clients visiting Singapore who do not reside in Singapore
·
For journeys of more than 1 hour from a Client ’ s place of work to an Infrastructure or Real Estate Asset or other assets agreed with Compliance.
·
M&G will pay for travel in a manner consistent with the M&G Travel Policy
·
The cost of a taxi from the appropriate public transport location to the London or Singapore office or Real Estate or infrastructure location
·
On the receipt of an invoice for any of the above
·
M&G will not pay any toll or enforcement tickets
26
The level of Hospitality, accommodation and travel expenditure must not be such that it could be regarded as able to influence the Client or likely result in the Client acting improperly in relation to its dealings with M&G.
a)
Accommodation
For Events organised by M&G, M&G may pay accommodation costs where:
·
The client is visiting M&G ’ s Head Office in London or Singapore from another country;
·
A training event or conference requires an overnight stay.
The following conditions apply:
·
M&G will not pay accommodation costs for a London based event for anyone living within the M25 or for a non-London based event, to anyone living less than 1 hour from the venue;
·
A standard room only is taken, including incidentals costs up to £20 i.e. water from the mini-bar;
·
Where agreed in advance and on receipt of an invoice; and
M&G may organise a hotel for overnight accommodation for and negotiate a preferential pricing rate which is the price that we record for Reporting purposes.
a)
Events
Investment Seminars and Conferences
M&G or Employees may arrange or attend investment seminars, conferences and training events. M&G staff arranging such seminars and conferences must ensure that the Gift and Hospitality limits in Parts 1 and 2 are met. No Hospitality or Gifts should be provided which if offered to Employees would need to be refused under the terms of the Code. Any queries should be referred to your relevant Compliance team.
The table below sets out the requirements relating to attendance at events by Relationship Type. NB: Specific requirements relate to participation/contribution to Seminars and Conferences which are dealt with separately below.
Sponsored Corporate Hospitality Events
M&G may provide Corporate Sponsorship and Branding to events such as the Chelsea Flower Show. All Hospitality or Gifts provided in association with the sponsored event must meet the requirements as set out in 5.2 DEFINITIONS AND HIGH LEVEL REQUIREMENTS and the Hospitality Reporting and Approvals in 5.3 Gifts and Hospitality or such other requirements as are set by the M&G Limited Board.
Where the Sponsorship package provides M&G with access to the Sponsored event for example, a number of tickets to an Art exhibition are included in the package, the provision of these tickets will either be a Gift, where an M&G Employee or Employees in the ratios set our above will not be present when the tickets are used, or must meet the Hospitality requirements where an Employee will be using the tickets to host a Client, Intermediary, Counterparty or Other Business Contact.
In both scenarios, the requirements in Section 5.2 and 5.3 must be met.
Distribution Agreements
A Distribution Agreement is an arrangement whereby M&G will agree with a third party firm to provide a range of services for a fee. The services provided and how they should be treated will fall into one of the descriptions in the table below and each element of the Distribution Agreement needs to be assessed under the relevant criteria for that component.
M&G will not normally agree Distribution Agreements in respect of retail investment products greater than one year in duration to minimise conflicts of interest.
The detailed requirements below do not generally apply to activities conducted which do not relate to retail investment products, but for the avoidance of doubt individuals involved in participating in and/or organising such activities are required to have consideration to the general requirements of this policy (particularly the guidance related to Seminars and Events above) and of M&G ’ s Conflicts of Interest Policy.
1.1
31
CONTROLS
Individuals ’ responsibilities
Individuals are responsible for:
·
Having read, understood and confirmed their understanding of this Code via the Quarterly Code of Ethics declaration; and
·
Ensuring they act in accordance with the Policy at all times.
The name of the person from whom an Employee is receiving, or to whom an Employee is giving, a Gift or Hospitality must be recorded not just the name of the firm.
Business Unit Heads ’ responsibilities
Business Unit Heads are responsible for the adherence by their Business Unit to this Code. They need to ensure that through the receipt of relevant MI they are:
·
Ensuring that processes are operating correctly and that controls are effective;
·
Aware of the activities being undertaken;
·
Analysing the aggregate expenditure on all Gifts and Hospitality across their Business Unit; and
·
Raising any concerns with the relevant Employee, Line Manager and Compliance.
Line Managers ’ responsibilities
Prior to approving a Gift or Hospitality, Line Managers should review the Gifts and Hospitality form request taking the following points into account:
·
Has the Employee clearly justified that the hospitality will be reasonably capable of being able to enhance the quality of service to the client or that it benefits the working relationship between M&G and the firm without creating unmanageable conflicts of interest? This justification should include the rationale for the event, an assessment of end customer benefit or M&G working relationship benefit, attendee selection criteria and an assessment of the cost of the hospitality in line with limits set out in this policy;
·
Whether acceptance or provision of the Gift or Hospitality presents a perceived or actual conflict of interest (as described in this policy and in the M&G Group Conflicts Policy);
·
The frequency of Gifts and Hospitality accepted or provided by the employee from or to the third party concerned in a given period;
·
The frequency of Gifts and Hospitality offered to or by the Client, Intermediary, Counterparty or Service Provider or Other Business Contact in a given period; and
·
Consistency with other line managers, particularly in regard to group events and whether annual leave was used to attend.
Where it is unclear whether or not it is appropriate to approve Gifts or Hospitality the Line Manager should consult with Senior Management. Any decisions made should be documented so that an audit trail is available and consistency can be achieved when similar questions are asked later.
Compliance responsibilities
Compliance is responsible for:
·
Ensuring the approval process has been followed;
·
Checking that the reported value of Gifts/Hospitality given and received meets the limits set;
·
Compliance will carefully review gifts and entertainment received by portfolio managers, analysts, and
32
traders for US registered funds due to recent SEC guidance on the receipt of gifts and entertainment “ in connection with ” the placing of trades for the funds. This scrutiny will apply to gifts and entertainment received from brokers and dealers, whether they do business with the M&G advised US funds or hope to do so.
·
Reviewing the cumulative value and frequency of all Gifts and Hospitality in relation both to M&G Employees and those giving or receiving Gifts and Hospitality to or from M&G; and
·
Providing MI to Boards and their committees as required
Failure to comply
Failure to act in accordance with the Code of Ethics will be regarded as a serious matter and could in certain circumstances result in disciplinary action, including dismissal.
If at any time you realise you have not complied with the requirements of the Code, you should immediately contact Asset Management Compliance or the Retail or M&G Real Estate Compliance teams as appropriate. If you observe another person ’ s behaviour which is not compliant with the Code you must report this. You may choose to report to your Compliance team or in confidence directly to the Compliance Director.
Reporting
Gifts or Hospitality given or received should be reported via the Gifts and Hospitality System within 5 days of the event taking place.
Gifts or Hospitality which are refused because they are considered inappropriate, and/or excessive (e.g. in terms of value and/or frequency), must be reported to Compliance via the Gifts and Hospitality System within 5 days of the event taking place.
Record keeping
M&G is required to retain records of all reportable Gifts and Hospitality provided to third parties. Thus records of all benefits provided to third parties including entertaining, training, travelling and accommodation costs etc. will be retained for a period of seven years. This will normally be satisfied by the proper completion of the monthly expense returns (or appropriate Salesforce record for M&G Retail Sales Teams) or, when an event is organised by the Events Team, by having a full record of attendees and costs. The Gifts and Hospitality form (or Salesforce record for M&G Retail Sales) must be completed and will be retained for at least seven years.
Payments to the M&G approved charity where the maximum Hospitality value has been exceeded or non-approved Hospitality has been refused must be paid within 5 days of the event taking place
Exceptions and amendments to the policy
Exceptions and amendments to the policy may be granted by the Compliance Director. These must be reported to the Board at the next available meeting.
1.
33
ADMINISTRATION
1.1 Controls
M&G ’ s Chief Compliance Officer will arrange for an annual review of this Code to determine that it remains relevant and has been adhered to in the preceding twelve months, and make any recommendations for improvement.
The Chief Compliance Officer will ensure that the Code is subject to proper version control and maintain records to show the issue of new versions to all affected Employees.
1.2 Records
Asset Management Compliance will maintain, on a secure computer file, in accordance with the M&G Information Security Policy, sufficient details of all personal account dealing transactions. Personal Investment
Reporting and any other associated documentation provided with these returns will be held in a secure cabinet with access restricted to members of Asset Management Compliance.
A copy of the Code, a record of any violations of the Code, a record of all persons currently or within the past seven years who are or were required to make reports, a copy of each report provided to a fund board of directors, and a record of any decisions to approve the acquisition by investment personnel of IPOs and limited offerings will be maintained.
Records will be securely stored and maintained for a period of seven years, after which time they will be destroyed via a high security certified document destruction company. Records will be maintained in an easily accessible place.
Gifts and Hospitality forms will likewise be securely maintained but by the relevant Compliance Team (Asset Management, Retail, M&G Real Estate and PruCap).
1.3 MI
Management Information in respect of the Code will be supplied to each BU head and to the following Boards and Committees:
-
Investment management Committee
-
Fixed Income Management Board
-
Investment Management Committee
34
T a b le 1 – F i n a n c i a l i n s t r u m e nt s a n d th e ir r e po r t i n g r e qu ir e m e nt s
Item |
Action |
|
|
Before dealing |
After dealing |
1 . Pensions (including SIPPs, FURBs, AVCs, FSAVCs etc.) holding securities – look through to underlying security. See also 4, 5, 6 and 9D for pensions holding funds. |
Dependent on underlying investments follow appropriate line below.
|
|
2. Tax wrappers i.e. PEPs, ISAs, JISAs, Child Trust Funds (CTFs), holding securities – look through to underlying security. |
|
|
3. Securities Any Securities (including Equities or Bonds) whether Private, Public or Unlisted (and any derivatives thereof), (other than individually described in the table below), e.g. common equity shares, preference shares, ETFs, Government bonds (and any derivatives thereof), corporate bonds, warrants and investment trusts.
For VCT and EIS see item 8, below.
Shares arising from the Prudential Savings Related Share Option Scheme (SAYE), SIP, SharePlus, and other share based incentive schemes must be reported as an initial holding or adjustment as soon as the shares are registered in the individual employee ’ s name. Any sales of shares from such schemes must be pre-cleared. Any decision to take cash instead of shares as a result of a Prudential deferred bonus plan must also be pre-cleared. Sales simply to cover tax liabilities in respect of shares received need not be pre-cleared.
|
Submit a “ pre-clearance ” request using the PTA System and receive approval. |
Enter your “ post clearance ” information onto the PTA System.
Attach your contract note to the pre- clearance request. |
4. Transactions and holdings in M&G Funds NOT through or held in the M&G direct book DO need to be reported. |
Nothing |
Enter details of new (or existing) holdings as an Initial Holding.
Thereafter, any purchases or sales should be referenced using the “ adjustment ” function. |
5. UK Authorised Unit Trusts and OEICS where Prudential or any of its affiliates are not involved in the management of the fund.
This only applies to Equity Dealers and US Client Managers. (For everyone else, no reporting necessary, see 10B.) |
|
|
6. Unit Trusts, OEICs (including M&G Offshore Funds), SICAVs, etc. which are not UK authorised. |
|
|
7. Commodity derivatives (exchange traded or OTC), exchange traded currency derivatives and Index Trades (i.e. Index ETF, Index Exchange Trades Commodities). |
|
|
1. 8. Purchases of new shares as part of an IPO, including those relating to VCTs and EIS. 2. 3. For secondary market trades, see item 3, above. 4.
|
Nothing |
Add as an Initial Holding in the PTA System.
Pre-clearance must be obtained to sell. Sales are treated as sales of equities (See item 3). |
9A. The acceptance of an offer to subscribe for securities under a rights issue or a scrip issue on an existing holding. |
Nothing |
Update your holdings on the PTA System using the “ adjustment ” function promptly and no later than the end of each quarter.
Please note – if you choose to update this at the end of the quarter, you must enter every adjustment as a separate transaction.
You must NOT aggregate the amount and make a single adjustment.
Pre-clearance must be obtained to sell. Sales are treated as sales of equities (See item 3). |
9B. The disposal of such rights in nil-paid form. |
|
|
9C. The acceptance of a take-over offer. |
|
|
9D. Purchases or sales which are automatic in nature, including automatic investment plans, regular savings plans (including regular investments in the Prudential SIP or SharePlus Plan ) and buy-outs. |
|
|
9E. Part of an automatic dividend or tax reclaim reinvestment plan including the setting up of such a plan. |
|
|
9F. Tender Offers – the acceptance of a tender offer in which all existing shareholders are treated equally. |
|
|
10A. Contributions by salary deductions to the staff pension schemes of either Prudential or M&G and any contribution to your AVC accounts to either of these schemes. |
Nothing |
Nothing |
10B. UK Authorised Unit Trusts and UK Authorised OEICS where Prudential or any of its affiliates is not involved in the management of the fund, and the fund is forward rather than historically priced.
NB: This exemption does not apply to Equity Dealers and Fund Managers of US based funds – see section 3.5 of the Code. |
|
|
10C. Unit-Linked funds (including those within pensions) invested solely in UK Authorised Unit Trusts and UK Authorised OEICS (i.e. 10B). |
|
|
10D. Transactions and holdings in M&G UK Funds through or held in the M&G direct book do not need to be reported.
Holdings in M&G funds through other platforms must be reported. See item 4. |
|
|
10E. Cash ISAs. |
|
|
10F. Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. |
Nothing |
Nothing |
10G. Any holdings or transactions held within (an) account(s) over which you have no direct or indirect influence or control i.e. purely discretionary managed account. However, the account itself is reportable. |
|
|
10H. M&G LTIP. |
|
|
10I. With profits endowment policies. |
|
|
10J. Prudence bond, or equivalent with profits product. |
|
|
10K. Any product issued by the National Savings and Investments. |
|
|
10L. Child bonds, but note CTFs are covered under item 2. |
|
|
10M. Prudential Savings Related Share Option Scheme (SAYE) until you exercise your option (thereafter treat as equities). |
|
|
10N. Spread betting on non-financials, for example cricket. |
|
|
NB – Spread betting on Financial Instruments is strictly prohibited
37
[M&G Logo here]
PA Dealing Quick Reference Guide
Transactions |
What do I do on the PTA System? |
Acceptance of takeover offer |
Adjustment |
Automatic Dividend Re- Investment |
Adjustment |
Automatic investment plans |
Adjustment |
Cash ISA |
Nothing |
NS&I Children Bonds |
Nothing |
Child Trust Funds |
Depends what is held in it – see list |
Commodity Derivative |
Initial Holding |
Corporate bonds |
Pre-clear, Post Clear, upload contract note |
Discretionary Account |
Account details are reportable |
Discretionary Account holdings and transactions |
Nothing |
EIS when buying in a primary market |
Initial Holding |
EIS when trading in a secondary market |
Pre-clear, Post Clear, upload contract note |
Equity |
Pre-clear, Post Clear, upload contract note, unless IPO (see below) |
ETF – other than index linked (see below) |
Pre-clear, Post Clear, upload contract note |
ETF – Index linked |
Initial Holding or adjustment if already an existing holding |
Exchange traded currency derivative |
Nothing |
Financial Spread Betting |
Strictly Prohibited |
Government Bonds |
Pre-clear, Post Clear, upload contract note |
Index Trades |
Initial Holding or adjustment if already an existing holding |
Investment Trust |
Pre-clear, Post Clear, upload contract note |
IPO (buy) |
Initial Holding |
IPO (sell) |
Pre-clear, Post Clear, upload contract note |
Private offerings |
Pre-clear, Post Clear, upload contract note |
M&G Funds held directly with M&G |
Nothing |
M&G Funds not held directly with M&G |
Initial Holding, or adjustment |
M&G LTIP |
Nothing |
Regular Savings Plans |
Adjustment |
Rights Issue/Scrip on existing holding |
Adjustment |
Prudential Savings Related Share Option Scheme (SAYE) when you exercise option to hold shares, or prior to selling shares |
Initial Holding, or adjustment
When selling; Pre-clear, Post Clear, upload contract note |
Prudential SIP/SharePlus Plan |
Initial Holding, or adjustment When selling; Pre-clear, Post Clear, upload contract note |
Sport Spread Betting |
Nothing |
Staff Pension Scheme salary deductions |
Nothing |
UK Authorised Unit Trust/UK Authorised OEICS |
Nothing, unless you are an Equity Dealer or U.S. Client Manager |
Non UK Authorised Unit Trusts/ OEICS/SICAVs |
Initial Holding or adjustment if already an existing holding |
VCT when buying in a primary market |
Initial Holding |
VCT when trading in a secondary market |
Pre-clear, Post Clear, upload contract note |
With Profits endowment Policies |
Nothing |
Please contact the Asset Management Compliance team by emailing PADealing@mandg.co.uk for more help.
38
A ppendix 1:
Federal Securities Laws
The following are considered to be the Federal Securities Laws:
Securities Act of 1933
Often referred to as the “ truth in securities ” law, the Securities Act of 1933 has two basic objectives:
Require that investors receive financial and other significant information concerning securities being offered for public sale; and Prohibit deceit, misrepresentations, and other fraud in the sale of securities.
Securities Exchange Act of 1934
With this Act, Congress created the Securities and Exchange Commission. The Act empowers the SEC with broad authority over all aspects of the securities industry. This includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies as well as the nation ’ s securities self-regulatory organisations (SROs). The various stock exchanges, such as the New York Stock Exchange, and American Stock Exchange are SROs. The National Association of Securities Dealers, which operates the NASDAQ system, is also an SRO.
The Act also identifies and prohibits certain types of conduct in the markets and provides the Commission with disciplinary powers over regulated entities and persons associated with them.
The Act also empowers the SEC to require periodic reporting of information by companies with publicly traded securities.
Trust Indenture Act of 1939
This Act applies to debt securities such as bonds, debentures, and notes that are offered for public sale. Even though such securities may be registered under the Securities Act, they may not be offered for sale to the public unless a formal agreement between the issuer of bonds and the bondholder, known as the trust indenture, conforms to the standards of this Act.
Investment Company Act of 1940
This Act regulates the organisation of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. The regulation is designed to minimise conflicts of interest that arise in these complex operations. The Act requires these companies to disclose their financial condition and investment policies to investors when stock is initially sold and, subsequently, on a regular basis. The focus of this Act is on disclosure to the investing public of information about the fund and its investment objectives, as well as on investment company structure and operations. It is important to remember that the Act does not permit the SEC to directly supervise the investment decisions or activities of these companies or judge the merits of their investments.
Investment Advisers Act of 1940
This law regulates investment advisers. With certain exceptions, this Act requires that firms or sole practitioners compensated for advising others about securities investments must register with the SEC and conform to regulations designed to protect investors. Since the Act was amended in 2010, generally only advisers who have at least $100 million of assets under management or advise a registered investment company must register with the Commission.
39
S ar b an es - Oxl e y A c t of 2 0 0 2
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which he characterized as “ the most far reaching reforms of American business practices since the time of Franklin Delano Roosevelt. ” The Act mandated a number of reforms to enhance corporate responsibility, enhance financial disclosures and combat corporate and accounting fraud, and created the ‘ Public Company Accounting Oversight Board, ’ also known as the PCAOB, to oversee the activities of the auditing profession.
40
Appendix 2:
Personal Association Form
This form must be completed in full for each reportable Personal Association you have or wish to enter into.
This section to be completed by person declaring Personal Association:
|
2. This section to be completed by Business Unit Risk Coordinator (for M&G Real Estate, to be completed by Real Estate Compliance):
|
3. This section to be completed by Business Unit Head:
|
Please submit the approved copy to Asset Management Compliance.
For M&G Real Estate personnel, original copy will be retained by Real Estate Compliance.
41
V e r s i o n Cont r o l
Ve r sion Number |
Owner |
Detail of Change |
Date |
|
|
Page 24 – Amendments made to instructions on Appendix B Page 26 – Updates and re-wording to Appendix C Page 30 – Appendix F revamped. |
April 2013 April 2013
April 2013 |
2013/05 |
LK |
- Separa t e C ode of E t hi c s a nd a ppen d i c es f or e a s e of m an a ge m ent - C hang e s to Se c t ion 5 – G i fts & H o s p i tal i ty to c on s ider c ha n ges in CO BS, b r ou g ht i n as a r e s u lt o f i m p l e m e nti n g RDR, along with the Changes in the Retail Inducements sign- off process as a result of the FSA Dear CEO letter on Inducements - U pdate A ggre g ate V alue E x e m pt i on to £1 1 ,5 2 0 - R e m o v al o f ‘ R e qu e s t for Bro ke r D etai l s ’ on A p pe n dix C - Footn o te o n Ap p en d ix D repla c ed f or c lari f i c ati o n - T e x t updated on A p pen d ix F in order t o t i ght e n re p orti n g rules. |
June 2013 June 2013
June 2013 June 2013 June 2013 June 2013 |
2013/05 |
MD |
- R efere n c es to FSA up d ated to F C A - R efere n c es to P RU PIM upda t es to M &G R eal E s tate - R efere n c e t o P RU PIM C o m pl i an c e D ire c tor i n s e c t ion 1.3 updated to M&G Real Estate Risk Management & Compliance Director - Slight a m en d m ent to r epor t ing requi r e m e nts at T ab l e 1, s e c t ion 4
|
August 2013 August 2013
August 2013 August 2013 |
2013/06 |
NW |
- R efere n c es to M A G I M C o m pl i an c e up d ated to A ss e t M anage m ent C o m p li a n c e - Se c t i on 1 . 5 – A d ded new pol ic y w hi c h M & G s taff m u s t be a w are of and c o m ply w ith – Th e M &G G roup A M L/ C FT Poli c y - C hange to s e c t ion 3.1 – Ap p li e s to all e m p lo y e e s , w ith e x c eption o f s o m e P GD S e m p lo y ees ( th o s e w ith a cc e s s to relevant systems) - Lu c y Kirby U p d ated to N i c h o l a s W r i ght |
September 2013
September 2013
September 2013 September 2013 |
2013/07 |
NW |
- Page 5 – C on f ir m ati o n of un de r s ta n ding of t he c ode w ill now be per f or m ed t h rou g h t h e P T A S y s tem in s tead of T he-i. - Page 6 – Appro vi ng S i gna t ory i s no lo n ger n eed e d s o h a s been del e ted. - Page 7 a s s u m pt i on of ho u s eh old b ei n g c o nn e c t e d pe r s o n s - Page 8 – D i sc r e tio n ary A c c o u nts n o l o nger ne e d to be reported. - Page 9 – Bu y i n g a n d s el l ing th e s a m e s e c uri t ies w ithin 7 bu s i ne s s d a y s i s o n ly pe r m itt e d if d oi n g s o to t r a n s fer a s s ets bet w een a c c o u nts (bed and I S A trad e s ) - Page 9 & 10 – PA d e al i ng p r e - c lea r an c e p r o c e dure has c ha n ged to re f l e c t t h e i n trod uc tion of t h e P T A s y s tem - N ew s tarters I nit i al s ta t e m e nt of h o ldi n gs s h a ll be m ade u s i n g the P T A s y s t e m ra t her t h an o n an Ap p en d ix C . - Q uarterly s t at e m en t s s ha l l be m ade u s ing the P T A s y s t em rather t han on a n Ap p en d ix D . - Q uarterly d e c la r ati o ns s h all be m a d e u s ing the P T A s y s t em rather t han on T he-i. - Annual Stat e m e nts of h ol d in g s w ill no l onger be r eq u ired. - T able 1 h as b een ed i ted t o re fl e c t t he i ntro d u c t ion of t h e P T A system. |
December 2013 |
2014/01 |
NW |
- T able 1 – R epor t ing r eq u ire me nts a m e n ded c o m ply w ith t h e new C ode of Et h i c s s ys tem - Page 2 2 – N ew Page add e d – PA D eali n g Q u i c k R e fer e n c e G uide h as been ad d ed t o a ss i s t s t aff w ith PA D e ali n g queries. - R efere n c es of M A G I M updat e d to r e fl e c t t h e new ent i ty – M A G A I M |
Feb 2014
Feb 2014
Feb 2014 |
2014/02 |
NW |
- Amendment to Table 1 |
Mar 2014 |
2014/03 |
NW |
- Updated Aggregate Value Exemption from £11,520 – £11,880 |
April 2014 |
45
STRATEGIC ADVISERS TAX-SENSITIVE SHORT DURATION FUND
MANAGEMENT FEE WAIVER AGREEMENT
This Management Fee Waiver Agreement, dated as of December 6, 2017 (the Agreement), is made and entered into by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (the Trust), on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund (the Fund), and Strategic Advisers, Inc. (the Manager).
WHEREAS, the Trust, on behalf of the Fund, and the Manager entered into a Management Contract, dated as of December 6, 2017 (the Management Agreement), pursuant to which the Manager agreed to provide certain services and to pay certain expenses of the Fund in return for a management fee described in the Management Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. MANAGEMENT FEE WAIVER. Until this Agreement shall be amended or terminated pursuant to Section 2 or Section 5 hereof, the Manager agrees to waive 25 basis points of the management fee.
2. AMENDMENTS. This Agreement may not be amended to increase the management fee payable by the Fund except by a vote of a majority of the Board of Trustees of the Trust.
3. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust ’ s Declaration of Trust or Bylaws, each as in effect from time to time, or any applicable statutory or regulatory requirement, including without limitation any requirements under the 1940 Act, to which it is subject or by which it is bound, or to relieve or deprive the Trust ’ s Board of Trustees of its responsibility for or control of the conduct of the affairs of the Trust or the Fund.
4. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from the terms and provisions of the Management Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to the Management Agreement.
5. TERMINATION. This Agreement shall terminate upon the earlier of (a) the termination of the Management Agreement between the Fund and the Manager or (b) September 30, 2020, except as otherwise agreed between the parties in writing.
IN WITNESS WHEREOF , the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the date first above written.
FIDELITY RUTLAND SQUARE TRUST II
on behalf of STRATEGIC ADVISERS TAX-SENSITIVE SHORT DURATION FUND
By: /s/ Adrien E. Deberghes
Adrien E. Deberghes
President and Treasurer
STRATEGIC ADVISERS, INC.
By: /s/ Harris Komishane
Harris Komishane
Treasurer
- 1 -
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? CodeOfEthics@mfs.com Compliance Helpline, x54290 Katerina Kritikos, x55837 Ryan Erickson, x54430
For more information on administration such as regulatory authority, supervision, interpretation and escalation, monitoring, related polices, amendment, recordkeeping please click this link .
PERSONAL INVESTING
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.
MFS ® Code of Ethics Policy
October 31, 2016
RULES THAT APPLY TO EVERYONE
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?
A brokerage account.
Any other type of account (such as Employee Stock Option Plans or Employee Stock Purchase Plans) in which you have the ability to hold or trade reportable securities (see the list of reportable securities on page 7).
Any account, including MFS-sponsored retirement plans, that holds a reportable fund (see definition of reportable fund on page 7 and a list of these funds on the Online Compliance System).
2.
Is any of the following true?
You beneficially own the account.
The account is benefi owned by a member of your household (such as a spouse or domestic partner, or any parent, sibling, or child who lives with you).
The account is beneficially owned by anyone who claims you as a tax deduction, or whom you claim as a tax deduction.
The account is controlled by you or another member of your household, (other than to fulfill duties of employment).
If you answered yes to BOTH questions, the account is reportable.
Helpful to Know
Beneficial Ownership
The concept of benefi
ownership is broader than outright ownership. Anyone who is in a position to benefi from the gains or income from, or who controls, an account or investment is considered to have benefi ownership. See examples on page 6.
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 yourself.
Promptly report any newly opened reportable account or any existing account that has become reportable. 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 the Online Compliance System).
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
Discretionary Accounts
Discretionary accounts (accounts that are managed for you by a third-party registered investment adviser) are reportable, but with approval from Compliance they are subject to these different requirements:
They are exempt from quarterly transaction and annual holdings certifications (though you must still provide account statements).
They are 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) (pgs. 4-5), but you still must obtain pre-approval to invest in an IPO or private placement.
They are exempt from certain Ethical Personal Investing trading rules such as excessive trading and trading of MFS funds. (pg. 3)
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 transactions and holdings reports in a timely manner. Use the Online Compliance System and submit all reports by these deadlines.
Initial 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 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 file each report even if no transactions or other changes occurred during the time period.
The 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.
Ethical Personal Investing
Never trade securities based on 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 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.
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.
Do not invest in MFS-subadvised ETFs. For a full list of these funds, see the Online Compliance System.
Make any investments in MFS open-end funds directly through MFS (or another entity MFS may designate) unless you have received an exception from Compliance.
Do not participate in initial public offerings (IPOs) or other limited offerings 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 Online Compliance System. Note that approval is not typically granted, and when granted, typically 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.
ADDITIONAL REQUIREMENT FOR UK-BASED PERSONNEL
Never engage in spread betting of financial markets. This includes any wagering on market spreads or behaviors and any off-exchange trading.
RULES THAT APPLY ONLY TO ACCESS PERSONS
Obtain advance approval for any investments in private placements or other unregistered securities, or in PIPES. This includes private placements (investments in private companies), private investment in public equity securities (PIPES), hedge funds, crowdfunding or crowdsourcing investments, pooled vehicles (such as partnerships), and other similar investments.
Before investing, enter a Private Placement/Unregistered Securities Approval Request using the Online Compliance System, 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 get pre-clearance approval for those securities you wish to sell to meet a margin call.
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 officers and directors of MFS and MFS mutual funds; consultants, contractors, and interns who provide services to MFS; and employees of Sun Life Financial Inc. You can view your Access Level designation on the Online Compliance System.
Pre-Clearing Personal Trades
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 7 of this policy.
Pre-clear all personal trades in applicable securities. Request pre-clearance on the day you want to place the trade. Enter your request using the Online Compliance System. Remember that you must pre-clear trades for all of your reportable accounts (such as those of a spouse or domestic partner).
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.
Helpful to Know
Changes in Job Status
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.
Limits to Personal Investment Practices
Do not take an uncovered short position. This includes selling securities short, buying puts without a corresponding long position, and writing naked calls.
Do not buy and then sell (or sell and then buy) at a profit the same or equivalent reportable security within 60 calendar days. Japan-based personnel: see rule with higher standard below. 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 involuntary transactions.
ADDITIONAL REQUIREMENTS FOR RESEARCH ANALYSTS
including Research Associates and Portfolio Managers who may write research notes
Never trade 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.
ADDITIONAL REQUIREMENTS FOR PORTFOLIO MANAGERS
including Research Analysts assigned to a fund as a Portfolio Manager
Never personally trade a security within 7 calendar days before or after a client account that you manage trades the same or an equivalent security. In practice, this means:
Contacting Compliance promptly when deciding to make a portfolio trade in any security you have personally traded within the past 7 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 7 calendar days.
Delaying personal trades in any reportable securities your client accounts have traded until the 8 th calendar day after the most recent trade by a client account (or longer, to be certain of avoiding any appearance of conflict of interest).
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. You will need to disclose your private interest and assist Compliance in performing an independent review.
ADDITIONAL REQUIREMENTS FOR JAPAN-BASED PERSONNEL
Do not buy and then sell (or sell and then buy) the same or equivalent reportable security within 6 months.
Never trade personally in any security you have researched in the prior 30 days or are scheduled to research in the future.
ADDITIONAL INFORMATION FOR ALL PERSONNEL SUBJECT TO THIS POLICY
Beneficial Ownership: Practical Examples
Accounts of Parents or Children
You share a household with one or both parents and you do not provide any financial support to the parent: 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 childs 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 childs 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 partners 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 partners accounts.
You have a roommate: generally, roommates are presumed to be temporary and to have no beneficial interest in one anothers accounts and securities.
UGMA/UTMA Accounts
Either you or your spouse is the custodian of an 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 benefi of an UGMA/UTMA account and is of majority age (for instance, 18 years or older in Massachusetts): you are a benefi 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 benefit 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 benefi are not immediate family members: benefi ownership is determined on a case-by-case basis, including whether it constitutes an outside business activity (see the Outside Activities & Affi 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 benefi 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 benefi 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 benefi owner of the account, regardless of the location, account type, or the registered owner(s).
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 will usually impose a penalty. These may range from a warning letter to a fi requirement to surrender profi or termination of employment, among other possibilities.
Funds
Money market funds (MFS or other)
Open-end funds that are managed, advised, or underwritten by MFS (and are not money market funds)
✓
Open-end funds that are managed, advised, or underwritten by any firm other than MFS
529 Plans holding MFS funds
✓
Closed-end funds (including MFS closed-end funds)
✓
✓
Exchange-traded funds (ETFs) and exchange-traded notes (ETNs), including options, futures, structured notes or other derivatives related to these exchange-traded securities
Private funds
✓
✓ *
Equities
Sun Life Financial Inc. (publicly traded shares)
✓
✓
Equity securities, including Real Estate Investment Trusts (REITS), and including options, futures and structured notes on equities
Fixed Income
Corporate bond securities
✓
✓
Municipal bond securities
✓
✓
US Treasury Securities and other obligations backed by the good faith and credit of the US government
Debt obligations that are NOT backed by the good 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)
Foreign government securities
✓
✓
Variable rate demand obligations and municipal floaters
Money market instruments, such as certificates of deposit and commercial paper
Other Types of Assets
Initial and subsequent investments in any private placement or other unregistered securities (including real estate limited partnerships or cooperatives
foreign currency (including options and futures on foreign currency) Only if notified by Compliance
Commodities (including options and futures on commodities)
✓
Private MFS stock and private shares of Sun Life of Canada (US) Financial Services Holdings, Inc.
Limited offerings, IPOs, secondary offerings
✓
✓ *
Other Types of Transactions
Involuntary transactions (see definition below)
Gifts of securities, including charitable donations, transfers, and inheritances
✓
* Must be pre-cleared directly with Compliance, not through the Online Compliance System.
DISTRIBUTION AND SERVICE PLAN
FIDELITY RUTLAND SQUARE TRUST II:
STRATEGIC ADVISERS TAX-SENSITIVE SHORT DURATION FUND
1.
This Distribution and Service Plan (the Plan), when effective in accordance with its terms, shall be the written plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended (the Act) of Strategic Advisers Tax-Sensitive Short Duration Fund (the Fund), a series of shares of Fidelity Rutland Square Trust II (the Trust).
2.
The Trust has entered into a General Distribution Agreement with respect to the Fund with Fidelity Distributors Corporation (the Distributor) under which the Distributor uses all reasonable efforts, consistent with its other business, to secure purchasers for the Fund ’ s shares of beneficial interest (shares). Under the agreement, the Distributor pays the expenses of printing and distributing any prospectuses, reports and other literature used by the Distributor, advertising, and other promotional activities in connection with the offering of shares of the Fund. It is recognized that Strategic Advisers, Inc. (Strategic Advisers), an affiliate of Fidelity Management & Research Company (FMR), may use its revenues, including management fees paid to Strategic Advisers by the Fund, as well as its past profits or its resources from any other source, to make payment to the Distributor with respect to any expenses incurred in connection with the distribution of shares of the Fund, including the activities referred to above.
3.
Strategic Advisers directly, or through the Distributor, may, subject to the approval of the Trustees, make payments to securities dealers and other third parties who engage in the sale of shares or who render shareholder support services, including but not limited to providing office space, equipment and telephone facilities, answering routine inquiries regarding the Fund, processing shareholder transactions and providing such other shareholder services as the Trust may reasonably request.
4.
The Fund will not make separate payments as a result of this Plan to Strategic Advisers, the Distributor or any other party, it being recognized that the Fund presently pays, and will continue to pay, a management fee to Strategic Advisers. To the extent that any payments made by the Fund to Strategic Advisers, including any payment of management fees, should be deemed to be indirect financing of any activity primarily intended to result in the sale of shares of the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to be authorized by this Plan.
5.
This Plan shall become effective upon the approval by a vote of a majority of the Trustees of the Trust, including a majority of Trustees who are not interested persons of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the Independent Trustees), cast in person at a meeting called for the purpose of voting on this Plan.
6.
This Plan shall, unless terminated as hereinafter provided, remain in effect until June 30, 2018, and from year to year thereafter, provided, however, that such continuance is subject to approval annually by a vote of a majority of the Trustees of the Trust, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan. This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to authorize direct payments by the Fund to finance any activity primarily intended to result in the sale of shares of the Fund, or to increase materially the amount spent by the Fund for distribution shall be effective only upon approval by a vote of a majority of the outstanding voting securities of the Fund, and (b) any material amendments of this Plan shall be effective only upon approval in the manner provided in the first sentence in this paragraph.
7.
This Plan may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Fund.
8.
During the existence of this Plan, the Trust shall require Strategic Advisers and/or Distributor to provide the Trust, for review by the Trust ’ s Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended in connection with financing any activity primarily intended to result in the sale of shares of the Fund (making estimates of such costs where necessary or desirable) and the purposes for which such expenditures were made.
9.
This Plan does not require Strategic Advisers or Distributor to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of shares of the Fund.
10.
Consistent with the limitation of shareholder liability as set forth in the Trust ’ s Trust Instrument or other organizational document, any obligations assumed by the Fund pursuant to this Plan and any agreements related to this Plan shall be limited in all cases to the Fund and its assets, and shall not constitute obligations of any other series of shares of the Trust.
11.
If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.
Personal Securities
Trading Standards
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INTRODUCTION
As a leader in the financial services industry, Prudential Financial, Inc. (Prudential or Company) aspires to the highest standards of business conduct. Consistent with this standard, Prudential has developed Personal Securities Trading Standards (Standards) incorporating standards and procedures followed by leading financial service firms. These Standards are designed for Prudential and its associates to comply with various securities laws and regulations including the Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA) and the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and to have its associates conduct their personal trading in a manner consistent with Prudentials requirement of placing its shareholders and customers interests first.
These Standards set forth insider trading requirements, trade monitoring procedures, and personal trading restrictions for Prudential associates.
Sect io n I sets forth Prudentials Standards on Insider Trading that applies to all Prudential associates. It is important that all Prudential associates read and understand these standards, which sets forth their responsibilities in connection with the use and disclosure of material nonpublic information.
Secti o n II sets forth Prudentials trade monitoring procedures and trade reporting obligations for Covered and Access Persons, including the authorized broker-dealer requirements.
Sectio n III sets forth Prudentials standards and restrictions relating to personal trading in securities issued by Prudential for Designated Persons and all other Prudential associates. Responsibilities for Section 16 Insiders are covered under a separate document.
Sect io n IV sets forth the additional trading standards and procedures applicable to associates of a Prudential broker-dealer.
Section V sets forth the additional trading standards and procedures applicable to associates of a Prudential portfolio management unit, trading unit or registered investment adviser.
Secti on VI sets forth the additional trading standards and procedures applicable to associates of the private asset management units of PGIM.
If you are unclear as to your personal trading and reporting responsibilities, or have any questions concerning any aspect of these Standards, please contact the Compliance Department at PST.help@prudential.com.
The personal trading standards and trade monitoring procedures described in this document reflect the practices followed by leading financial service firms. No business unit or group may adopt standards or procedures that are inconsistent with these Standards. However, business units may adopt standards and
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procedures that are more stringent than those contained herein. Exceptions to these standards may only be granted by the Companys Chief Compliance Officer.
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TABLE OF CONTENTS
I. PRUDENTIALS STANDARDS ON INSIDER TRADING
A. Use of Material Nonpublic and Confidential Information
B. Prudential Insider Trading Rules
C. What is Nonpublic I nformation?
D. What is Material Information?
E. Front-running and Scalping
F. Private Securities Transactions
H. Penalties for Insider Trading
II. SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS
A. The FIS Protegent PTA System
B. Covered, Access and Supervised Persons
C. Trade Reporting Requirements
2. Personal and Family Member Accounts
3. Accounts in which purchases and sales are limited to open-end mutual funds
4. Authorized Broker-Dealer Requirements
5. Authorized Broker-Dealer Exceptions
6. Trade Reporting Requirements for Exception Accounts
8. Reportable Securities Transactions
9. Confidentiality of Trading Information
10. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
11. Code Violations and Sanctions
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B. Specific Trading Requirements
1. Brokerage Account Requirements for Designated Persons
2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers
4. Trading Windows/Blackout Periods
5. Preclearance of Trading in Prudential Securities
6. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
C. Supervisory Responsibilities
D. Violations of these Standards
IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS
A. Trade Monitoring for Associated Persons of a Broker-Dealer
1. Notification Requirements for Personal Securities Accounts
2. Periodic Compliance Training and Sign-off
3. Requirement for Supervised Persons
B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings
D. Code Violations and Sanctions
2. Investment Company Act Requirements
D. Mutual Fund Reporting and Trading Restrictions
1 . Mutual Fund Holding Period
2. Standards Relating to Reporting and Trading Mutual Funds
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G. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
K. Personal Securities Holdings
N. Code Violations and Sanctions
P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (GPSI)
Q. Additional Trading Requirements for certain Covered Persons
R. Violations of these Standards
VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS
C. Requirements of Private-Side Associates
D. PCG, PMCC and PGIM Real Estate Material Nonpublic Information Lists
F. Mutual Fund Reporting and Trading Restrictions
2. Standards Relating to Reporting and Trading Mutual Funds
G. Personal Securities Holdings
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J. Additional Restrictions for Certain Units
2. PGIM Real Estate Prudential Retirement Real Estate Fund Restrictions (PRREF)
3. Prudential Capital Group 90-Day Pricing List
K. Violations of these Standards
Exhibit 1 Sample Letter to Brokerage Firm
Exhibit 2a Acknowledgment of the Personal Securities Trading Standards - US
Exhibit 2b - Acknowledgment of the Personal Securities Trading Standards - International
Exhibit 3 Preclearance and Reporting of Personal Transactions
Exhibit 4 DRIP, PESP and PSPP Requirements Relating to Designated Persons
Exhibit 6 Personal Securities Holdings Report
Exhibit 7 -- Section 16 Insiders and Designated Persons Preclearance Request Form
Exhibit 8 -- Non Proprietary Subadvised Mutual Funds
Exhibit 10 PESP Requirements Relating to PRREF Covered Individuals
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I. PRUDENTIALS STANDARDS ON INSIDER TRADING
Prudential aspires to the highest standard of business ethics. Accordingly, Prudential has developed the following standards and requirements to properly protect material nonpublic information and to comply with laws and regulations governing insider trading.
A. Use of Material Nonpublic and Confidential Information
In the course of your work at Prudential, you may receive or have access to material nonpublic information about Prudential or other public companies. The Company standards, industry practice and federal and state laws establish strict guidelines regarding the use of material nonpublic information. In addition to these requirements, Prudential has established the corporate master policy entitled Protection and Use of Material Nonpublic Information: Information Barriers and Personal Securities Trading. Additionally, the U.S. Information Barrier Standards have been adopted to provide specific requirements for employees of a U.S. Investment Sector (as defined in the U.S. Information Barrier Standards) and its constituent investment units (including their operations located outside the U.S.).
·
You may not use material nonpublic information, including information obtained in the course of your employment, for your personal gain or share such information with others for their personal benefit.
·
You must treat as confidential all information that is not publicly disclosed concerning Prudentials financial information and key performance drivers, investment activity or plans, or the financial condition and business activity of Prudential or any company with which Prudential is doing business.
·
If you possess material nonpublic information, you must preserve its confidentiality and disclose it only to other associates who have a legitimate business need for the information. In addition, there are special rules for non-investment unit employees sharing material nonpublic information with employees of an investment unit. In these circumstances, you must contact the Law Department or Compliance prior to sharing this information so that proper precautions can be taken.
·
In the course of your business activities you may be involved in confidential analysis involving other external public companies. You must treat as confidential all information received relating to this analysis and discuss it only with those employees who have a legitimate business need for the information. You may not personally use this information or share such information with others for anyones personal benefit.
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Under federal securities law, it is illegal to buy or sell a security while in possession of material nonpublic information relating to the security. 1 , 2 It is also illegal to tip others about inside information. In other words, you may not pass material nonpublic information about an issuer on to others or recommend that they trade the issuers securities.
Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission (SEC). If you have any questions concerning the law or a particular situation, you should consult with the Compliance Department or the Law Department. If you believe that you may have material nonpublic information about a public company obtained in the course of your position, or if you are in a portfolio or asset management unit and you believe you may have material nonpublic information regardless of the source, you should notify your Chief Compliance Officer so that the securities can be monitored and/or placed on a restricted list as appropriate.
B. Prudential Insider Trading Rules
Below are rules concerning insider trading. Failure to comply with these rules could result in violations of the federal securities laws and subject you to severe penalties described in Section I.H. Violations of these rules also may result in discipline by Prudential up to and including termination of employment.
(1)
You may not buy or sell securities issued by Prudential or any other public company if you are in possession of material nonpublic information relating to those companies. 3 This restriction applies to transactions for you, members of your family, Prudential or any other person for whom you may buy or sell securities. In addition, you may not recommend to others that they buy or sell that security while in possession of material nonpublic information.
(2)
If you are aware that Prudential is considering or actually trading any security for any account it manages, you must regard that as material nonpublic information. Accordingly, you may not make any trade or recommendation involving that security until seven calendar days after you know that such trading is no longer being considered or until seven calendar days after Prudential ceases trading in that security, whichever is longer. In addition, you must treat any nonpublic information about portfolio holdings of any registered investment company managed by Prudential as material nonpublic information.
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(3)
You may not communicate material nonpublic information to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential (i.e., individuals with a need to know).
(4)
You should refrain from buying or selling securities issued by any companies about which you are involved in confidential analysis. In addition, you may not communicate any information regarding the confidential analysis of the company, or that Prudential is even evaluating the company, to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential.
C. What is Nonpublic Information?
Nonpublic information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, on the television, on the radio, or in a publicly disseminated disclosure document (such as a proxy statement or prospectus), you may consider the information to be public. If the information is not available in the general media or in a public filing, you should consider it to be nonpublic. Neither partial disclosure (disclosure of part of the information) nor the existence of rumors is sufficient to consider the information to be public. If you are uncertain as to whether information is nonpublic, you should consult the Law Department or your Chief Compliance Officer.
While you must be especially alert to sensitive information, you may consider information received directly from a designated company spokesperson to be public information unless you know or have reason to believe that such information is not generally available to the investing public. An associate working on a private securities transaction who receives information from a company representative regarding the transaction should presume that the information is nonpublic.
Example :
When telling a Prudential analyst certain information about the company, a company representative gives indication that the information may be nonpublic by saying: This is not generally known but . . . In such a situation, the analyst should assume that the information is nonpublic.
D. What is Material Information?
There is no statutory definition of material information. You should assume that information is material if an investor, considering all the surrounding facts and circumstances, would find such information important in deciding whether or when to buy, sell, or hold a security. In general, any nonpublic information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether nonpublic information is material, you should consult the Law Department or your Chief Compliance Officer.
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Material information may be about Prudential or another public company.
Examples :
·
Information about a companys earnings or dividends (e.g., whether earnings will increase or decrease);
·
Information about a companys physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem);
·
Information about a companys personnel (e.g., a valuable employee leaving or becoming seriously ill);
·
Information about a companys pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions);
·
Information about a companys financial status (e.g., financial restructuring plans or changes to planned payments of debt securities);
·
Information about a merger, acquisition, tender offer, joint venture or similar transaction involving the Company; or
·
Information about pending litigation involving a company generally should be considered material.
Information may be material even though it may not be directly about a company (e.g., if the information is relevant to that company or its products, business, or assets).
Examples :
·
Information that a companys primary supplier is going to increase dramatically the prices it charges; or
·
Information that a competitor has just developed a product that will cause sales of a companys products to plummet.
Material information may also include information about Prudentials activities or plans relating to a company unaffiliated with Prudential.
Example :
Information that Prudential is going to enter into a transaction with a company, such as, for example, awarding a large service contract to a particular company.
E. Front-running and Scalping
Trading while in possession of information concerning Prudentials trades is prohibited by Prudentials insider trading rules and may also violate federal law. This type of trading activity is referred to as front running and scalping.
Front running occurs when an individual, with knowledge of Prudentials trading intentions, knowingly makes a trade in the same direction as Prudential just before Prudential makes its trade. Examples include buying a security just before Prudential buys that security (in the expectation that the price may rise based on such purchase) or
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selling a security just before Prudential sells such security (in the expectation that such sale will lead to a drop in price).
Scalping is making a trade in the opposite direction just after Prudentials trade, in other words, buying a security just after Prudential stops selling such security or selling just after Prudential stops buying such security.
Example:
Prudential is planning to sell a large position in ABC Co. If you sell ABC Co. securities ahead of Prudential in expectation that the large sale will depress its price, you are engaging in front running. If you purchase ABC Co. securities after Prudential has completed its sale to take advantage of the temporary price decrease, you are engaging in scalping.
F. Private Securities Transactions
The anti-fraud provisions of the federal securities laws apply to transactions in both publicly traded securities and private securities. However, the insider trading laws do not prohibit private securities transactions where both parties to the transaction have possession of the same material nonpublic information.
G. Charitable Gifts
If you are in possession of material nonpublic information concerning a security you hold, you may not gift the security to a charitable institution and receive a tax deduction on the gift.
H. Penalties for Insider Trading 4
1. Penalties for Individuals
Individuals who illegally trade while in possession of material nonpublic information or who illegally tip such information to others may be subject to severe civil and criminal penalties including disgorgement of profits, substantial fines and imprisonment. Employment consequences of such behavior may include the loss or suspension of licenses to work in the securities industry, and disciplinary action by Prudential that may include fines or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
2. Penalties for Supervisors
The law provides for penalties for controlling persons of individuals who engage in insider trading. Accordingly, under certain circumstances, supervisors of an associate who is found liable for insider trading may be subject to criminal fines up to $1 million
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per violation, civil penalties and fines, and discipline by Prudential up to and including termination of employment.
3. Penalties for Prudential
Prudential could also be subject to penalties in the event an associate is found liable for insider trading. Such penalties include, among others, harsh criminal fines and civil penalties, as well as restrictions placed on Prudentials ability to conduct certain business activities including broker-dealer, investment adviser, and investment company activities.
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II. SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS
A. The FIS Protegent PTA System
Federal Law requires all broker-dealers and investment advisers to establish procedures to prevent insider trading by their associates. In addition, the Federal Sentencing Guidelines require companies to establish reasonable procedures to prevent and detect violations of the law. To comply with these and other similar laws and rules, Prudential has developed the Personal Securities Trading Standards to assist in preventing the misuse of material nonpublic information about Prudential or other public companies. All employees are held to the general principles of these Standards to ensure the proper use of material nonpublic information.
However, certain employees are required to have their personal trading activities monitored and may be subject to additional restrictions. Prudential has established a program to monitor the personal securities trading of associates with routine access to nonpublic corporate information about Prudential or any external public company, portfolio management activities, nonpublic mutual fund holdings information or other sensitive information. These individuals are required to have their personal securities transactions monitored in the securities trade monitoring system known as FIS Protegent PTA 5 , 6
B. Covered, Access and Supervised Persons
Certain employees are classified as Covered or Access Persons (as defined below). 7 These individuals are categorized based on the information to which they have access or their role within the organization. Covered and Access Persons are required to report their personal securities transactions and conform to the authorized broker-dealer requirements (discussed below). Individuals classified as Access, Covered and Designated Persons (as defined in Secti on III.A.) are collectively referred to as Monitored Persons under these Standards.
Access Persons - Associates who work in or support portfolio management activities, have access to nonpublic investment advisory client trading information or recommendations or have access to nonpublic portfolio holdings of mutual funds. See Section V for specific requirements. Certain Access Persons are subject to preclearance
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of all personal securities trading activity, while other Access Persons may only be subject to specific trading restrictions.
Covered Persons Associates, other than Access Persons, who may have access to sensitive or confidential information about third parties or external companies or those individuals who the Company determines should be monitored due to their role in the organization. Certain Covered Persons may be subject to preclearance of personal securities trading activity, depending on their access to material non-public information. 8
Supervised Persons - Individuals who are officers, directors and employees of a registered investment adviser, as well as certain other individuals who provide advice on behalf of the adviser and are subject to the advisers supervision and control.
Supervised Persons are subject to the following requirements:
·
Acknowledge receipt of their Investment Adviser Code of Ethics (Code), including these Standards and any amendments to the Code and/or Standard;
·
Comply with all applicable federal securities laws; and
·
Report any violations of the Code including these Standards to his/her Chief Compliance Officer.
If an individual is only classified as a Supervised Person, and is not also classified as an Access, Covered or Designated Person, as defined in Sectio n III.A., he/she is not required to report his/her personal securities trading activity to Corporate Compliance and is not subject to the authorized broker-dealer requirements. 9
If you are unsure as to whether you are an Access, Covered, or Supervised Person, contact your Chief Compliance Officer.
All personal trade monitoring requirements outlined in these standards remain in effect while an employee is on leave of absence, disability, or vacation. In certain circumstances when the employee will have no access to Prudential or its systems while on extended leave, the employee may request a temporary suspension from certain standard requirements. The employee must work with the appropriate business unit compliance officer (and management) to document the circumstances and obtain such an exemption. Until such time as an exemption is granted in writing, all standard requirements remain in effect for that employee.
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C. Trade Reporting Requirements
1. Reporting New Accounts
Covered and Access Persons must promptly report any new bank or brokerage accounts in which securities can be held to the Securities Monitoring Unit, including new account numbers, to ensure that transaction records are sent to the Securities Monitoring Unit. Beginning in 2017, brokerage accounts and mutual fund investment accounts activated in connection with Health Savings Accounts, including Cigna Health Savings Accounts, must be reported to the Securities Monitoring Unit. These accounts are reportable in accordance with the requirements of these Standards.
Employees should disclose account information on the Acknowledgment of the Personal Securities Trading Standards form, to PST.Help@Prudential.com, or complete electronically through FIS Protegent PTA Preclearance which can be accessed by typing PST into your browser. We recommend that you bookmark this link for future use. Monitored associates are required to report new accounts within thirty days of activating the account.
2. Personal and Family Member Accounts
You are required to report, in the manner described above, all securities accounts in which you have a beneficial interest, including the following:
(1)
Personal accounts;
(2)
Accounts in which your spouse has a beneficial interest; 10
(3)
Accounts in which your minor children or any dependent family member has a beneficial interest;
(4)
Joint or tenant-in-common accounts in which you are a participant;
(5)
Accounts for which you act as trustee, executor or custodian;
(6)
Accounts over which you exercise control or have any investment discretion, including accounts of family members and other persons that reside at locations other than your residence; and
(7)
Accounts of any individual to whose financial support you materially contribute. 11
3. Accounts in which purchases and sales are limited to open-end mutual funds
Investment Personnel, Access Persons, Public-Side Associates and Private-Side Associates must report new brokerage accounts even if they are limited to open-end mutual funds. However, this requirement does not apply to 401(k) accounts, variable annuities, transfer agency accounts and 529 plans acquired directly from the state.
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Furthermore, authorized broker-dealer requirements, preclearance, duplicate confirmations and statements are not required for mutual fund only accounts. Additionally, the holdings in mutual fund only accounts do not require disclosure on Personal Securities Holdings Reports.
Some mutual fund companies allow mutual fund shares to be purchased and held directly through the funds transfer agent, rather than through a broker-dealer. Such mutual fund transfer agency accounts, including the underlying transactions and holdings in those accounts, do not need to be reported to Prudential. Additionally, 529 College Savings Plans purchased directly from a state sponsor are not subject to these Standards and do not require disclosure. 12
All Monitored associates are required to complete and sign an annual Acknowledgment Form, attached as Exhibit 2, identifying and listing the location of all reportable securities accounts, including those held at authorized broker-dealers and those held at non-authorized firms. For the latter, your signature on the Acknowledgement Form will confirm that you have instructed all brokers for such accounts to send duplicate copies of account statements and trade confirmations to the Securities Monitoring Unit. 13 If you are classified as an Access or Covered Person, by signing the annual Acknowledgment Form you are also confirming your obligations of notifying the Securities Monitoring Unit of any changes to your accounts that have been granted exceptions under the authorized broker-dealer requirements. 14 Acknowledgment forms, which are supplied to you electronically by the Securities Monitoring Unit, must be completed annually. 15
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4. Authorized Broker-Dealer Requirements
Covered and Access Persons are required to maintain personal securities accounts at an authorized broker-dealer. 16 The authorized firms are:
·
Charles Schwab
·
Chase Investor Services Corp (CISC)
·
E*TRADE
·
Fidelity Investments
·
JP Morgan Chase
·
Merrill Lynch
·
Morgan Stanley
·
Pruco Securities
·
Raymond James
·
Scottrade
·
TD Ameritrade
·
UBS Financial Services
·
Wells Fargo Advisors
Covered and Access Persons should review the Frequently Asked Questions document which is available through FIS Protegent PTA for additional information about each firm. The account types that are subject to the authorized broker-dealer requirements are listed below in Section II.C.2. Covered and Access Persons must report new accounts within 30 days to the Securities Monitoring Unit, including new account numbers, to ensure that transaction records are sent to Prudential via electronic feed. 17
Prudential Financial, Inc. securities held at Computershare Trust Company, N.A. (Computershare) are not required to be transferred.
New Monitored Persons who are subject to this requirement will be required to transfer accounts to an authorized broker-dealer within sixty days of becoming a Covered and/or Access Person. Such Monitored Persons must instruct their brokers to send trading activity (written confirmations and statements) to the Securities Monitoring Unit while they are in the process of transferring their accounts. A sample letter to a brokerage firm is provided as Exhib it 1 to these Standards. New Monitored Persons should disclose all accounts on the Personal Securities Trading Standards Acknowledgement form or by entering them into FIS Protegent PTA Preclearance. We recommend that you bookmark this link for future use. Alternatively, you may send the new account information to PST.help@Prudential.com.
It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards.
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5. Authorized Broker-Dealer Exceptions
Exceptions to the authorized broker-dealer requirement are limited and should be submitted to the Chief Compliance Officer responsible for your business unit who will submit the request to the appropriate Business Unit or Corporate Department Executive at the Senior Vice President (SVP) level or above for review. 18 Documentation for all exceptions must be forwarded to your business unit compliance officer for review. Exceptions will be evaluated on a case-by-case basis based on the following criteria 19 :
·
Accounts held jointly with or accounts for spouses who are subject to the same type of personal trading requirements prior to being subject to these Standards. Employees must provide supporting documentation from their spouses employer to business unit compliance officers.
·
Accounts for which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager (Discretionary Accounts) further defined in Section II.C.7. Access and Covered Persons should follow instructions in Section II.C.7. pertaining to Discretionary Accounts and are not required to receive formal SVP approval under the authorized broker-dealer requirements for Discretionary Accounts. However, employees must submit signed copies of managed account agreements to business unit compliance officers to verify the criteria have been met for the account exception. Note, accounts where trading authorization has been granted to another do not qualify as Discretionary Accounts.
·
Blind trusts and family trusts. A copy of the trust agreement must be submitted to the business unit compliance officer. Trust accounts with multiple trustees, where all trustees do not unanimously support transfer of the account, may be eligible for an exception. 20
·
Accounts holding non-transferable securities that may not, due to their nature, be liquidated without undue hardship to the employee (new purchases generally will not be permitted.)
·
Direct stock purchase or dividend reinvestment plans that are established directly with a public company or certain limited purpose accounts, such as 401(k) accounts and employee stock compensation accounts (Senior Vice President may delegate authority for approving these accounts to the Business Unit Chief Compliance Officer or his/her designee).
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·
Accounts of dependent parents for which the Monitored person exercises control or has investment discretion where the account was established prior to the Monitored persons role in managing the account.
If, at any time, the facts and circumstances have changed regarding an account(s) for which an exception has been previously granted, the employee must promptly notify Compliance and request that the account(s) be reviewed in light of the changed circumstances.
6. Trade Reporting Requirements for Exception Accounts
Even if you are granted an exception to the authorized broker-dealer requirement and are permitted to maintain an account with a broker-dealer who is not authorized, you must direct the brokerage firm(s) that maintain(s) your securities account(s) to send duplicate copies of your trade confirmations and account statements (trading activity) to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards. Remember, accounts maintained at Charles Schwab, Chase Investor Services Corp. (CISC), E*TRADE, Fidelity Investments, JP Morgan Chase, Merrill Lynch, Morgan Stanley, Pruco Securities, Raymond James, Scottrade, TD Ameritrade, UBS Financial Services and Wells Fargo Advisors, as well as Discretionary Accounts and certain trust accounts, are exempt from this requirement. 21
For employees outside of the United States who are only classified as Designated Persons, accounts established in Japan, Korea, Singapore, Taiwan, and Mexico are exempt from the duplicate statement and confirmation requirement. 22 However, Prudential Financial, Inc. securities may not be traded in these accounts. Individuals located in these countries who open or maintain accounts in the United States or in other countries not specifically identified will generally be required to send duplicate statements and confirmations to the Securities Monitoring Unit. Designated Persons located outside of the US should contact the Securities Monitoring Unit or their local compliance officer for guidance.
7. Discretionary Accounts
A Discretionary Account is an account for which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager (Discretionary Accounts). A Discretionary Account agreement may establish general investment objectives but cannot permit the employee to make specific decisions regarding the purchase or sale of any individual securities for the account and the employee must not in fact influence or control such transactions. If the employee has given discretion to a third party, he or she must not influence or control the account, such as by suggesting purchases or sales of investments, directing transactions, or consulting with the manager regarding allocation of investments in any way that could affect the selection of specific securities.
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Designated, Access and Covered Persons must disclose Discretionary Account(s) to the Securities Monitoring Unit and must provide a copy of the executed investment management agreement to the Securities Monitoring Unit for review and approval, however, duplicate statements and trade confirmations for these accounts are not required to be submitted. 23 However, an employee may be asked to provide Compliance with periodic statements for these discretionary accounts.
These employees are required to complete a periodic certification to the effect that they have not suggested or directed purchases and sales of investments to the discretionary manager nor have they consulted with the discretionary manager regarding the allocation of investments in any way that could affect the selection of specific securities. Additionally, they may be asked periodically to discuss the nature of the account with Compliance. Discretionary investment managers will confirm that the employee has not sought (or will not seek) to influence, control, or direct the accounts investments.
8. Reportable Securities Transactions
In general, all securities transactions are reportable by Access and Covered Persons except where noted below:
·
Covered Persons, with the exception of Private-Side Associates as defined in Sectio n VI, are not required to report purchases and sales of open-end mutual funds, affiliated variable insurance products and variable annuities, certificates of deposit and certain United States government securities.
·
Investment Personnel, as defined in Section V.B., Access Persons and Private-Side Associates are not required to report certificates of deposit and certain United States government securities.
Individuals under these classifications are, however, required to report purchases and sales of affiliated variable insurance products and variable annuities and any underlying sub-account transactions associated with these products, as well as any transactions and holdings of certain open-end mutual funds as described in Section V.D.
The chart attached as Exh ib it 3 identifies the personal securities transactions that are reportable.
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9. Confidentiality of Trading Information
The Securities Monitoring Unit uses FIS Protegent PTA which is a third party vendor system that facilitates the surveillance and reporting of personal securities trading information, disclosures, and certifications and reporting. Associates personal data, including personal trading information, is housed on Prudentials own servers behind the Prudential firewall. Only authorized persons within the Prudential Compliance Department have access to this information.
10. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
All employees, including Covered and Access Persons, are prohibited from selling short including short sales against the box, hedging transactions 24 and from participating in any exchange traded Prudential options or futures transactions on any securities issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards. Employees classified as Designated Persons are subject to additional restrictions relating to securities issued by Prudential. These requirements are outlined in Section III of these Standards.
11. Code Violations and Sanctions
Access Persons and Supervised Persons are required to promptly report any known violations of the Code or these Standards to the Business Unit Chief Compliance Officer. Reported violations and other exceptions to these Standards detected through internal monitoring will be provided to the Business Unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee (Committee). The Committee, comprised of business unit executives, compliance and human resources personnel, will review all violations of these Standards. The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate, which may include monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
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12. Additional Requirements
Additional information and guidance can be found in the following Sections:
Requirements for Designated Person Section III.
Requirements for Associates of Broker Dealers Section IV.
Requirements for Portfolio Management and Trading Units and Registered Investment Advisers Section V.
Requirements for Private Asset Management Units Section VI.
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III. STANDARDS AND RESTRICTIONS FOR PERSONAL TRADING IN SECURITIES ISSUED BY PRUDENTIAL BY DESIGNATED PERSONS
This Section specifically addresses the requirements for those associates who have routine access to material nonpublic information about Prudential. These requirements are consistent with policies of leading financial service firms. Specific standards and procedures relating to Section 16 Insiders are addressed in a separate document, which is available through the Securities Monitoring Unit. The requirements and restrictions covered in this Section apply to all accounts in which a Designated Person has a direct or indirect beneficial interest as described in Section II.C.2 including, but not limited to, accounts for spouses, family members and other persons that reside at locations other than their residence, and accounts for which the Designated Person or his/her family member exercises investment discretion.
A. Designated Persons
A Designated Person is an employee who, during the normal course of his or her job, has routine access to material nonpublic information about Prudential. 25 Material nonpublic information may consist of financial or non-financial information about Prudential as a whole or one or more Divisions or Segments. The Vice Presidents (VPs) of Finance for each business unit must identify employees in each unit who have routine access to material nonpublic information about Prudential. It is the responsibility of the VPs of Finance to notify the Securities Monitoring Unit of any changes to this list.
Management of all other business groups and corporate departments are required to identify and inform the Securities Monitoring Unit of any additional employees, who through the performance of their jobs, have regular access to material nonpublic information.
Employees who have been classified as a Designated Person, but believe that they do not have access to material nonpublic information, may request an exception to or reclassification under this requirement. Requests should be forwarded to the business unit compliance officer or Securities Monitoring Unit, who in consultation with the Law Department, will review and facilitate the request. Certain exceptions must be approved by Prudentials General Counsel.
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B. Specific Trading Requirements
All employees are prohibited from trading Prudential securities while in possession of material nonpublic information regarding the Company. 26 For purposes of these Standards, all requirements and restrictions relating to Prudential securities include, but are not limited to common stock, bonds (including convertible bonds), the Prudential Financial, Inc. Common Stock Fund (PFI Common Stock Fund), employee stock options, restricted stock, restricted stock units, performance shares, performance units, exchange traded or other options and Prudential Financial single stock futures. All employees, including Designated Persons, are prohibited from selling short including short sales against the box, hedging transactions 27 and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards. Employees are also discouraged from engaging in speculative transactions in Prudential securities and are encouraged to hold Prudential securities for long-term investment.
Designated Persons are required to preclear all transactions in Prudential securities through the Securities Monitoring Unit prior to execution. 28 This requirement excludes transactions in Prudential mutual funds and annuities. Trades will be approved only during open trading windows. Designated Persons are also subject to the general prohibition relating to short sales and options transactions on Prudential securities. These restrictions apply to all accounts in which a Designated Person has a direct or indirect beneficial interest as described in Section II.C.2 including, but not limited to, accounts for spouses, family members and other persons that reside at locations other than their residence, and accounts for which the Designated Person or his/her family member exercises investment discretion.
1. Brokerage Account Requirements for Designated Persons
Designated Persons are required to hold and trade Prudential securities (PRU) only at an authorized broker-dealer. The authorized firms are Charles Schwab, Chase Investor Services Corp. (CISC), E*TRADE, Fidelity Investments, JP Morgan Chase, Merrill Lynch, Morgan Stanley, Pruco Securities, Raymond James, Scottrade, TD Ameritrade, UBS Financial Services and Wells Fargo Advisors. In addition, the PFI Common Stock Fund may be held in Prudential Employee Savings Plan (PESP) or Prudential Deferred
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Compensation Plan accounts. Designated Persons should review the Frequently Asked Questions document which is available through FIS Protegent PTA. This requirement applies to accounts for you, your family members, or accounts in which you have a beneficial interest or over which you have trading authority. See Section II.C.2. for a complete list of applicable accounts. If you are a Designated Person, and not a Covered Person or an Access Person as defined in Sectio n II .B., you may maintain your accounts at non-authorized broker-dealers for your non-PRU positions; however, those accounts are subject to Prudentials monitoring procedures outlined below in Section III.B.2. Discretionary Accounts, as defined in Section II.C.7., must be disclosed to the Securities Monitoring Unit and Designated Persons must provide a copy of the signed Discretionary Account agreement to the Securities Monitoring Unit for review and approval. Duplicate statements and trade confirmations for these accounts are not required to be submitted.
While PRU stock held by you at Computershare is subject to the provisions of these Standards (e.g., transactions are subject to preclearance and trading window requirements), Designated Persons are not required to transfer PRU positions held at Computershare to an authorized broker-dealer.
2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers
Certain Designated Persons (see table below) who maintain brokerage or certain trust accounts with brokerage firms (for their non-PRU positions) other than the authorized broker-dealers listed in Section III.B.1. above must direct the brokerage firm(s) to send duplicate copies of trade confirmations and account statements to the Securities Monitoring Unit. 29 A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards. Duplicate statements and trade confirmations are not required for Discretionary Accounts.
Designated Persons (DPs) Who Must Send Duplicate Confirms and Statements
Type of Designated Person (DP) |
Direct unauthorized brokerage firms to send duplicate copies of trade confirmations and account statements |
DPs associated with a broker-dealer (e.g. PRUCO, PAD, PIMS) |
Yes |
DPs Levels 1-6 (and pay grades 56A and 560) |
Yes |
DPs Levels 7 and below (those NOT associated with a broker-dealer e.g. PRUCO, PAD, PIMS) |
No |
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3. Reporting New Accounts
Designated Persons must report new accounts promptly to the Securities Monitoring Unit, including new account numbers, to ensure that transaction records are sent to the Securities Monitoring Unit. 30
4. Trading Windows/Blackout Periods
Designated Persons are permitted to trade in Prudential securities only during open trading windows. 31 In addition, sales of stock acquired by participating in the Prudential Stock Purchase Plan (PSPP) can be made only during an open trading window and are subject to preclearance, see Section III.B.5. below. Approximately 48 hours after the Company releases its quarterly earnings to the public, the trading window generally opens and generally will remain open until approximately two weeks before the end of each quarter. In addition, the Company may notify Designated Persons regarding unscheduled blackout periods. For example, in the event the Company decides to make an unscheduled announcement (e.g., a pre quarter-end earnings estimate), Prudential may restrict trading activity during a normally permissible trading window. The Securities Monitoring Unit will notify Designated Persons of the opening of trading windows and the commencement of blackout periods via e-mail. Preclearances will only be approved weekdays from 6:00 AM through 4:00 PM EST.
5. Preclearance of Trading in Prudential Securities
Designated Persons are required to preclear all transactions in Prudential securities,
including equity and debt securities, through the Securities Monitoring Unit. 32 , 33 Designated Persons should submit requests electronically through the FIS Protegent PTA Preclearance Intranet site which can be accessed by typing PST into your browser(we recommend that you bookmark this link for future use). Since FIS Protegent PTA accommodates single sign on, no additional logging in will be necessary. All approved transactions are valid until the close of the market on the day in which preclearance is granted. Designated Persons located outside of North or South America are granted approval for two business days including the date preclearance is granted, however, trades must be executed before the trading window closes. 34 Therefore, Designated Persons may not enter into good until cancelled or limit orders involving Prudential securities that carry over until the next trading day. (See Exhibit 7 for sample FIS Protegent PTA Preclearance Request Form.)
Transactions that require preclearance include, but are not limited to, the following:
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·
Open market transactions through a broker-dealer;
·
Prudential securities transactions executed in Computershare accounts;
·
Gifts received or given;
·
Stock option exercises;
·
Sales of restricted stock, restricted stock units, performance shares and performance units;
·
PESP and Deferred Compensation Plan Company Stock Fund transactions. For more details relating to PESP transactions that are subject to this requirement see Exhibit 4;
·
Prudential Stock Purchase Plan (PSPP) transactions. Sales of shares of Prudential stock that have accumulated in your account under the PSPP are permitted during an open trading window.
6. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
All employees are prohibited from selling short including short sales against the box, hedging transactions 35 and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not maintain margin accounts. Transactions triggered by margin calls or maintenance fees may result in violations of the Standards. In addition, Designated Persons are prohibited from exercising and selling their employee stock options during a blackout period. As a result, some controls have been established to prevent employee stock option exercises during closed trading windows such as blocks on Designated Persons established at E*Trade, preventing a trade in Prudential common stock from occurring during a closed trading window. However, there are currently no blocking capabilities in place during blackout periods to prevent transactions relating to your PSPP related sales as described above. When no blocking system exists or if a blocking system fails, the employee is still responsible for adherence to these Standards.
7. PESP
Certain controls have been established to prevent trading activity in the PFI Common Stock Fund within PESP during closed trading periods. Additionally, loans and in-service distributions are processed from sources other than the PFI Common Stock Fund and therefore are permitted during closed trading windows; however, repayments may or may not be permitted during a closed window. Remember, it is the Designated Persons obligation to comply with these Standards including the preclearance and trading window requirements. If a blocking system fails, the employee remains responsible (for a violation of these Standards). See Exhibit 4 for more details.
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C. Supervisory Responsibilities
The VPs of Finance, in conjunction with the Business Unit and Department Heads or their designees, are responsible for identifying changes to the Designated Persons list in their areas and informing the Securities Monitoring Unit, and, with the Securities Monitoring Unit, facilitating employee understanding of and conformity with these Standards. The trade monitoring process is conducted by the Securities Monitoring Unit with matters brought to the attention of Business Unit/Department Head management as needed.
D. Violations of these Standards
Violations or other exceptions to Section III of these Standards including the preclearance and trading window requirements are reviewed by the Designated Persons and Pension Risk Transfer Personal Trading Standards Committee. 36 Violations or exceptions that may result in disciplinary action, other than an educational reminder, will be resolved with the employees supervisor. Individuals who do not comply with these Standards are subject to disciplinary action that may include fines, as permitted by law, or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
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IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS
A. Trade Monitoring for Associated Persons of a Broker-Dealer
Prudential has three broker-dealers, Pruco Securities, LLC (Pruco), Prudential Investment Management Services, LLC (PIMS) and Prudential Annuities Distributors, Inc. (PAD), referred to collectively as Broker-Dealers under this Section.
Pruco is a dually registered broker-dealer and investment adviser. As an investment adviser, Pruco acts as the sponsor of three wrap fee advisory programs, namely PruChoice, a non-discretionary mutual fund program; Managed Assets Consulting Services (MACS), a discretionary program, and PruStrategist Portfolios Program (PSP). Pruco also offers fee-based financial planning services. PIMS and PAD are limited broker-dealers whose primary business is restricted to the facilitation of customer orders in and distribution of Prudential mutual funds and annuities. In addition, PAD offers 529 plan interests and PIMS is a discount broker-dealer that offers brokerage accounts and Individual Retirement Accounts ("IRAs") to roll over customers who were formerly retirement plan participants serviced by Prudential Retirement. Investments offered include mutual funds, stocks, bonds and municipal securities.
Unlike other Prudential businesses that are subject to the personal trade monitoring system, the nature and scope of the Pruco, PIMS, and PAD Broker-Dealers businesses are such that their Associated Persons do not have access to material nonpublic information concerning publicly traded securities through their association with the broker-dealer. 37 , 38 Accordingly, Pruco, PIMS, and PAD Broker-Dealer associates are generally not required to participate in FIS Protegent PTA. However, pursuant to SEC and FINRA regulations, Broker-Dealer Associated Persons must comply with the reporting requirements listed below. 39 In addition, certain officers and Registered Representatives of Pruco, which is also a federally registered investment adviser, have been identified as Supervised Persons, as defined in Section II.B. The requirements for Supervised Persons are also outlined below in Section IV.A.3.
1. Notification Requirements for Personal Securities Accounts
In accordance with NASD Rule 3050, Broker-Dealer Associated Persons (Associated Persons) must notify the Broker-Dealer to which they are associated, in writing, prior to opening an account at another broker-dealer, and must notify the Broker-Dealer of any accounts opened prior to becoming an Associated Person. Associated Persons must also
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notify broker-dealers, prior to opening such accounts, that they are an Associated Person of a broker-dealer. However, if the account was established prior to the association of the person with the Broker-Dealer, the Associated Person must notify the broker-dealer in writing promptly after becoming so associated.
These notification requirements apply to all personal securities accounts of Associated Persons and any securities accounts over which they have discretionary authority.
Associated Persons are not required to report accounts that are limited to the following types of investments: (1) mutual funds; (2) variable life and variable annuity contracts; (3) unit investment trusts; (4) certificates of deposit; (5) 529 Plans; and (6) money market fund accounts. 40
2. Periodic Compliance Training and Sign-off
The NASD/NYSE Joint Memorandum on Information Barriers and Procedures (NASD Notice to Members 91-45) provides that firms that do not conduct investment banking research or arbitrage activities still must have reasonable procedures for the education and training of its associates about insider trading in order to be in compliance with ITSFEA. Annually, all Registered Representatives are required to sign a statement affirming that they have read and understand the policy concerning insider trading as described in the Broker-Dealers compliance manual and as set forth in Prudentials Standards On Insider Trading contained in Section I of these Standards.
3. Requirement for Supervised Persons
Certain Pruco officers and Registered Representatives involved in investment advisory activity have been classified as Supervised Persons. 41 Supervised Persons are subject to the following additional requirements:
·
Acknowledge receipt of their Investment Adviser Code of Ethics (Code), including these Standards and any amendments to the Code and/or Standards;
·
Comply with all applicable federal securities laws; and
·
Report any violations of the Code including these Standards to his/her Chief Compliance Officer or the Securities Monitoring Unit.
If an individual is only classified as a Supervised Person, and is not also classified as an Access, Covered, or Designated Person, he/she is not required to report his/her personal securities trading activity to Corporate Compliance and is not subject to the authorized broker-dealer requirements outlined in Section II. However, these individuals are still subject to the notification requirements outlined in Section IV.A.1 .
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B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings
FINRA Rule 5130 prohibits broker-dealers from purchasing or retaining new issues in their own accounts and from selling new issues to a restricted person. Restricted persons are defined as directors, officers, general partners, employees, associated persons and agents engaged in the investment banking or securities business of any broker-dealer. New Issues are any initial public offerings of an equity security.
This basic prohibition also covers sales of new issues to accounts in which any restricted person may have a beneficial interest and, with limited exceptions, to members of the immediate family of such persons. A Restricted Person is permitted to have an interest in an account that purchases new issues (i.e., collective investment accounts including hedge funds, investment partnerships, investment corporations, etc.) provided that the beneficial interests of all restricted persons do not in aggregate exceed 10% of the total account.
The overall purpose of this prohibition is to protect the integrity of the public offering process by requiring that FINRA members make a bona-fide public distribution of securities by not withholding such securities for their own benefit or using the securities to reward other persons who are in a position to direct future business to the firm.
To ensure compliance with this Rule, Associated Persons of Prudentials Broker-Dealers are prohibited from purchasing securities in any public offerings of equity securities, except as noted below.
The FINRA Rule and these Standards apply to all public offerings of equity securities, whether or not the above broker-dealers are participating in the offering. However, the prohibitions do not apply to purchases of public offerings of investment grade asset-backed securities, open-end mutual funds, closed-end mutual funds, preferred securities, convertible securities or any debt securities, including but not limited to municipal or government securities.
Which accounts are restricted:
Accounts of all Associated Persons of the above broker-dealers and their immediate families are restricted from purchasing equity public offerings of securities. The term immediate family includes parents, mother-in-law, father-in-law, spouse, siblings, brother-in-law, sisters-in-law, children and their spouses, or any other person who is supported (directly or indirectly) to a material extent by the Associated Person.
The prohibition does not apply to sales to a member of the Associated Persons immediate family who is not supported directly or indirectly to a material extent by the associate, if the sale is by a broker-dealer other than that employing the restricted person and the restricted person has no ability to control the allocation of the new issue. For information on this exception, please contact your broker-dealer compliance officer.
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C. Private Placements
In order to review private placement transactions in relation to certain conflicts of interest that may arise, all associates of Prudentials Broker-Dealers must notify their broker-dealer, in writing, and obtain written approval from the broker-dealer, prior to engaging in any private placement transactions, including purchases and sales of limited partnership interests. Such notification should be made to the compliance officer for the broker-dealer or the compliance officers designee who will be responsible for approving the private placement transaction. 42 For associates who are subject to preclearance, the preclearance form will satisfy the notification requirement.
D. Code Violations and Sanctions
Access Persons and Supervised Persons are required to promptly report any known violations of the Code or these Standards to the Business Unit Chief Compliance Officer. Reported violations and other exceptions to these Standards detected through internal monitoring will be provided to the Business Unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee (Committee). The Committee, generally comprised of business unit executives, compliance and human resources personnel, will review all violations of these Standards. The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate, which may include monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
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V. TRADING RESTRICTIONS FOR PORTFOLIO MANAGEMENT AND TRADING UNITS AND REGISTERED INVESTMENT ADVISERS
A. Background
The Investment Advisers Act of 1940 (Advisers Act) and the Investment Company Act of 1940 (Investment Company Act) govern activities of officers, directors and employees of registered investment advisers and advisers who manage registered investment companies, respectively. These rules set forth specific requirements relating to conflicts of interest and personal securities trading activity.
1. Advisers Act Requirements
Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their personnel. In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.
Generally, the code of ethics applies to all Supervised Persons of the adviser, including all Access Persons of the adviser. The Investment Adviser Code of Ethics (Code), as adopted by Prudentials registered investment advisers, includes the Personal Securities Trading Standards and the U. S. Information Barrier Standards. Employees identified as Supervised Persons must comply with the Code, including these Standards. 43 Compliance is responsible for notifying each individual who is subject to the Code.
2. Investment Company Act Requirements
Rule 17(j) under the Investment Company Act requires that every investment company adopt procedures designed to prevent improper personal trading by investment company personnel. Rule 17(j) was created to prevent conflicts of interest between investment company personnel and shareholders, to promote shareholder value, and to prevent investment company personnel from profiting from their access to proprietary information.
Set forth below are procedures applicable to portfolio management and investment management units and certain associates outside the specific business unit who provide direct support to these units. 44 These procedures are designed to comply with the rules set forth above and industry best practices. 45
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B. Definitions
The following terms are defined for purposes of these Standards:
·
Access Persons, as defined in Section II.B., include employees or officers of a mutual fund or investment adviser, who, in connection with their normal responsibilities, make, participate in, or have access to current or pending information regarding the purchase or sale of a security by the Complex (Complex defined below) or nonpublic portfolio holdings of mutual funds.
·
Investment Personnel are Access Persons who are public-side portfolio managers, analysts, traders, or certain other individuals as designated by the compliance officer. Note: Investment Personnel from PIs Strategic Investment Research Group (SIRG) are subject to slightly different requirements with respect to Initial Public Offerings and Short Term Trading Profit provisions. These requirements are expressly noted in these sections.
·
A pending buy or sell order exists when a decision to purchase or sell a security has been made and communicated.
·
The Complex includes all portfolios managed by the business unit or group of units to which an individual is deemed to have access.
C. Conflicts of Interest
Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient. Management must make the Companys ethical standards clear. At every level, associates must set the right example in their daily conduct. Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.
All Access Persons must act in accordance with the following general principles:
·
It is their duty at all times to place the interests of investment company shareholders and other investment advisory clients first.
·
Access Persons should scrupulously avoid serving their own personal interests ahead of clients interests in any decision relating to their personal investments.
·
All personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility.
·
Access Persons must not only seek to achieve technical compliance with these Standards, but should strive to abide by the spirit and the principles articulated herein.
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Example:
An appearance of a conflict of interest may occur if, following a meeting with a representative of an issuer, an analyst buys the issuers securities for his or her personal account, but does not recommend his or her client purchase such securities.
·
Access Persons may not take inappropriate advantage of their positions.
·
Access Persons must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders or clients, including, but not limited to the receipt of unusual investment opportunities, perquisites or gifts from persons doing or seeking business with their portfolios.
·
Access Persons may not bunch a personal order with a client order.
·
Access Persons may not conduct personal business with brokers who execute trades for their portfolios.
D. Mutual Fund Reporting and Trading Restrictions
Investment Personnel and Access Persons are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.
To deter the market timing in proprietary and non-proprietary funds subadvised by Prudential, Investment Personnel and certain officers of PGIM and Prudential Investments LLC (PI) are required to hold all proprietary and certain non-proprietary subadvised mutual funds for a period of sixty days. Investment Persons and Access Persons are also required to report mutual fund transactions covered under these Standards as described below.
1 . Mutual Fund Holding Period
Investment Personnel and certain PGIM, PI, and AST Investment Services, Inc. (ASTIS) officers and/or employees are required to hold proprietary and certain non-proprietary subadvised mutual funds, excluding money market funds and the PESP Fixed Rate Fund, for a period of at least sixty days. 46 , 47 Proprietary funds include Prudential Investments, Advanced Series Trust, Prudential Series Fund, Target, and Variable Contract Accounts 2, 10, and 11. Non-proprietary subadvised funds are defined in Exhi bi t 8. Specifically, Investment Personnel and certain PGIM and PI employees are prohibited from executing a purchase and a sale of the same proprietary or certain non-proprietary subadvised mutual fund during any sixty day period. 48 This restriction
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applies to accounts for which Investment Personnel and certain PIM and PI employees have a direct or indirect beneficial interest, including household members. See Section II.C. Profits realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Committee. 49
2. Standards Relating to Reporting and Trading Mutual Funds
Access Persons are required to report all transactions in proprietary and certain non-proprietary subadvised mutual funds. 50 This requirement applies to accounts for which Access Persons have a direct or indirect beneficial interest, including household members. Transactions in proprietary funds that are held directly at the transfer agency (Prudential Mutual Fund Services, LLC) are monitored by the Securities Monitoring Unit via electronic feed and therefore, employees are not required to independently report such transactions. See Section II.C.
Access Persons may hold and trade proprietary and certain non-proprietary subadvised mutual funds only through one of the authorized broker-dealers, directly with Prudential Mutual Fund Services (PMFS), the Prudential Employee Savings Plan (PESP), or the Jennison Associates (Jennison) Savings Plan. 51 However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit, Compliance Department. For certain non-proprietary subadvised funds, Access Persons must notify fund complexes within ten business days of receipt of these Standards requesting that duplicate statements and confirmations be forwarded to the Securities Monitoring Unit. Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement. 52
Investment Personnel and Access Persons must notify the Securities Monitoring Unit of all mutual fund accounts. This includes accounts of all household members, 401(k) Plans held at other companies, variable insurance products and annuities held directly with the fund or through another company or service provider for all proprietary and certain non-proprietary subadvised mutual funds. 53 In addition, Investment Personnel and Access
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Persons must contact these funds to request that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards.
E. Additional Trading Restrictions for Access and Investment Personnel of PGIM Fixed Income (FI), Quantitative Management Associates LLC (QMA), PGIM Real Estate Global Real Estate Securities (GRES), AST Investment Services, Inc. (ASTIS) , Prudential International Investments Advisers, LLC (PIIA), Prudential Investments LLC (PI) 54 .
The following restrictions and requirements apply to all accounts in which Access Persons and Investment Personnel have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2.
1. Initial Public Offerings
Investment Personnel, excluding SIRGs Investment Personnel, are prohibited from purchasing initial public offerings of securities. 55 Access Persons and SIRGs Investment Personnel must obtain preclearance prior to purchasing initial public offerings of securities. For purposes of these Standards, initial public offerings of securities do not include offerings of government or municipal securities.
2. Private Placements
Investment Personnel and Access Persons are prohibited from acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the local business unit head in consultation with the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved.
Investment Personnel must disclose their private placement holdings to the business unit compliance officer and the business units chief investment officer when the Investment Personnel play a part in the consideration of any investment by the portfolio in the issuer. In such circumstances, the portfolios decision to purchase securities of the issuer will be subject to independent review by appropriate personnel with no personal interest in the issuer.
3. Blackout Periods
Access Persons are prohibited from knowingly executing a securities transaction on a day during which any portfolio in their Complex has a pending buy or sell order in the same or an equivalent security and until such time as that order is executed or withdrawn. 56 This prohibition will not apply to purchases and sales executed in a fund or portfolio that
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replicates a broad based securities market index. Transactions inadvertently executed by an Access Person during a blackout period will not be considered a violation and disgorgement will not be required provided that the transaction was effected in accordance with the preclearance procedures applicable to such person under the Standards and without prior knowledge of any pending purchase or sale orders in the Complex in the same or equivalent security.
Investment Personnel are prohibited from knowingly buying or selling a security within seven calendar days before or after a portfolio in their Complex trades in the same or an equivalent security. Nevertheless, a personal trade by any Investment Personnel shall not prevent a portfolio in the same business unit from trading in the same or an equivalent security. However, such a transaction shall be subject to independent review by their business unit compliance officer. 57 This prohibition will not apply to purchases and sales executed in a fund or portfolio that replicates a broad based securities market index.
Profits realized on transactions that are executed during blackout periods may be required to be disgorged. All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held or traded.
4. Short-Term Trading Profits
Investment Personnel, excluding SIRGs Investment Personnel, are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent security within any sixty calendar day period. 58 SIRGs Investment Personnel are prohibited from profiting from a purchase and sale, or sale and purchase of the same or equivalent exchange traded fund within any sixty calendar day period. In keeping with the spirit of this restriction, Investment Personnel should not engage in options or other derivative strategies, even if intended solely to generate option premium income, that lead to the exercise or assignment of securities that would result in a prohibited transaction, i.e., writing a short call or buying a long put with an expiration date of less than sixty days. Any such transaction would be considered as turnover within the sixty day period and will result in a violation of these Standards. Investments in derivatives offer a variety of alternative investment strategies and it is incumbent upon the investor to understand the potential outcomes of using derivatives and to take into account whether a violation of these Standards may occur. Profits realized on such proscribed trades must be disgorged. All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held. 59
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5. Short Sales
Access Persons may not sell any security short which is owned by any portfolio managed by the business unit with the exception of short sales against the box. A short sale against the box refers to a short sale when the seller owns an equivalent amount of the same securities. However, employees may not sell short Prudential securities under any circumstances.
6. Options
Access Persons may not write naked call options or buy naked put options on a security owned by any portfolio managed by the business unit. Access Persons may purchase options on securities not traded by any portfolio managed by the business unit, or purchase call options or write put options on securities owned by any portfolio managed by the business unit, subject to preclearance and the same restrictions applicable to other securities. Access Persons may write covered call options or buy covered put options on a security owned by any portfolio managed by the business unit at the discretion of the business unit compliance officer. However, Investment Personnel should keep in mind that the short-term trading profit rule might affect their ability to close out an option position at a profit.
7. Trading Conflicts
To avoid perceived or actual conflicts inherent in managing client assets, the personal trading of Investments Persons must not be opposed to the prevailing strategy they employ on behalf of clients. Consequently, Investment Persons are prohibited from effecting trades in securities also held in portfolio(s) they manage, where such trades represent an investment view that is inconsistent with the strategy then employed for their clients.
F. Investment Clubs
Access Persons and Investment Persons may not participate in investment clubs.
G. Prohibited Transactions Involving Securities of Prudential Financial, Inc.
All employees, including Access Persons, are prohibited from selling short including short sales against the box, hedging transactions 60 and from participating in any exchange traded options or futures transactions on any Prudential securities. Employees classified as Designated Persons are subject to additional restrictions relating to securities issued by Prudential. Non-margin account collateral arrangements are prohibited. Employees may not enter into any arrangement involving the pledge or use as collateral of Company securities, other than a permissible securities brokerage margin account. It is recommended that employees subject to preclearance and special restricted lists not enter into limit orders that carry over to the next trading day or maintain margin accounts. Transactions triggered by limit orders or margin calls or margin account maintenance fees may result in violations of the Standards. These requirements are outlined in Section III of these Standards.
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H. Preclearance
Access and Investment Persons of FI, QMA, PIIA, ASTIS, GRES and PI must preclear all personal securities transactions with the exception of those identified in Section V.I. below. 61 , 62 See also Exhibit 3 for a list of securities transactions requiring preclearance. Preclearance is also not required for both proprietary and non-proprietary subadvised mutual funds. All requests for preclearance are submitted to the business unit compliance officer for approval using the FIS Protegent PTA automated preclearance website which can be accessed by typing PST into your browser. We recommend that you bookmark this link for future use. 63 , 64
All approved orders must be executed by the close of business on the day in which preclearance is granted; provided however that approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted by the Access Person .
I. Exemptions
The following exemptions apply to the blackout periods, short-term trading profit rule, preclearance requirements and mutual fund sixty-day holding period as noted below. 65
Type of Account/Security |
Short Swing Profit Rule |
Blackout Periods |
Preclearance 66 |
Mutual Fund 60-Day Holding Period |
Ineligible Securities 67 |
Not Applicable |
Not Applicable |
Required |
Applies |
Exercise of rights issued by an issuer 68 |
Not Applicable |
Not Applicable |
Required |
Applies |
De Minimis Transactions:
1) Any trades, or series of trades effected over a 30 calendar day period, involving 500 shares or less in each direction (purchase or sale) of an equity security, if the Access Person has no prior knowledge of activity in such security by any portfolio in the business unit. 69 2) Any fixed-income securities transaction, or series of related transactions effected over a 30 calendar day period, involving 100 units ($100,000 principal amount) or less in each direction (purchase or sale), if the Access Person has no prior knowledge of transactions in such security by any portfolio in the business unit. |
Not Applicable |
Not Applicable |
Required |
Applies |
Discretionary Accounts 70 |
Not Applicable |
Not Applicable |
Not Required |
Not Applicable |
Index Options on a Broad Based Index 71 |
Not Applicable |
Not Applicable |
Not Required |
Not Applicable |
Unit Investment Trusts and Open-End Mutual Funds, including Exchange Traded Funds (ETFs) |
Applies to all ETFs with limited exceptions for certain broad based funds and options that track such funds. 72 Not Applicable for all other UITs and Open-end funds. |
Applies to all ETFs. Not Applicable for all other UITs and Open-end funds. |
Required for all ETFs. 73
Not required for all other UITs and Open-end funds. |
Applies See Section V.D.1. |
Non-volitional Transactions and Dividend Reinvestment Plans (DRIPS) |
Not Applicable |
Not Applicable |
Not applicable for non-volitional transactions. For non-Prudential stock DRIPs, the plan requires approval and subsequent transactions do not require preclearance. |
Not Applicable |
Automatic Investment/ Withdrawal Programs and Automatic Rebalancing 74 |
Not Applicable. However, applicable for transactions that override any pre-set schedule or allocation. |
Not Applicable. However, applicable for transactions that override any pre-set schedule or allocation. |
Not required - However, transactions that override any pre-set schedule or allocation must be precleared and reported to the Securities Monitoring Unit. |
Not Applicable |
PSPP Transactions 75 |
Applies only to PSPP sales. Purchases made under PSPP are exempt. |
Applies only to PSPP sales. Purchases made under PSPP are exempt. |
Required only for Prudential stock sold under the PSPP. Elections and purchases made under the plan are exempt. |
Not Applicable |
Prudential Financial, Inc. common stock |
Only applies to employees of QMA, including its support functions |
Only applies to employees of QMA, including its support functions. Designated Persons should refer to Section III.4. |
Only applies to Designated Persons, Section 16 Officers/Directors, and employees of QMA, including its support functions |
Not Applicable |
Proprietary Closed-end Funds 76 |
Applies to certain Access and Investment Persons |
Applies to certain Access and Investment Persons |
Applies to certain Access and Investment Persons |
Not applicable- See Short Swing Profit Rule prohibition |
J. Personal Trade Reporting
All Access Persons must participate in FIS Protegent PTA Trade Monitoring System as described in Secti o n II of these Standards. In addition, all Access Persons must preclear all private securities transactions immediately and report completion of the transaction promptly, in any event not later than ten days following the close of each quarter in which the trade was executed. Forms to report such private securities transactions are available from your business unit compliance officer or the Securities Monitoring Unit.
K. Personal Securities Holdings
Within ten calendar days of becoming an Access Person, and thereafter on an annual basis, Access Persons (other than disinterested directors/trustees) must disclose their
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personal securities holdings. This report should include all holdings of private securities (e.g., limited partnership interests, private placements, hedge funds, etc.) and all holdings of proprietary and certain non-proprietary subadvised mutual funds. 77 , 78 This includes those positions held in 401(k) Plans held at other companies, variable insurance products and annuities, excluding money market funds. Security positions held in Discretionary Accounts, as defined in Section II.C.7., and certain trust accounts are not required to be reported. Holdings Reports must include information that is current within the previous forty five days of becoming an Access Person or submitting the annual Holdings Report. (See Exhibit 6 for the Holdings Report Form.)
L. Service as a Director
Consistent with Prudential standards, Investment Personnel are prohibited from serving on the board of directors of publicly traded companies, absent prior authorization from the business unit compliance officer or pursuant to Prudential Standards based upon a determination that the board service would not be inconsistent with the interests of the investment company or other clients. In the limited instances that such board service may be authorized, Investment Personnel will be isolated from those making investment decisions affecting transactions in securities issued by any publicly traded company on whose board such Investment Personnel serves as a director through the use of an Information Barrier or other procedures designed to address the potential conflicts of interest.
M. Gifts
Consistent with Prudentials Gift and Entertainment Policy, Access Persons are prohibited from receiving any gift or other thing that would be considered excessive in value from any person or entity that does business with or on behalf of Prudential. Access Persons must comply with Company limits and reporting guidelines for all gifts and entertainment given and/or received.
N. Code Violations and Sanctions
Access Persons and Supervised Persons are required to promptly report any known violations of the Code or these Standards to the Business Unit Chief Compliance Officer. Reported violations and other exceptions to these Standards detected through internal monitoring will be provided to the Business Unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee (Committee). The Committee, comprised of business unit executives, compliance and
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human resource personnel, will review all violations of these Standards. The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate, which may include monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.
O. Reports to Clients
The Board of Directors/Trustees of any investment company client will be provided, as requested by client or otherwise required by regulation, with a report, no less frequently than annually, which at a minimum:
·
Certifies that the investment adviser/portfolio management unit has adopted procedures reasonably necessary to prevent its Access Persons from violating these Standards;
·
Summarizes existing procedures concerning personal investing and any changes in the procedures made during the preceding year;
·
Identifies material violations of these Standards and sanctions imposed in response to those violations; and
·
Identifies any recommended changes in existing restrictions or procedures based upon experience under these Standards, evolving industry practices, or developments in applicable laws and regulations.
P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (GPSI)
The following restrictions and requirements apply to all accounts in which GPSI Access Persons have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2.
1. Initial Public Offerings
GPSI Access Persons must preclear purchases of initial public offerings of securities. For purposes of these Standards, initial public offerings of securities do not include offerings of government or municipal securities. See Exhibit 9 for a copy of the preclearance request form.
2. Private Placements
GPSI Access Persons are prohibited from personally acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the business unit compliance officer, based on a determination that no conflict of interest is involved. See Exh ib it 9 for a copy of the preclearance request form.
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3. Watchlist
GPSI Access Persons may be restricted from purchasing or selling securities of certain issuers on the GPSI Watchlist. Such restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above. Associates who held GPSI Watchlist securities prior to becoming a GPSI Access Person, the security being placed on the GPSI Watchlist or the institution of these Standards must obtain written approval from their business unit compliance officer prior to the sale of such securities.
Q. Additional Trading Requirements for certain Covered Persons
1. Watchlist
Certain Covered Persons in Prudential Retirement and other areas of the company may be restricted from purchasing or selling securities of certain issuers engaged in pension risk transfer activities. 79 Such restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above. Associates who held pension risk transfer securities prior to becoming a Covered Person, the security being placed on a Watchlist or the institution of these Standards, must obtain written approval from their business unit compliance officer prior to the sale of such securities.
If you are a Covered Person subject to pension risk transfer restrictions, you must determine whether the security you intend to trade is restricted prior to executing a trade. You can confirm the restricted status of a security by entering a preclearance request into FIS Protegent PTA. Preclearance approval is valid until the close of the market on the day preclearance is granted. Trading in a restricted security is prohibited and may result in review by a disciplinary committee and potential disciplinary action.
R. Violations of these Standards
Violations or other exceptions to these standards, excluding GPSI, are reviewed by the Personal Securities Trading/Mutual Fund Code of Ethics Committee. Individuals who do not comply with these Standards are subject to disciplinary action that may include fines, as permitted by law, or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
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VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS
A. Background
The Advisers Act governs activities of officers, directors and employees of registered investment advisers. The rules under the Advisers Act set forth specific requirements relating to conflicts of interest and personal securities trading activity.
Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their Personnel. In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.
The code of ethics applies to all Supervised Persons of the adviser, including all Access Persons of the adviser. Under the rules, Access Persons are considered employees of the adviser who have access to client recommendations and trading activity. Based on this definition, Private-Side Associates, as defined in Section VI.C . below, (excluding employees of PMCC) would be considered Access Persons and be subject to the requirements of the rules due to their access to investment advisory client recommendations and trading activity. In addition, employees of Prudential Real Estate Fixed Income Investors (PREFII) are considered Supervised Persons under the rules.
The Investment Adviser Code of Ethics (Code), as adopted by Prudentials registered investment advisers, includes the Personal Securities Trading Standards and the U.S. Information Barrier Standards. Employees identified as Supervised Persons must comply with the Code, including these Standards. Compliance is responsible for notifying each individual who is subject to the Code. Secti o ns II and V I of these Standards set forth the requirements that are intended to enable Private-Side Associates to comply with Rule 204A-1.
B. Conflicts of Interest
Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient. Management must make the Companys ethical standards clear. At every level, associates must set the right example in their daily conduct. Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.
All Private-Side Associates must act in accordance with the following general principles:
·
It is their duty at all times to place the interests of investment advisory clients and investment company shareholders first.
·
Private Side Associates should scrupulously avoid serving their own personal interests
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ahead of clients interests in any decision relating to their personal investments.
·
All personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility.
·
Private-Side Associates must not only seek to achieve technical compliance with these Standards, but should strive to abide by the spirit and the principles articulated herein.
·
Private-Side Associates may not take inappropriate advantage of their positions.
·
Private-Side Associates must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of clients, including, but not limited to the receipt of unusual investment opportunities, perquisites or gifts from persons doing or seeking business with their portfolios.
·
Private-Side Associates may not bunch a personal order with a client order.
·
Private-Side Associates may not conduct personal business with brokers who execute trades for their portfolios.
C. Requirements of Private-Side Associates
Reporting Requirements
In addition to the personal securities trade reporting requirements set forth in Section II of these Standards, all associates of Private Asset Management units of PGIM are subject to certain trading restrictions as set forth below. The Private Asset Management units of PGIM are as follows: Prudential Capital Group (PCG), PGIM Real Estate and Prudential Mortgage Capital Company (PMCC). 80 These individuals are referred to as Private-Side Associates throughout these Standards.
The following restrictions and requirements apply to all accounts in which Private-Side Associates have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2.
Such restrictions apply to transactions in any securities accounts for which the associate maintains a beneficial interest, including the following:
·
Personal accounts;
·
Joint or tenant-in-common accounts in which the associate is a participant;
·
Accounts for which the associate acts as trustee, executor or custodian;
·
Accounts in which the associates spouse has a beneficial interest;
·
Accounts in which the associates minor children or any dependent family member has a beneficial interest;
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·
Accounts over which the associate exercises control or has any investment discretion including accounts of family members and other persons that reside at locations other than the associates residence; and
·
Accounts of any individual to whose financial support the associate materially contributes.
Preclearance Requirements
Private-Side Associates are required to preclear personal securities transactions. See Exhibit 3 for a list of securities transactions that require preclearance. Failure to preclear will be subject to review by the Personal Securities Trading/Mutual Fund Code of Ethics Committee and potential disciplinary action. Requests for preclearance are submitted to the business unit compliance officer for approval using the FIS Protegent PTA automated preclearance website which can be accessed by typing PST into your browser.
Approved orders must be executed by the close of business on the day in which preclearance is granted; provided however that approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted by the Private-Side Associate.
D. PCG, PMCC and PGIM Real Estate Material Nonpublic Information Lists
Under the U.S. Information Barrier Standards, PCG, PMCC and PGIM Real Estate are each required to maintain a material nonpublic information list (MNPI Lists) containing the names of publicly traded issuers about which they possess material nonpublic information. In addition, PCG maintains a list of companies that have issued public securities on a PCG Portfolio Holdings List, as well as the PCG 90 Day Pricing List and the PCG Watch and Early Warning List. PGIM Real Estate, PCG and PMCC employees are restricted from purchasing or selling securities of the issuers on the PCG, PMCC and PGIM Real Estate MNPI Lists as well as PCGs Portfolio Holdings List, 90 Day Pricing Lists and PCG Watch and Early Warning List (Applicable Restricted Lists) for their personal accounts. These restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above.
For clarity, all Private-Side Associates are subject to all restricted lists for the relevant units except that only PMCC and PGIM Real Estate employees are subject to the REIT/REOC Restricted List, as referred to in Section VI.J.2.
Associates may not provide the Applicable Restricted Lists to individuals outside of their investment sector and may not advise a person of another investment segment or a person not employed by Prudential that a security is restricted because Prudential is in possession of material nonpublic information.
The employee should instruct individuals (e.g., spouse, parent, etc.) who exercise control or have investment discretion over an account in which the associate has a beneficial interest to check with the associate prior to purchasing or selling any security for such account to ensure that no trade is placed in a security of an issuer on any of the Applicable Restricted Lists. Private-Side Associates are required to preclear personal
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securities transactions for all accounts in which Private-Side Associates have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.2. See Section VI.J.1 below for more information.
In the case of a Discretionary Account (as defined in Section II.C.7.), the preceding rule does not apply and the associate must not discuss any security or issuer with the broker or investment adviser in advance of any trade.
E. Investment Clubs
Private-Side Associates are prohibited from participating in investment clubs.
F. Mutual Fund Reporting and Trading Restrictions
Private-Side Associates are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.
To deter the market timing in proprietary and non-proprietary funds subadvised by Prudential, certain officers of PGIM are required to hold all proprietary and certain non-proprietary subadvised mutual funds for a period of sixty days. 81 Private-Side Associates are also required to report mutual fund transactions covered under these standards as described below.
1. Mutual Fund Holding Period
Certain officers of PGIM are required to hold proprietary and certain non-proprietary subadvised mutual funds, excluding money market funds and the PESP Fixed Rate Fund, purchased for a period of sixty days. 82 83 Proprietary funds include Prudential Investments, Target, Advanced Series Trust, Prudential Series Fund and Variable Contract Accounts 2, 10, and 11. Non-proprietary subadvised funds are defined in Exhi bit 8. Specifically, affected officers are prohibited from executing a purchase and a sale of the same proprietary or non-proprietary subadvised mutual fund during any sixty day period. 84 This restriction applies to accounts for which these officers have a direct or indirect beneficial interest, including household members. See Section II.C. Profits
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realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Personal Securities Trading/Mutual Fund Code of Ethics Committee (Committee). 85 , 86
2. Standards Relating to Reporting and Trading Mutual Funds
Private-Side Associates are required to report all transactions of proprietary and certain non-proprietary subadvised mutual funds. 87 This requirement applies to accounts for which Private-Side Associates have a direct or indirect beneficial interest, including household members. See Section II.C.
Private-Side Associates may hold and trade proprietary and certain non-proprietary subadvised mutual funds only through one of the authorized broker-dealers, directly with Prudential Mutual Fund Services (PMFS), or the Prudential Employee Savings Plan (PESP). 88 However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit. For certain non-proprietary subadvised funds, Private-Side Associates must notify fund complexes within ten business days of receipt of these Standards requesting that duplicate statements and confirmations be forwarded to the Securities Monitoring Unit. Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement. 89
Private-Side Associates must notify the Securities Monitoring Unit of any mutual fund accounts that can trade proprietary or certain non-proprietary subadvised funds. This also includes accounts of all household members, 401(k) Plans held at other companies, variable insurance products and annuities held directly with the fund or through another company or service provider for all proprietary and certain non-proprietary subadvised mutual funds. 90 In addition, Private-Side Associates must contact these funds to request that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to these Standards.
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G. Personal Securities Holdings
Within ten calendar days of becoming a Private-Side Associate, and thereafter on an annual basis, Private-Side Associates (other than disinterested directors/trustees) must disclose their personal securities holdings. This report should include all holdings of private securities (e.g., hedge funds, limited partnership interests, private placements, etc.) and all holdings of proprietary and certain non-proprietary subadvised mutual funds. 91 This includes those positions held in 401(k) Plans at other companies, variable insurance products and annuities, excluding money market funds. Security positions held in Discretionary Accounts, as defined in Section II.C.7., and certain trust accounts are not required to be reported. Holdings Reports must include information that is current within the previous forty five days of becoming an Access Person or submitting the annual Holdings Report. (See Exhibit 6 for the Holdings Report Form.)
H. Private Placements
Private-Side Associates are prohibited from personally acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the business unit compliance officer (such person having no personal interest in such purchases or sales), who may consult with the local business unit head when reviewing the request. Approval will be granted based on a determination that no conflict of interest is involved. See Exhi bit 9 for a copy of the preclearance request form.
I. Initial Public Offerings
Private-Side Associates must preclear all purchases of initial public offerings of securities. For purposes of these Standards, initial public offerings of securities do not include offerings of government or municipal securities. See Exhi bit 9 for a copy of the preclearance request form.
J. Additional Restrictions for Certain Units
1. Real Estate Units
In order to comply with certain U.S. federal securities laws and to prevent actual and apparent conflicts of interest in the Private Asset Management Real Estate units, all associates of PGIM Real Estate, PMCC and functional associates who are co-located with these units are restricted from purchasing interests in real estate investment trusts (REITs) and real estate-related securities as governed by those units respective restricted lists. 92
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PGIM Compliance maintains the REIT/REOC Restricted List, which constitutes the broad universe of REIT securities using conventional sources, and for which associates are prohibited from trading. Please note however, that absence from this list does not indicate approval to trade. This prohibition applies to all REITs and real estate-related securities, whether they are on the list or not.
Currently, in order to confirm whether a security is restricted, Private-Side Associates must enter a preclearance request into FIS Protegent PTA. FIS Protegent PTA can be accessed by typing PST into your browser.
Associates who hold REIT securities or real estate securities prior to the institution of these Standards or joining PGIM Real Estate and PMCC must obtain written approval from PGIM Compliance prior to the sale of such securities. Associates of the Private Asset Management Real Estate units will be permitted to purchase shares of open-end mutual funds that invest in REITs or real estate securities.
2. PGIM Real Estate Prudential Retirement Real Estate Fund Restrictions (PRREF)
PGIM Real Estate employees, as well as certain other individuals who have been specifically notified, collectively called PRREF Covered Individuals, are subject to special restrictions and requirements relating to PRREF. PRREF Covered Individuals are subject to the PRREF trading window and blackout period procedures. PRREF Covered Individuals are only permitted to execute PRREF transactions during a PRREF open trading window - see Exhibit 10 for the PESP Requirements for PRREF Covered Individuals and note that initial enrollment in Goalmaker is only permitted during an open PRREF trading window. Some controls have been established to prevent transactions during closed trading windows. If a blocking system fails, the employee is still responsible for adherence to these Standards. PGIM Real Estate Compliance will send PRREF trading window and blackout period notices to all PRREF Covered Persons.
3. Prudential Capital Group 90-Day Pricing List
To prevent actual or apparent conflicts of interest and to assure compliance with ITSFEA, all Private-Side Associates (and functional associates in support thereof) are prohibited from purchasing or selling securities of companies listed on PCGs 90 Day Pricing Summary Update for Public Companies (90 Day Pricing List). Currently, Private-Side Associates who have access to information about investment advisory client transactions and holdings involving public securities are prohibited from trading the securities of those publicly traded issuers and must preclear using FIS Protegent PTA Preclearance. FIS Protegent PTA can be accessed by typing PST into your browser. We recommend you bookmark this site.
K. Violations of these Standards
Violations or other exceptions to these standards are reviewed by the Personal Securities Trading/Mutual Fund Code of Ethics Committee. Individuals who do not comply with these Standards are subject to disciplinary action that may include fines, as permitted by law, or other monetary penalties, suspension without pay, reduction in PTO days or other disciplinary action up to and including termination of employment.
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01/03/2017 Version
EXHIBITS
Exhibit 1 Sample Letter to Brokerage Firm
TO:
Broker-Dealer
RE: Account #:
Date of Establishment:
Dear Sir/Madam:
Please furnish to Prudential Financial, Inc. (Prudential), copies of all trade confirmations and account statements with respect to all transactions for the above listed account(s). Please include all transactions in shares of unit investment trusts, exchange traded funds and all closed-end mutual funds.
Copies of these confirmations and statements should be sent to Prudential, as trades are effected, addressed as follows:
Prudential Financial, Inc.
Compliance Department
P.O. Box 919
Newark, NJ 07101-9998
This request is being made pursuant to NASD Rule 3050 and/or Rule 204-2(a) of the Investment Advisers Act, as applicable.
Very truly yours,
cc:
Vice President, Compliance
Compliance Department
54
Exhibit 2a Acknowledgment of the Personal Securities Trading Standards - US
For employees required to report their transactions in FIS Protegent PTA as described in Section II of these Standards, please complete the following acknowledgment and send it to:
Prudential Financial, Inc.
Compliance Department
P.O. Box 919
Newark, NJ 07101-9998
I have read and understand the Personal Securities Trading Standards and have and will continue to comply in all respects with the rules contained therein.
I confirm that I have instructed in writing all brokers for all securities accounts in which I maintain a beneficial interest, as described below, to send duplicate copies of all confirmations covering any transactions as trades are effected and all account statements to the address listed above. I understand that for accounts maintained at:
·
Charles Schwab
·
Chase Investor Services Corp (CISC)
·
E*TRADE
·
Fidelity Investments
·
JP Morgan Chase
·
Merrill Lynch
·
Morgan Stanley
·
Pruco Securities
·
Raymond James
·
Scottrade
·
TD Ameritrade
·
UBS Financial Services
·
Wells Fargo Advisors
as well as Discretionary Accounts as defined in Section II.C.7., I do not need to contact these brokers in writing. Beneficial interest includes the following:
?
personal accounts;
?
accounts in which my spouse has a beneficial interest;**
?
accounts in which my minor children or any dependent family member has a beneficial interest;**
?
joint or tenant-in-common accounts in which I am a participant;
?
accounts for which I act as trustee, executor or custodian;
?
accounts over which I exercise control or have investment discretion;
?
accounts of any individual to whose financial support I materially contribute; and
?
accounts in which purchases and sales are limited to open-end mutual funds.***
** Due to applicable laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.
55
*** This requirement only applies to Investment Personnel, Access Persons, Public-Side and Private-Side Associates. Duplicate confirmations and statements are not required for such accounts.
Set forth below (and on accompanying pages if necessary) is a list of all such accounts (including my Discretionary Accounts and accounts held at Charles Schwab, E*Trade, Merrill Lynch, TD Ameritrade, UBS Financial Services , Fidelity Investments, Pruco Securities, Wells Fargo Advisors, JP Morgan Chase, Chase Investor Services Corp. (CISC), Morgan Stanley, Scottrade and Raymond James) indicating the individual holding the account, the name of the institution, and the account number. I understand that I must promptly advise the Compliance Department of any change in this information or changes to my previously reported Discretionary Account agreements or circumstances surrounding these Discretionary Accounts and that I cannot influence or control trades in Discretionary Accounts. I understand that if I have been classified as a Covered or Access Person that in the event circumstances change for an account for which I have been granted an exception to maintain at a non-authorized brokerage firm, I must notify the Compliance Department immediately and request that the account be reviewed in light of the changed circumstances.
_____________________________
______________________________
Full Name of Employee
Business Unit/Location
_____________________________
______________________________
Signature
Date
List of all Accounts
Name of Individual |
|
Name of Institution |
Account Number |
|
|
|
|
|
|
|
|
56
Exhibit 2b - Acknowledgment of the Personal Securities Trading Standards - International
I have read and understand the Personal Securities Trading Standards and have and will continue to comply in all respects with the rules contained therein.
I confirm that, where applicable, I have instructed in writing all brokers for all securities accounts in which I maintain a beneficial interest, as described below, to send duplicate copies of all confirmations covering any transactions as trades are effected and all account statements to the address listed below. I confirm that in cases where the broker cannot forward account information to Prudential that I will provide copies of all confirmations and account statements to Prudential in a timely manner. I understand that my account information will be maintained in a secure manner and available to only limited individuals with a business need for the information.
Prudential Financial, Inc.
Compliance Department
P.O. Box 919
Newark, NJ 07101-9998
USA
I understand that for accounts maintained at Charles Schwab, Chase Investor Services Corp (CICS), E*Trade, JP Morgan Chase, Merrill Lynch, Morgan Stanley, TD Ameritrade, UBS Financial Services , Fidelity Investments, Pruco Securities, Raymond James, Scottrade or Wells Fargo Advisors, as well as Discretionary Accounts as defined in Section II.C.7., I do not need to contact these brokers in writing. Beneficial interest includes the following:
?
personal accounts;
?
accounts in which my spouse has a beneficial interest;**
?
accounts in which my minor children or any dependent family member has a beneficial interest;**
?
joint or tenant-in-common accounts in which I am a participant;
?
accounts for which I act as trustee, executor or custodian;
?
accounts over which I exercise control or have investment discretion,
?
accounts of any individual to whose financial support I materially contribute; and
?
accounts in which purchases and sales are limited to U.S. open-end mutual funds.***
** Due to applicable laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.
*** This requirement only applies to Investment Personnel, Access Persons, Public-Side and Private-Side Associates. Duplicate confirmations and statements are not required for such accounts.
Set forth below (and on accompanying pages if necessary) is a list of all such accounts (including my Discretionary Accounts and accounts held at:
·
Charles Schwab
·
Chase Investor Services Corp (CISC)
·
E*TRADE
·
Fidelity Investments
·
JP Morgan Chase
·
Merrill Lynch
·
Morgan Stanley
57
·
Pruco Securities
·
Raymond James
·
Scottrade
·
TD Ameritrade
·
UBS Financial Services
·
Wells Fargo Advisors
) indicating the individual holding the account, the name of the institution, and the account number. I understand that it is my obligation to ensure that Compliance has an accurate record of each account holder identified below. I understand that I must promptly advise the Compliance Department of any change in this information or changes to my previously reported Discretionary Account agreements or circumstances surrounding my Discretionary Accounts and that I cannot influence or control trades in Discretionary Accounts. I understand that if I have been classified as a Covered or Access Person that in the event circumstances change for an account for which I have been granted an exception to maintain at a non-authorized brokerage firm, I must notify the Compliance Department immediately and request that the account be reviewed in light of the changed circumstances.
I freely give my explicit unambiguous consent for this account information to be forwarded to Prudentials Securities Trade Monitoring Unit in the U.S. for the purpose of monitoring my trading activities to ensure compliance with the Personal Securities Trading Standards and the various securities laws and regulations governing insider trading and the protection of material nonpublic information.
_____________________________
______________________________
Full Name of Employee
Business Unit/Location
_____________________________
______________________________
Signature
Date
List of all Accounts
Name of Individual |
|
Name of Institution |
Account Number |
|
|
|
|
|
|
|
|
58
Exhibit 3 Preclearance and Reporting of Personal Transactions
Investment Category/ Method |
Sub-Category |
Reportable (Yes/No) |
Requires Pre-clearance for Access and Investment Personnel 93 , 94 |
Comments |
Bonds |
ABS Agency
CMOs Convertibles Corporates MBS
Municipals Public Offerings Treasury Bills, Treasury Notes, Treasury Bonds |
Yes Yes
Yes Yes Yes Yes
Yes Yes No |
Yes Yes only QMA & FI Investment Personnel; for all others no preclearance required.
Yes Yes Yes Yes only FI Investment Personnel; for all others No preclearance required.
Yes Yes Yes - only FI Investment Personnel; for all others No preclearance required. |
|
Stocks ( Purchases and sales of Individual Stocks) |
Common (non-Prudential securities) Common (Prudential securities only)
Optional Dividend Reinvestments Preferred Public Offerings (Initial & Secondary) Rights Warrants Dividend Reinvestments Plans (Initial Enrollment)
Automatic Dividend Reinvestments |
Yes Yes
Yes Yes Yes Yes Yes Yes- except for Prudential Stock
No |
Yes Yes- exceptions apply, see comments
Yes Yes Yes Yes Yes Yes- except for Prudential stock
No- However, initial enrollments require preclearance. |
Private-Side Associates must preclear initial public offerings of securities, see Section VI.I.
Transactions in Prudential only need to be precleared by employees of QMA, including its support functions, and Designated Persons. |
Private Placements including Limited Partnerships and Hedge Funds |
|
Yes |
Yes |
Private-Side Associates must preclear private placement transactions, see Section VI.H.
|
Investment Category/ Method CONTINUED |
Sub-Category |
Reportable (Yes/No) |
Requires Pre-clearance for Access and Investment Personnel 95 |
Comments |
Open End Mutual Funds- For Designated and Covered Persons |
Proprietary Non Proprietary Prudential Financial, Inc. Common Stock Fund 529 Plans |
No No Yes
No |
See rules below for Access and Investment Persons. Designated Persons must preclear all transactions in Prudential securities. |
Transactions of the Prudential Financial, Inc. Common Stock Fund executed in the PESP plan are fed electronically to FIS PROTEGENT PTA. |
Open End Mutual Funds- For Investment Personnel, Access Personsand Private-Side Associates |
Exchange Traded Funds Proprietary Non-Money Market Non-proprietary subadvised Non-Money Market Proprietary and Non-Proprietary Off-Shore Funds
Money Market Funds Non Affiliated 529 Plans |
Yes Yes
Yes
No No No 97 |
Yes - see comments No No
No
No No No |
All ETFs must be precleared, including those registered as open end mutual funds. Proprietary Funds include Prudential Investments, Target, Advanced Series Trust, and Variable Contract Accounts 2, 10 & 11. A list of non-proprietary subadvised funds can be found in Exhibit 8 . |
Closed End Funds & Unit Investments Trusts |
Affiliated Funds Affiliated Unit Investment Trusts Non-Affiliated Funds Non-Affiliated Unit Inv. Trusts |
Yes Yes Yes Yes |
Yes No - see comments Yes No - see comments |
All ETFs must be precleared, including those registered as unit investment trusts. |
Derivatives |
Any Exchange Traded, NASDAQ, or OTC Option or Future including but not limited to: Security Futures/Single Stock Futures All other Futures (Including Financial Futures) Options on Foreign Currency
Options on Futures Options on Indexes Options on Securities |
Yes No
Yes
Yes Yes Yes |
Yes No - see comments
Yes only FI Investment Personnel; for all others No preclearance required.
Yes Yes- see comments Yes |
Purchases and Sales of options on indexes must be precleared except as noted in Exhibit 5. Exercises of options (other than Prudential Employee Stock Options) do not require preclearance.
PGIM/QMA Associated Persons with the National Futures Association are prohibited from trading futures in their personal trading accounts and are prohibited from maintaining a personal futures trading account. |
Investment Category/ Method CONTINUED |
Sub-Category |
Reportable (Yes/No) |
Requires Pre-clearance for Access and Investment Personnel 98 |
Comments |
Foreign Currency |
|
No |
No |
Exchanges made for personal travel are not reportable. |
Stock or Option Bonus Awards
Prudential Employees
Non-Pru Employee/ Household Member |
Shares or Options received as part of Compensation:
Receipt of grant, including Options, Restricted Stock (RS), Restricted Stock Units (RSUs) Performance Shares (PS) Performance Units (PUs)
Exercise of Employee Stock Options (including employee stock options from a former employer)
Sale of RS, RSUs, PS, or PUs
Options received as part of Compensation
Shares received as part of Compensation
Exercise of Employee Stock Options
Sale of Stock Received |
Yes- see comments
Yes- see comments
Yes- see comments
No
Yes
No
Yes |
No
Yes- see comments
Yes- see comments
No
No
No
Yes |
Prudential employee stock or option bonus awards and subsequent transactions (i.e., option exercises and sales of RS, RSUs and PS) are electronically reported to the Securities Monitoring Unit. Only Designated Persons and employees of QMA and its support functions must preclear these transactions.
For Non-employee option bonus awards, the receipt is not reportable. However, the receipt of a stock award is reportable. The sale of stock or the exercise of an option is a reportable event.
|
PSPP Transactions |
|
Yes- exceptions apply, see comments |
Yes- exceptions apply, see comments |
PSPP elections and purchases do not have to be precleared by Access and Investment Persons. However, the sale of shares acquired through the plan must be precleared by employees of QMA and its support functions. All other Access and Investment Persons need not preclear PSPP transactions.
For Designated Persons, additional rules apply. See Exhibit 4.
|
Investment Category/ Method - CONTINUED |
Sub-Category |
Reportable (Yes/No) |
Requires Pre-clearance for Access and Investment Personnel 99 |
Comments |
Gifts
Prudential securities
All other gifts |
Gifts given and received
Given by Employee - Bonds and/or Stock Received by Employee - Bonds and/or Stock |
Yes - exceptions apply, see comments
Yes
No |
Yes - exceptions apply, see comments
Yes
No |
Only employees of QMA, including its support functions, and Designated Persons must preclear gifts of Prudential securities.
For non-Prudential securities, a gift given to a charity is reportable, however, the receipt of a gift is not a reportable transaction under the Personal Securities Trading Standards. Please see the Gift and Entertainment Policy for additional reporting requirements for gifts. |
Commodities |
Other Commodities |
No |
No |
|
Annuities & Life Insurance Contracts w/Investment Components (e.g. Variable Life) |
Affiliated Non Affiliated |
Yes** Yes** |
No No |
** Investment Personnel, Access Persons and Private-Side Associates must report transactions of both affiliated and non-affiliated variable life and annuities contracts where the underlying investment components invest in proprietary and/or certain subadvised non-proprietary mutual funds. In addition, any underlying sub-account transactions are also reportable. |
PESP Transactions |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
Prudential Stock Dividend Reinvestment Plan Enrollment |
Permitted No Preclearance required |
Permitted |
PESP Requirements
PESP Transactions |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
Transfers/Exchanges into or out of the PFI Common Stock Fund |
Permitted - Preclearance required |
Prohibited |
Allocation Changes to future contributions involving the PFI Common Stock Fund |
Permitted - No preclearance required |
Permitted |
Automatic Rebalancing Elections affecting the PFI Common Stock Fund 100 |
Permitted - Preclearance required |
Prohibited |
On-Demand Rebalancing affecting the PFI Common Stock Fund 101 |
Permitted - Preclearance required
|
Prohibited |
PESP Transactions (CONTINUED) |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
Loan Initiations |
Permitted - Preclearance required if funds will be taken from the PFI Common Stock Fund. |
Permitted The proceeds for the loan will be taken from all your investments except for the PFI Common Stock Fund.
Preclearance is not required. |
Single Lump Sum Repayments |
Permitted - Preclearance required if funds will upon repayment be invested in the PFI Common Stock Fund |
Permitted if funds, upon repayment, will not be invested in the PFI Common Stock Fund
Otherwise Prohibited |
Catch-up Contributions (generally available for those age 50 and older who meet the PESP rules) |
Permitted No preclearance required |
Permitted |
GoalMaker Elections |
Permitted - No preclearance required |
Permitted if you are not currently allocating funds to the PFI Common Stock Fund AND if none of your assets (other than the company directed match) are invested in the PFI Common Stock Fund
Otherwise Prohibited |
PESP Transactions (CONTINUED) |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
Disbursements from the PFI Common Stock Fund for an In-Service Withdrawal |
Permitted - Preclearance required |
Prohibited from the PFI Common Stock Fund. However, you MAY receive a disbursement from your other PESP investments. Contact 1-800-PRU-EASY for more information. |
Disbursements from the PFI Common Stock Fund for a Hardship Withdrawal |
Permitted No preclearance required |
Permitted |
Employee Stock Ownership Plan (ESOP) dividend elections |
Permitted No preclearance required |
Permitted |
Changing your Contribution Rate a/k/a Deferral Rate (includes After Tax and Before Tax) |
Permitted No preclearance required |
Permitted |
Prudential Supplemental Employee Savings Plan (SESP) |
Permitted No preclearance required |
Permitted |
PSPP Requirements
PSPP Transactions |
Open Trading Windows |
Blackout Periods (Closed Trading Windows) |
PSPP Enrollment |
Permitted No preclearance required |
Permitted |
PSPP Contribution Rate Change |
Permitted No preclearance required |
Permitted |
PSPP Suspension |
Permitted No preclearance required |
Permitted |
PSPP Withdrawals |
Permitted No Preclearance required |
Permitted |
PSPP Sale |
Permitted Preclearance required |
Prohibited |
66
Exhibit 5 Index Option and Futures Transactions in Broad-Based Indices that are Exempt from Preclearance & Short-Term Trading Prohibitions
67
Exhibit 6 Personal Securities Holdings Report
Reviewed by: Initials:______ Date:______
Business Unit Compliance Officer
Personal Securities Holdings Report
To:
Securities Monitoring Unit
Compliance Department
From:
_______________________________
Employee ID: ______
Department: ___________________________________
Division: _______________
Signed:
____________________________________
Date:__________________
I currently have no securities holdings to report:
________________
Employees Initials
Listed below are all securities that I held, including those in which I had a direct or indirect beneficial interest, as of a date within the previous 45 days, as required by the Personal Securities Trading Standards and the Mutual Fund Code of Ethics.
Public Securities (including proprietary and non-proprietary subadvised mutual funds). Please indicate if security was acquired through an initial public offering (IPO).
Number
Mkt Value/
Broker-Dealer
Account
Title of Security
Of Shares
Principal Amt or Institution
Number
Ticker
IPO
______________
_________
___________ ____________
_________
____ ____
______________
_________
___________ ____________
_________
____ ____
______________
_________
___________ ____________
_________
____ ____
______________
_________
___________ ____________
_________
____ ____
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Private Securities (e.g., hedge funds, limited partnerships, private placements).
Number
Mkt Value/
Broker-Dealer
Account
Title of Security
Of Shares
Principal Amt or Institution
Number
______________
_________
___________ ____________
_________
______________
_________
___________ ____________
_________
Exhibit 7 -- Section 16 Insiders and Designated Persons Preclearance Request Form
This form is for preclearing transactions in Prudential securities (including equity and debt securities). Please include all requested information. An associate from the Securities Monitoring Unit of the Compliance Department will review and respond to this request. The response will indicate that your request has either been approved or denied. A request is not considered approved until you receive a confirmation of approval from the Securities Monitoring Unit. For employees located in North or South America, preclearance is only valid until the close of the market on the day approval is granted. Employees located outside of North and South America are granted preclearance approval for two business days counting the date of approval as the first business day, however trades must be executed before the trading window closes. Preclearance Forms should be faxed to the Securities Monitoring Unit at (973) 802-7454 [International Fax Number +1-973-802-7454] .
Part I Information on Individual Requesting Preclearance:
Name: __________________________________ Phone #: ______________
Fax #: ________________
Department: ___________________________________ Division: ___________________________
In making this transaction, I understand it is my personal obligation under federal securities law not to trade securities of Prudential Financial, Inc. while in possession of material nonpublic information about the Company. This obligation continues during open trading windows and even where I have had a trade precleared.
___________________________
[Employees Signature]
If you have any questions, please contact Hillary Lorenzo at (973) 367-9358 [International +1-973-367-9358] or Richard Baker at (973) 802-6691 [International +1-973-802-6691].
Part II - Transaction Information:
Date: _______________________
Number of Shares/Options: ______
Transaction Type:
Open Market Transactions
______ Buy
______ Sell*
______Gift
Stock Option Exercises
______ Cashless Exercise (Exercise and Sell all Options)
______ Exercise & Sell to Cover (Exercise and Sell only enough shares to cover option cost and taxes)
______ Exercise & Hold (Exercise options and hold shares no sale involved)
Prudential Employee Savings Plan (PESP) Transactions
______Exchange (into or out of Company Stock Fund)
______Disbursement (from Company Stock Fund)
______Loans (impacting Company Stock Fund)
______Single Lump Sum Loan Repayment (impacting Company Stock Fund)
______ Rebalancing (impacting Company Stock Fund)
Prudential Stock Purchase Plan (PSPP) Transactions
______ Sell (stock previously obtained from the PSPP)
69
Other Benefit Plan Elections
______Deferred Compensation Transactions (impacting Company Stock Fund)
Asset Type:
______Common Stock
______Employee Stock Option
______Company Stock Fund
______Bonds (including Convertible Bonds)
* I confirm that I currently hold securities to cover this transaction. (Note that this question applies to all sales due to the fact that short sales are prohibited.) _____ (employees initials)
Account in which transaction will take place:
Brokerage Firm ________________________________
Account No. __________________________________
Part III Information To Be Completed by Section 16 Insiders Only:
Have you traded the same or equivalent security for your personal account, accounts in which you have a beneficial interest, such as accounts of your spouse or family members, or accounts over which you maintain investment discretion within the past six months? If yes, the Securities Monitoring Unit may contact you for additional information.______________
Comments: ______________________________________________________________________
Part IV Compliance/Law Response
Compliance Response:
APPROVED : ____ DENIED:_____REVIEWER :____________DATE/TIME:__________
Law Response (for Section 16 Insiders Only): APPROVED : ____ DENIED:_____ REVIEWER :___________ DATE/TIME:__________
70
E xhibit 8 -- Non Proprietary Subadvised Mutual Funds 102
QMA Subadvised Funds reportable and subject to the sixty day holding period for all QMA division employees and support functions with access to QMA investment information (and therefore must preclear against QMA activity). This includes Investment, Operations, Systems, Finance and Compliance teams, as well as certain PGIM Operations and Systems divisions such as Enterprise Reporting, PAM Support/Maintenance and Sec Lending Support teams. This will also apply to any dual hat employees subject to both Jennison and QMAs Personal Securities Trading Standards.
SEI Institutional Investments Trust (SIIT) Large Cap Disciplined Equity Fund
SEI Institutional Managed Trust (SIMT) Mid-Cap Fund
USAA Cornerstone Strategy Fund
USAA Global Strategies Fund
USAA First Start Growth Fund
Trans America Market Participation Strategy (MPS)
PGIM Fixed Income Subadvised Funds reportable and subject to the sixty day holding period for all employees and support functions with access to PGIM Fixed Income investment information and therefore must preclear against PGIM Fixed Income activity. This includes Investment, Operations, Systems, Finance and Compliance teams, as well as certain PGIM Operations and Systems divisions such as Enterprise Reporting, PAM Support/Maintenance and Sec Lending Support teams. This will also apply to any dual hat employees subject to Jennisons, Fixed Incomes and Prudential Investments Personal Securities Trading Standards.
Fidelity Strategic Advisers Core Income Fund
Fidelity Strategic Advisers Core Income Multi-Manager Fund
Edward Jones Bridge Builder Bond Fund
Jennison Subadvised Funds reportable and subject to the sixty day holding period for all Jennison employees who preclear against Jennison activity, including any dual hat employees subject to both Jennison and QMAs Personal Securities Trading Standards .
Edward Jones Bridge Builder Large Cap Growth Fund
Harbor Funds Harbor Capital Appreciation Fund
John Hancock Funds II Capital Appreciation Fund
John Hancock Funds II Natural Resources Fund
SEI Institutional Investments Trust - Long Duration Fund
SEI Institutional Investments Trust Core Fixed Income Fund
SEI Institutional Managed Trust Core Fixed Income Fund
SEI Institutional Managed Trust U.S. Fixed Income Fund
HC Capital Trust The Growth Equity Portfolio
HC Capital Trust The Institutional Growth Equity Portfolio
Transamerica Funds Transamerica Jennison Growth
71
Transamerica Partners Portfolios Transamerica Partners Large Growth Portfolio
Vanguard Morgan Growth Fund
Vanguard World Fund Vanguard US Growth Fund
Transamerica Series Trust Transamerica Jennison Growth VP
John Hancock Trust Capital Appreciation Trust
Metropolitan Series Fund, Inc. Jennison Growth Portfolio
Ohio National Fund, Inc. Capital Appreciation Portfolio
Columbia Funds Variable Series Trust II Variable Portfolio - Jennison Mid Cap Growth Fund
Franklin K2 Alternative Strategies Fund
72
Exhibit 9 Initial Public Offering and Private Placement Preclearance Form for Access Persons and Private-Side Associates
This form is for preclearing transactions in Initial Public Offering (IPOs) and Private Placements for Access Persons and Private-Side Associates. Please include all requested information and submit the form to your business unit compliance officer. Your business unit compliance officer will review and respond to this request. The response will indicate that your request has either been approved or denied. A request is not considered approved until you receive a confirmation of approval from your business unit compliance officer.
Part I Information on Individual Requesting Preclearance:
Name: __________________________________ Phone #: ______________
Fax #: ________________
Department: ___________________________________ Division: ___________________________
Registered Representative: (Yes) _____ (No) _____
Please be advised that Registered Representatives are prohibited from participating in initial public offerings.
Employees signature: ___________________________
Part II - Transaction Information:
Date: _______________________
Number of Shares/Options: ______
Transaction Type:
_______Initial Public Offering
_______Private Placement/Limited Partnership (A copy of the subscription agreement must be
submitted to the Securities Monitoring Unit of the Compliance Department).
Name of Issuer:
_________________________________
Account in which transaction will take place:
Brokerage Firm _______________________________________
Account No. _________________________________________
Comments: ______________________________________________________________________
Part IV Compliance/Law Response
Compliance Response:
APPROVED : ____ DENIED:_____REVIEWER :____________DATE/TIME:__________
73
74
Exhibit 10 PESP Requirements Relating to PRREF Covered Individuals
Type of PESP Transaction |
During Open PRREF Trading Windows |
During PRREF Blackout Period (PRREF Closed Trading Windows) |
Permitted |
Permitted |
|
Initial Enrollment in Goal Maker |
Permitted |
Prohibited |
Automatic Rebalancing Elections |
Permitted |
Permitted only if you are not allocating funds to PRREF or do not have funds invested in PRREF. |
On-Demand Rebalancing |
Permitted |
Permitted only if you do not have funds invested in PRREF. |
Changes to Employee Contribution Rate |
Permitted |
Permitted |
Allocation Changes to PRREF |
Permitted |
Permitted |
Catch-up Contributions |
Permitted |
Permitted |
Fund Transfers In/Out of PRREF |
Permitted |
Prohibited |
In-Service Withdrawals |
Permitted |
Prohibited from PRREF. However, you MAY receive a disbursement from your other PESP investments. |
Hardship Withdrawals |
Permitted |
Permitted |
Loan Initiation |
Permitted |
Permitted The proceeds for the loan will be taken from all your investments except for PRREF. |
Lump Sum Loan Repayment |
Permitted |
Permitted if loan was taken during a closed window. (Loans taken during a closed window are blocked from PRREF and repayment is not invested in PRREF regardless of trading window status at time of repayment.)
Permitted if loan was taken during open window and current allocations are not going to PRREF (repayment of funds will be invested based on current allocations).
Otherwise Prohibited. |
75
INVESTMENT ADVISER CODE OF ETHICS
INTRODUCTION
Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics (the Code) designed to prevent fraud by reinforcing the principles that govern the conduct of investment advisory firms and their personnel. In addition, the Code must set forth specific requirements relating to personal securities trading activity including reporting transactions and holdings.
Generally, the Code applies to directors, officers and employees acting in an investment advisory capacity who are known as Supervised Persons and, in some cases, also as Access Persons of the adviser. Supervised Persons covered by more than one code of ethics meeting the requirements of Rule 204A-1 will be subject to the code of the primary entity with which the Supervised Person is associated.
Employees identified as Supervised and Access Persons must comply with the Code. Compliance is responsible for notifying each individual who is subject to the Code. Supervised Persons must be provided and must acknowledge receipt of this Code and any amendments to the Code. They must also comply with the federal securities laws.
GENERAL ETHICAL STANDARDS
Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.
It is the responsibility of management to make the Companys ethical standards clear. At every level, employees must set the right example in their daily conduct. Prudential expects employees to be honest and forthright and to use good judgment. We expect them to deal fairly with customers, suppliers, competitors, and one another. We expect them to avoid taking unfair advantage of others through manipulation, concealment, abuse of confidential information or misrepresentation. Moreover, employees must understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.
It is each employees responsibility to ensure that we:
Ø
Nurture a company culture that is highly moral and make decisions based on what is right.
Ø
Build lasting customer relationships by offering only those products and services that are appropriate to customers needs and provide fair value.
Ø
Maintain an environment where employees conduct themselves with courage, integrity, honesty and fair dealing at all times.
Ø
Ensure no individuals personal success or business groups bottom line is more important than preserving the name and goodwill of Prudential.
76
Ø
Regularly monitor and work to improve our ethical work environment.
Because Ethics is not a science, there may be gray areas. We encourage individuals to ask for help in making the right decisions. Business Management, Business Ethics Officers, and our Human Resources, Law and Compliance and Enterprise Ethics professionals are all available for guidance at any time.
1/9/2017 Version
INVESTMENT ADVISER FIDUCIARY STANDARDS
Investment advisers frequently are fiduciaries for clients. Fiduciary status may exist under contract; common law; state law; or federal laws, such as the Investment Advisers Act of 1940, the Investment Company Act of 1940 and ERISA.
Whenever a Prudential adviser acts in a fiduciary capacity, it will endeavor to consistently put the clients interest ahead of the firms. It will disclose actual and potential meaningful conflicts of interest. It will manage actual conflicts in accordance with applicable legal standards. If applicable legal standards do not permit management of a conflict, the adviser will avoid the conflict. Adviser personnel will not engage in fraudulent, deceptive or manipulative conduct. Advisers will act with appropriate care, skill and diligence.
Advisory personnel are required to know when an adviser is acting as a fiduciary with respect to the work they are doing. In such cases, advisory personnel are expected to comply with all fiduciary standards applicable to the firm in performing their duties. In addition, they must also put the clients interest ahead of their own personal interest. An employees fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations even if carried out through subordinates.
Employees should be aware that failure to adhere to the standards under this Code might lead to disciplinary action up to and including termination of employment.
REPORTING VIOLATIONS OF THE CODE
It is the responsibility of each Supervised Person and Access Person to promptly report any violations of this Code to his/her Chief Compliance Officer. The investment adviser will provide disclosure of issues to clients upon request.
INCORPORATED POLICIES
In addition to this document, the following policies are also considered part of this Code:
Ø
U.S. Information Barrier Standards. It is each Supervised and Access Persons responsibility to know whether their investment management unit is subject to the information barrier restrictions under the U.S. Information Barrier Standards. Compliance will provide training to inform employees of their obligations.
Ø
Personal Securities Trading Standards
¨
Section I Prudentials Standards on Insider Trading
¨
Section II Securities Trade Monitoring for Covered and Access Persons
77
¨
Section III Standards and Restrictions for Personal Trading in Securities Issued by Prudential by Designated Persons
¨
Section IV Trading Restrictions for Employees of Broker-Dealers
¨
Section V Trading Restrictions for Portfolio Management and Trading Units and Registered Investment Advisers
¨
Section VI Trading Restrictions for Private Asset Management Units
ADDITIONAL RESOURCES
Although not part of the this Code, the Prudentials Code of Conduct, titled Making the Right Choices, applies to all Prudential employees, including those affiliated with an investment adviser. In addition to the Code, employees in the investment advisory business are also subject to all applicable compliance manuals, policies and procedures. If you have any questions as to your requirements under the Code or as to which registered investment adviser(s) you are affiliated with, you should contact your business unit compliance officer.
01/03/2017 Version
U.S. INFORMATION BARRIER STANDARDS
INTRODUCTION
Prudential Financial, Inc.s (Prudential) corporate master policy on Protection and Use of Material Nonpublic Information: Information Barriers and Personal Securities Trading requires that businesses that routinely or predictably obtain material nonpublic information (MNPI) about issuers of publicly traded securities have policies and procedures designed to preserve the confidentiality of MNPI and prevent its communication to other areas of the Company unless in accordance with appropriate controls. Such policies and procedures must prohibit sharing MNPI within units except on a need-to-know basis, provide for restricted lists of relevant issuers and prohibit firm and personal trading in securities of restricted issuers. In addition, the policies and procedures of areas that manage investments of Prudential or its clients must establish and maintain information barriers that create appropriate physical and electronic data separation of such units from other investment units and include compliance monitoring procedures and employee training requirements and acknowledgement procedures designed to cause compliance with these Standards. Federal securities laws prohibit trading securities on the basis of MNPI and require Prudential to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of its business, to prevent the misuse of MNPI by Prudential or any Prudential employee. 103 These U.S. Information Barrier Standards are designed to ensure that Prudentials investment operations comply with these requirements and imposes restrictions on communication and use of issuer-related information by Prudential investment employees.
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These Standards establish Information Barriers between and among Prudentials investment units or groups of investment units identified in Exhibit A to these Standards (each an Investment Sector). These Standards are designed to allow Investment Sectors that commonly obtain MNPI about issuers of publicly traded securities to do so without affecting the investment activity of other Investment Sectors. The principal restriction imposed by these Standards is that, without the prior written approval of a Compliance Officer 104 , employees assigned to an Investment Sector may not communicate any information with respect to identified issuers of publicly traded securities as to which that Investment Sector has MNPI to any employee of another Investment Sector. It also prohibits employees of one Investment Sector from communicating with employees of another Investment Sector for the purpose of eliciting MNPI with respect to issuers of publicly traded securities. In addition, these Standards establish access restrictions, compliance monitoring procedures, training requirements and confirmation procedures that are designed to ensure compliance with the Standards communication restrictions.
All employees assigned to a Prudential Investment Sector are required to become familiar with and to comply with these Standards and to sign an annual statement confirming their understanding of and compliance with these Standards. Violations of these Standards will be considered serious matters and may lead to serious disciplinary actions, including termination of employment in appropriate cases, to the extent consistent with local law.
Any questions with respect to these Standards should be referred to Compliance Officers or the Law Department.
1.
COMMUNICATION RESTRICTIONS
A.
Designation of Investment Sectors. For purposes of these Standards, Prudentials investment units have been designated as or grouped into Investment Sectors, listed in Exhibit A, that are presumed to have access to the same information about third-party issuers and accordingly share the same restricted list. Investment units and their employees are prohibited from trading securities of issuers on the restricted list to which they are subject, whether for client, proprietary or personal accounts. 105 Each Investment Sector and its constituent investment units (including their operations located outside the U.S.) and their employees are considered walled off from each other Investment Sector for purposes of the communication and access restrictions set forth in these Standards.
79
B.
Restricted Communications
.
Without the prior written approval of a Compliance Officer for each Investment Sector, except as provided below, an Investment Sector employee may not communicate to any employee of another Investment Sector any information (whether or not material or nonpublic) with respect to:
(i)
an issuer whose name appears on his or her Investment Sectors restricted list; or
(ii)
any other identified issuer of publicly traded securities with respect to which he or she has MNPI. 106
In addition, Investment Sector employees may not communicate with employees of another Investment Sector for the purpose of:
(i)
eliciting MNPI with respect to an issuer of publicly traded securities;
(ii)
determining whether they have MNPI with respect to particular issuers of publicly traded securities; or
(iii)
determining whether the names of particular issuers of publicly traded securities appear on another Investment Sectors restricted list.
These restrictions apply to both oral and written communication, including communication through e-mail, instant message or text message. If an Investment Sector employee receives a request from an employee of another Investment Sector about an issuer that is on the restricted list to which he or she is subject or about which he or she has MNPI, the employee may provide publicly available information but shall not communicate any other information about the issuer and shall not disclose that the issuers name appears on the restricted list to which he or she is subject or that he or she has MNPI about the issuer. An employee who receives such a request is required to report it to a Compliance Officer, who will document it and forward a record to Corporate Compliance.
C.
Permitted Cross-Wall Communications
.
(1) Compliance Officers may approve communications otherwise prohibited under paragraph 1B subject to such conditions as they may deem appropriate to ensure that Investment Sector employees will not communicate to employees of another Investment Sector any material non-public information with respect to identified issuers of publicly traded securities. Examples of conditions that may be deemed appropriate on a case-by-case basis include monitoring of oral communications by Compliance Officers or the Law Department, limiting the subjects to be addressed in oral communications, pre-clearing written communications and requiring use of code names in oral and written communications. The Compliance Department shall maintain a log of such approved cross-wall communications.
(2) An Investment Sector employee may communicate about an
80
issuer whose name does not appear on his or her Investment Sectors restricted list and with respect to which he or she does not have MNPI with an employee in another Investment Sector, provided that, if the employee is an investment professional, he or she promptly reports the communication to a Compliance Officer. This requirement applies to both oral and written communication, including communication through e-mail, instant message or text message. Business Unit Compliance shall maintain a log of such reported cross-wall communications. If an Investment Sector employee receives such a communication about an issuer that is on the restricted list to which he or she is subject or about which he or she has MNPI, the employee may provide publicly available information but shall not communicate any other information about the issuer and shall not disclose that the issuers name appears on the restricted list to which he or she is subject or that he or she has MNPI about the issuer. An Investment Sector employee who receives such a request is required to report it to a Compliance Officer, who will document it and forward a record to Corporate Compliance.
D.
Determinations of Materiality;
Materiality Guidelines
.
Questions about the materiality of particular non-public information that Investment Sector employees may have should be referred to Compliance Officers (who may make determinations in consultation with the Law Department) or directly to the Law Department.
Corporate Compliance, in consultation with the Law Department, shall maintain guidelines with respect to the materiality of non-public issuer-related information of the types commonly possessed by Investment Sector employees. The materiality guidelines, and any modifications approved by Corporate Compliance, are available for employees on the Personal Securities Trade Monitoring intranet page. All determinations of the materiality of non-public issuer-related information for purposes of these Standards shall be consistent with the materiality guidelines, except in cases where a Compliance Officer, in consultation with the Law Department, determines in writing that the materiality guidelines should not apply.
E.
Confidentiality Agreements . This Statement of Standards does not affect any partys rights or obligations under confidentiality agreements restricting the internal or external communication of issuer-related information by Prudential employees. When an investment unit enters into a confidentiality agreement governing information to be received from a third party in connection with an actual or potential investment, the employee who signs the agreement is responsible for determining whether the subject company or its parent is an issuer of publicly traded securities (including debt securities) and, if so, he or she must promptly report the confidentiality agreement to a Compliance Officer so that the issuer
81
may be placed on the Investment Sectors restricted list, unless the employee determines, in consultation with a Compliance Officer, that the confidentiality agreement is not likely to result in receipt of MNPI. If a determination is made that the confidentiality agreement is not likely to result in MNPI, the investment unit must take reasonable precautions to ensure that information is not shared with other investment units within the same investment sector. 107
2.
ACCESS RESTRICTIONS
A.
Internal Meetings . Investment Sector employees must observe the communication restrictions in paragraph 1B in making presentations at any internal meetings where they are aware that employees of another Investment Sector are in attendance. Additionally, without the prior written approval of a Compliance Officer, Investment Sector employees may not attend or participate in those parts of Board of Directors, Investment Committee, Capital and Financial Controls Committee or other oversight meetings (such as Risk Management, PGIM Investment Committee or other meetings attended by employees of other Investment Sectors) or teleconferences or videoconferences during which employees of another Investment Sector make presentations that are expected to include discussion of an identified issuer of publicly traded securities with respect to which the presenting Investment Sector has MNPI.
B.
Records . Without the prior written approval of a Compliance Officer, Investment Sector employees may not have access to board or committee memoranda, portfolio reports, paper or electronic files or computer databases prepared or maintained by another Investment Sector that include non-public information with respect to identified issuers of publicly traded securities. For purposes of this paragraph 2B, an Investment Sectors restricted list, as well as non-public quality ratings assigned to issuers of debt securities, shall generally be deemed to incorporate non-public information.
C.
Office Space . All office space occupied by Investment Sector employees must have appropriate access control to limit access to such employees or persons not subject to these Standards or exempted from provisions hereof under paragraph 5A, B or C. Employees of two or more Investment Sectors shall not maintain offices on the same floor of any building, unless the office space for each Investment Sector is physically separated and the only investment unit employees that have free access to each respective space belong to a single Investment Sector. Access should be limited
82
through coded identification cards or another method approved by Compliance Officers.
D.
Trading Rooms . Without either the prior written approval of a Compliance Officer or a Compliance escort, Investment Sector employees may not enter a public securities trading room maintained by another Investment Sector.
3.
COMPLIANCE MONITORING
A.
Restricted Lists . The Compliance unit supporting each Investment Sector shall maintain in electronic format a list of all issuers of publicly traded securities with respect to which such Investment Sector has MNPI. Whenever any Investment Sector employee obtains (from any source, including without limitation data warehouses such as IntraLinks, meetings with corporate insiders and financial statements or projections received from issuers) MNPI with respect to an issuer of publicly traded securities, he or she must immediately notify a Compliance Officer, who shall immediately arrange for the issuers name to be placed on the Investment Sectors restricted list, except in certain limited situations as provided in paragraph 3B, and maintained thereon until such time as a Compliance Officer concludes that no employee of that Investment Sector possesses MNPI with respect to the issuer. Without the prior written approval of a Compliance Officer and the Law Department, an Investment Sector employee may not purchase or sell, for any account, securities of any issuer whose name appears on the restricted list to which he or she is subject, or any derivative contracts in respect of such securities, unless the purchase or sale is from or to the issuer or an underwriter for the issuer.
B.
Isolated Information Barriers . In certain circumstances, the Investments Division Chief Compliance Officer for Asset Management 108 , in conjunction with the Law Department, may determine in writing that it is appropriate to place an isolated information barrier around one or more persons within an Investment Sector with respect to an identified issuer about which they have received or are expected to receive MNPI. In these situations, the issuer need not be placed on the Investment Sectors restricted list and investment unit Compliance in consultation with the Law Department will determine other appropriate procedures and restrictions that may apply. Investment Sector Compliance, in conjunction with the Law Department, shall develop and maintain procedures governing the circumstances in which an isolated information barrier may be established and how it shall be maintained and monitored. These procedures must provide that only specific
83
named individuals be designated; that Corporate Compliance be advised of their names and the name of the issuer for purposes of monitoring trading; that the barrier be regularly assessed by investment unit Compliance; that written approvals and other appropriate records be maintained; and that the designated individuals be notified of appropriate restrictions on communication about the issuer and be provided guidance on how to conduct themselves while the barrier is in effect. In the event of any breach of an isolated information barrier, investment unit Compliance shall immediately place the issuer on the Investment Sectors restricted list.
C.
Monitoring of Investment Sectors that Trade in Public Markets . Periodically, Corporate Compliance shall arrange for (i) reports of trades executed by Investment Sectors participating in public market activities during the 15 preceding calendar days to be compared with certain Investment Sector restricted lists, (ii) trades in securities of issuers whose names appear on these restricted lists to be identified and (iii) such trading activity to be reviewed and, in appropriate cases, investigated pursuant to procedures approved in writing by Corporate Compliance. Results of these investigations shall be documented.
D.
Monitoring of Employee Trading . Corporate Compliance shall arrange for reports of trades executed by Investment Sector employees for their own personal accounts to be compared with the Investment Sector restricted lists in accordance with Prudentials Personal Securities Trading Standards.
4.
TRAINING AND CONFIRMATIONS
A.
Initial Training
.
Whenever an employee becomes an Investment Sector employee (other than upon transfer from another Prudential Investment Sector), an appropriate investment unit compliance contact shall provide him or her with copies of these Standards and the materiality guidelines established pursuant to paragraph 1D.
Within 30 days of becoming a new Investment Sector employee, every employee must participate in a training presentation on these Standards by a Compliance Officer, Corporate Compliance or by the Law Department.
B.
Periodic Training . Except as approved by a Chief Compliance Officer, each Investment Sector employee must participate in periodic training, preferably once per 12 month period, on these Standards.
C.
Annual Confirmations . At least once in each calendar year, each Investment Sector employee must file with Corporate Compliance written confirmation that he or she (i) has read and understands these Standards, (ii) participated in periodic training on these Standards, (iii) complied with these Standards during the preceding calendar year
84
and (iv) is not aware of any violation of these Standards by another Investment Sector employee that has not been brought to the attention of Compliance or Law. Failure to submit such confirmation in a timely fashion may lead to disciplinary action.
D.
Investment Sector Employee Transfers . Whenever an Investment Sector employee transfers to a different Investment Sector, the transferee shall sign and file with investment unit Compliance a statement (i) confirming the signers understanding of his or her new responsibilities under these Standards and (ii) identifying any issuer of publicly traded securities with respect to which he or she has MNPI. The names of any issuers of publicly traded securities so identified shall be immediately placed on the restricted list of the Investment Sector to which the employee has been transferred unless an isolated information barrier is created in accordance with paragraph 3B above.
5.
INDIVIDUALS OR SUPPORT FUNCTIONS DEEMED TO BE ABOVE INFORMATION BARRIERS
A.
Investment Sector Senior Officers . Certain Investment Sector Senior Officers, each of whom is listed on Exhibit B, may have management or supervisory responsibility for more than one Investment Sector or may have responsibilities involving non-investments businesses. These Investment Sector Senior Officers are deemed to be above the information barrier(s) that separate such Investment Sectors from each other and accordingly shall not be subject to the access and communication restrictions set forth in these Standards relating to such barrier(s), provided that these individuals meet the requirements listed in paragraph 5D below. These individuals are nevertheless prohibited from disclosing non-public information about a publicly traded issuer to any investment unit employee whose Investment Sector does not already have the information without prior approval of a Compliance Officer. Individuals designated as Investment Sector Senior Officers will be notified in writing of their status by investment unit Compliance.
B.
Investment Sector Support Functions. Due to their job function and requirements, certain Investment Sector Support Functions, each of which is listed on Exhibit A, may support or have access to information for one or more Investment Sectors. In certain instances, the employees of Investment Sector Support Functions may be deemed to be above the information barriers that separate such Investment Sectors and are not subject to the access and communication restrictions set forth in these Standards, provided that these individuals meet the requirements listed in paragraph 5D below. However, Investment Sector Support Function employees who support, and are physically located within space occupied by, an Investment Sector are not deemed to be above any information barrier and are deemed to be employees of the Investment Sector they
85
support, other than Compliance Officers and the Law Department who shall in all cases be deemed to be above all information barriers . Employees of the Investment Sector Support Functions who are deemed to be above an information barrier are prohibited from disclosing non-public information about a publicly traded issuer to any investment unit employee who does not already have access to the information without prior approval of a Compliance Officer. Units designated as Investment Sector Support Functions will be notified in writing of their status by investment unit Compliance, which will maintain records of the determinations made to designate Investment Sector Support Functions.
C.
Additional Limited Exceptions. In certain circumstances, the Investments Division Chief Compliance Officer for Asset Management 109 , in conjunction with the Law Department, may classify certain individuals as being above an information barrier and therefore not subject to the access and communication restrictions set forth in these Standards. These individuals are nevertheless prohibited from disclosing non-public information about a publicly traded issuer to any investment unit employee who does not already have access to the information without prior approval from a Compliance Officer. Investment unit Compliance will advise such individuals in writing of their status and of any specific restrictions that Compliance determines should apply to their conduct.
D.
Above the Information Barrier Criteria. Investment Sector Senior Officers or Support Functions must meet the following criteria in order to be deemed above an information barrier:
i.
They do not have trade date access to trading information of any Investment Sector through reports, regular communication or access to trading systems (during normal trading hours).
ii.
They do not make trading or investment decisions or have any direct day-to-day investment management responsibilities for any units engaging in public market or private investment activity.
iii.
They do not participate in regular periodic meetings where specific securities to be purchased or sold by any investment unit engaging in public market activity are discussed.
6.
EXCEPTIONS AND MODIFICATIONS
A.
Approval . Prudentials Chief Compliance Officer is authorized to approve exceptions to and modifications of this Statement of
86
Standards. Approvals shall be in writing and shall set forth the basis and rationale therefore and any conditions to which the approval is subject.
B.
Information Barrier Breaches . Any known breach of an information barrier shall be documented by investment unit Compliance and a record of the breach shall be sent to Corporate Compliance. When a breach of an information barrier results in material non-public information about an issuer of publicly traded securities being passed to another Investment Sector, unless an isolated information barrier is established pursuant to paragraph 3B, investment unit Compliance must immediately place the issuer on the recipient Investment Sectors restricted list. If, at the time of the breach or promptly thereafter, it is determined that in spite of the fact that the name of the issuer was disclosed to another Investment Sector, no MNPI was disclosed, a Compliance Officer may determine that the issuer does not have to be placed on, or may be removed from, the recipients restricted list.
7.
MISCELLANEOUS
A.
Prior Policy Statements . This Statement of Standards supersedes all prior policy statements restricting the communication and use of issuer-related information by Prudential investment units generally and prior exceptions thereto, but it shall not supersede policy statements adopted by particular Prudential investment units that are consistent with these Standards.
B.
New Investment Sector Senior Officers and Investment Sectors
.
Exhibits A and B to these Standards may be amended with the written approval of Prudentials Chief Compliance Officer.
C.
Records. Corporate Compliance shall maintain a central file of the materiality guidelines established pursuant to paragraph 1D and all other written approvals, exceptions, violations, confirmations, determinations, memoranda and communications required by this Statement of Standards.
87
Exhibit B
INVESTMENT SECTOR SENIOR OFFICERS
Eric Adler
Caitlin Pincus
David Hunt
Taimur Hyat
1 Rule 10b5-1(c), adopted by the Securities and Exchange Commission, provides for an affirmative defense to allegations of insider trading for trades implemented in accordance with a Rule 10b5-1(c) trading plan (Individual Trading Plan). Certain Prudential employees may be eligible to enter into an Individual Trading Plan with respect to certain sales of Prudential securities and exercises of Prudential employee stock options. Any Individual Trading Plan must be precleared in accordance with Company standards. These individuals have been specifically notified.
2 In some circumstances, additional elements may be required for there to be a violation of law, including scienter and breach of a duty.
3 Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.
4 In addition to the penalties listed in this section, Prudential and/or Prudential associates could be subject to penalties under the Employee Retirement Income Security Act of 1974 (ERISA) if the insider trading occurs in connection with an ERISA plans investment.
5 Jennison Associates maintain a separate personal trading policy and monitoring system which may differ from these Standards. Any differences between the Jennison Associates policy and these Standards must be approved by the Chief Compliance Officer of Prudential.
6 In certain circumstances due to local law and administrative issues, employees located outside the U.S. are monitored locally by the business unit compliance department.
7 In certain circumstances temporary workers, consultants or independent contractors may be subject to certain aspects of these Standards based on their access to confidential information. Temporary employees should contact their business unit compliance officer with any questions about their obligations.
8 Private-Side Associates, a subset of the Covered Person category, as defined under Section VI of these Standards (excluding employees of PMCC), are considered Access Persons under the Investment Advisers Act of 1940 due to their access to investment advisory client trading information. These individuals will continue to be called Covered Private-Side Associates under these Standards.
9 Supervised Persons who are Broker-Dealer Registered Representatives are subject to the additional requirements in Section IV.
10 Due to applicable laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.
11 For example, this could include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support. These situations should be reviewed on a case by case basis by the business unit compliance officer or Securities Monitoring Unit.
12 529 plans purchased through a broker-dealer are reportable; however, 529 plans purchased directly from a state sponsor are not reportable. Investment Personnel, Access Persons and Private-Side Associates are subject to trading restrictions and reporting requirements with respect to certain mutual fund transactions and holdings. See Sections V.D. and VI.F.
13 Duplicate confirmations and statements are not required for accounts in which purchases and sales are limited to open-end mutual funds.
14 Any changes to accounts that have previously been granted exceptions must be reevaluated to determine if the exception is still permitted. This requirement does not apply to accounts in which purchases and sales are limited to open-end mutual funds.
15 If you are a reporting associate, and have not completed an acknowledgment form, please contact the Securities Monitoring Unit.
16 This requirement does not apply to accounts in which purchases and sales are limited to open-end mutual funds only. It similarly does not apply to employees outside of the U.S. maintaining accounts with foreign broker/dealers.
17 Employees are required to report new accounts within thirty days of activating the account.
18 Exceptions for employees outside the U.S. may be granted by the local Business Unit Head provided that Compliance recommends approval. Compliance recommendations are solely based on criteria provided in these Standards.
19 Additional criteria may be evaluated by business unit compliance officers and Securities Monitoring Unit to grant account exceptions as warranted.
20 Trust accounts for which the employee or other Monitored person is only the grantor and has no decision making capabilities do not need to be disclosed and are not subject to monitoring. Trust accounts for which the monitored person is only the beneficiary must be disclosed to Corporate Compliance, however, these accounts are not subject to monitoring. Additionally, when the monitored person is the trustee of a trust and he/she does not have investment discretion, the trust is not subject to monitoring or the authorized broker dealer requirements.
21 Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to the FIS Protegent PTA system which Prudential uses for trade monitoring.
22 For accounts established in countries not specifically listed, please contact the Securities Monitoring Unit or your local compliance officer for reporting requirements.
23 Employees who are subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934 are required to report transactions in Discretionary Accounts due to their Prudential securities filing obligations. Therefore, employees who maintain Discretionary Accounts at unauthorized broker dealers must provide duplicate statements and trade confirmations.
Section 204 of the Advisers Act requires access persons of a registered investment adviser to report their personal securities holdings and transactions. This rule provides an exemption to these reporting requirements with respect to securities that are held in accounts over which the access person has no direct or indirect influence or control. It is this exemption that permits Prudential employees covered by this rule to maintain managed accounts at brokers other than the Prudential approved brokers, with holdings and trading not required to be reported to Prudential.
24 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
25 In certain circumstances temporary workers, consultants or independent contractors may be subject to certain aspects of these Standards based on their access to confidential information.
26 Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.
27 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
28 Transactions executed pursuant to a Company precleared Individual Trading Plan are not required to be individually precleared. However, the Individual Trading Plan itself must be precleared in accordance with Company standards.
29 Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to FIS Protegent PTA. For accounts held at unauthorized firms, other than Discretionary Accounts and certain trust accounts, the Securities Monitoring Unit must receive paper copies of all confirms and monthly statements.
30 Monitored Persons are expected to report new accounts within thirty days of activating the account.
31 Trades executed pursuant to a Company precleared Individual Trading Plan need not be individually precleared and may be made in accordance with the terms of the Individual Trading Plan either during open trading windows or blackout periods.
32 Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.
33 Monitored Persons are expected to report new accounts within thirty days of activating the account.
34 In addition, Designated Persons located in the United Kingdom (UK) will be permitted additional time to complete exercises of Prudential employee stock options due to the settlement requirements within the UK, provided that the exercise is submitted within two days of receiving preclearance approval.
35 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
36 Section 16 Insider policy exceptions are addressed in the Reporting Responsibilities and Procedures for Section 16 Officers and Control Persons of Prudential policy (Section 16 Policy). A similar policy also exists for Section 16 Directors.
37 Associated Person means any officer, director or branch manager (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with the broker-dealer, any employee of the broker-dealer or individuals performing covered functions under the Operations Professional rule 1230 (b)(6), except someone whose functions are solely clerical or ministerial. All Registered Representatives are Associated Persons.
38 Certain PIMS personnel employed by portfolio management units may be subject to the personal securities trading restrictions set forth in Section V. due to their association with portfolio management activities in addition to the restrictions set forth in this Section.
39 PAD Associated Persons follow policies and procedures outlined in PADs compliance manual that are generally consistent with the requirements of this Section.
40 Associated persons who are also Access Persons and/or Private-Side Associates are required to report certain mutual fund transactions and holdings and purchases of certain variable-life and variable-annuity contracts and sub-account transactions, as described in Sections V.D. and VI.F.
41 The Securities Monitoring Unit will notify all individuals who are classified as Supervised Persons.
42 For PIMS Registered Representatives, approval may be granted by the appropriate business unit compliance officer, in conjunction with that units policies and procedures. This review may serve as notification to and review by the broker-dealer.
43 Generally, Private-Side Associates are also considered Access Persons under the Investment Advisers Act of 1940. See Section VI for information on the requirements for Private-Side Associates.
44 Certain PIMS personnel employed by portfolio management units may be subject to the personal securities trading restrictions set forth in this section due to their association with portfolio management activities in addition to the restrictions set forth in Secti on IV.
45 Certain international units may also be subject to the requirements of this Section. Individuals should consult the applicable business unit compliance officer for additional information.
46 PGIM employees are identified by the President of PGIM in consultation with the PGIM Chief Compliance Officer. PI and ASTIS employees are identified by the Presidents of PI and ASTIS, in consultation with the PI/ASTIS Chief Compliance Officer. The Chief Compliance Officers will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit.
47 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhi bit 8 for details or contact your business unit compliance officer.
48 For the Prudential Employee Savings Plan and the Jennison Associates Savings Plan, only exchanges of proprietary and non-proprietary subadvised funds are subject to the sixty-day holding period. Transactions due to automatic payroll deductions, company match, hardship withdrawals, loans and automatic rebalancing transactions are exempt from this requirement.
49 Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Associates Savings Plan will be determined by the Personal Securities Trading/Mutual Fund Code of Ethics Committee.
50 Certain international units may also be subject to the requirements of this Section. Individuals should consult the applicable business unit compliance officer for additional information.
51 Mutual fund transactions executed through PMFS, PESP and the Jennison Associates Savings Plan will be sent to Compliance through a daily electronic trading feed.
52 Prudentials deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan, the Amended and Restated American Skandia Lifestyle Security Plan, and the Trust Agreement between Jennison Associates LLC and Wachovia Bank, N.A.) are notional plans; therefore, they are not susceptible to market timing. As a consequence, transactions in these plans are exempt from both the sixty-day holding period and reporting requirements.
53 Certain exceptions may be granted for the proprietary and non-proprietary mutual fund reporting and holding requirements where funds are held in 401(k) Plans and variable insurance and annuity products held through companies other than Prudential, the fund transfer agent or one of the authorized broker-dealers. Access and Investment Persons should contact their local compliance officer to disclose these accounts and request an exception.
54 GRES employees are also subject to certain trading restrictions covered under Section VI of these Standards.
55 Investment Persons must preclear the purchase or sale of a new issue once it begins trading on an exchange.
56 There is no presumption that Access Persons have knowledge of actual trading activity.
57 Properly precleared personal trades executed within seven days prior to a portfolio trading will be presumed not violative of the seven day rule provided there was no additional evidence to the contrary.
58 Transactions resulting in a loss are not subject to this prohibition; however, preclearance approval is still required.
59 Purchases of Prudential stock automatically executed under PSPP are exempt from the short-swing profit restrictions. However, PSPP sales of Prudential stock are subject to the short-swing profit restrictions for employees of QMA and its support functions.
60 Includes prepaid variable forward contracts, equity swaps, collars, exchange funds, and other financial instruments that are designed to hedge or offset any decrease in market value of equity securities.
61 For Access and Investment Persons, PSPP elections and purchases are exempt from preclearance. However, Designated Persons are subject to additional restrictions relating to PSPP. See Section III.B.5. for more details.
62 As part of the preclearance process, Compliance will review the preclearance requests against the appropriate restricted lists that apply to the individual.
63 Paper preclearance forms may be used for international units and in certain hardship cases. Paper Forms are available from the business unit compliance officer.
64 Access Persons preclearance forms are submitted to the business unit compliance officer of the Complex to which they are deemed to have access via FIS Protegent PTA.
65 In addition to the examples listed in the grid, exceptions by Prior Written Approval may be available in certain circumstances. This may include, purchases or sales of securities which receive prior written approval of the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved and that such purchases or sales are not likely to have any economic impact on any portfolio in the business unit or on its ability to purchase or sell securities of the same class or other securities of the same issuer. For purposes of the mutual fund sixty-day holding period, only certain limited exceptions will be approved including, but not limited to, hardships and extended disability and must be approved by the Business Unit Head and the PGIM Chief Compliance Officer prior to execution. For purposes of these Standards, Business Unit Head is defined as the executive in charge of PGIM Fixed Income , QMA, Jennison, PI or his/her delegate. Delegation of this responsibility must be done in writing and submitted to the PGIM Chief Compliance Officer.
66 See also Exhibit 3 for more details regarding the securities transactions that require preclearance.
67 Those securities that are generally not eligible for purchase by the strategy utilized by your business unit.
68 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 such issuer, and sales of such rights so acquired.
69 For certain limited transactions, Jennison has a different de minimis standard under its Code of Ethics.
70 Purchases or sales of securities effected in any account over which the Access Person has no direct or indirect influence or control or in any account of the Access Person which is managed exclusively on a discretionary basis by a person other than such Access Person and with respect to which such Access Person does not in fact influence or control such transactions. Access Persons must provide written documentation that evidences he/she does not have authority to participate in the management of the account and the employee must give exclusive discretion to his/her broker or investment adviser. A copy of such Discretionary Account agreement must be sent to the business unit compliance officer which will be forwarded to the Securities Monitoring Unit for review and approval. Such Discretionary Accounts are required to be reported, however duplicate statements and trade confirmations are not required to be reported. However, employees who maintain discretionary accounts may be required to submit periodic transaction confirmations and statements.
71 Any transactions in index options effected on a broad-based index as indicated in Ex hibit 5.
72 Compliance will maintain criteria for determining which ETFs are broad based and exempt from this rule. All ETFs require preclearance.
73 Preclearance is required for closed-end funds.
74 This includes purchases or sales of securities that are part of an automatic investment/withdrawal program or resulting from an automatic rebalancing. Transactions that override any pre-set schedule or allocation are subject to the blackout period and short swing profit rules and must be precleared and reported to the Securities Monitoring Unit.
75 Additional PSPP restrictions and requirements apply to Designated Persons, see Section III.B.5.
76 Short Swing Profit, blackout period and preclearance requirements for proprietary closed end funds do not apply to GPSI Access Persons.
77 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officer.
78 Accounts that hold only mutual funds are reportable; however, the holdings in such accounts are exempt from disclosure.
79 Employees working in or supporting portfolio management, trading and private asset management units are generally monitored as Access, Investment or Private-Side Associates. Such persons are subject to additional trading requirements.
80 GRES employees are also subject to specific restrictions as Access and Investment Persons under these Standards - Private-Side Associates excluded see Section V.E. for more details.
81 Public-Side Investment Personnel and other individuals who are specifically notified are also subject to the sixty-day mutual fund holding period.
82 These officers will be identified by the President of PGIM in consultation with the PGIM Chief Compliance Officer. The PGIM Chief Compliance Officer will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit of the Compliance Department.
83 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officers.
84 For the Prudential Employee Savings Plan, only exchanges of proprietary and non-proprietary subadvised funds are subject to the sixty-day holding period. Transactions due to automatic payroll deductions, company match, hardship withdrawals, loans and automatic rebalancing transactions are exempt from this requirement.
85 The Committee evaluates violations of the Standards and determines appropriate disciplinary action.
86 Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Associates Savings Plan will be determined separately by the Personal Securities Trading/Mutual Fund Code of Ethics Committee.
87 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officers.
88 Mutual fund transactions executed through PMFS and PESP will be sent to the Securities Monitoring Unit through a daily electronic trading feed.
89 Prudentials deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan) are notional plans; therefore, they are not susceptible to market timing. As a consequence, transactions in these plans are exempt from both the sixty-day holding period and reporting requirements.
90 Certain exceptions may be granted for the proprietary and non-proprietary mutual fund reporting and holding requirements, where funds are held in 401(k) and in variable insurance and annuity products held through companies other than Prudential, the fund transfer agent or one of the authorized broker-dealers. Access and Investment Persons should contact their local compliance officer to disclose these accounts and request an exception.
91 The requirement for non-proprietary subadvised funds only applies to those funds for which the employee has access to information. See Exhibit 8 for details or contact your business unit compliance officer.
92 Business Unit Compliance may approve certain transactions in private real estate securities on a case by case basis, subject to a conflict of interest review.
93 Designated Persons must preclear transactions in Prudential securities, See Section III.B.5. for more details.
94 If you do not see a particular security listed below, please check with your business unit compliance officer for reporting and preclearance requirements.
95 Designated Persons must preclear transactions in Prudential securities, See Section III.B.5 . for more details.
96 This requirement only applies to the funds for which the employee is deemed to have access. See Exhibit 8 for details or contact your business unit compliance officer.
97 529 plans purchased through a broker-dealer are reportable.
98 Designated Persons must preclear transactions in Prudential securities, See Section III.B.5. for more details.
99 Designated Persons must preclear transactions in Prudential securities, See Section III.B.5. for more details.
100 There are two types of rebalancing features, automatic (quarterly) and on-demand (ad hoc at your request), which may be used so your current PESP account is rebalanced to reflect your designated target investment allocation. Designated Persons may elect automatic rebalancing upon preclearance during an open trading window even though rebalancing may occur during a blackout period.
101 When selecting on-demand rebalancing, if all sources or company match 2 (mandatory employer directed match) is selected, then any money previously moved out of company match 2 will be moved back into the company stock fund. Preclearance is therefore required.
102 The reporting and holding period requirements for non-proprietary subadvised funds are applicable for only the funds to which the employee is deemed to have access. Contact your business unit compliance officer for additional information. Please note, these restrictions on Pru subadvised funds do not currently apply to PGIM Fixed Income, PGIM Real Estate, PMCC, PCG, PIIA, and PI employees as these units do not subadvise any non-proprietary funds.
103 In addition, Prudentials Personal Securities Trading Standards provides a description of MNPI and establishes requirements and restrictions relating to employees personal trading.
104 In these Standards, Compliance Officer means (i) the Investments Division Chief Compliance Officer for Asset Management, (ii) his or her Deputy Chief Compliance Officer, (iii) the relevant investment units senior Compliance Officer or (iv) designee of one of the foregoing.
105 Restricted lists required under these Standards identify issuers of publicly traded securities with respect to which Investment Sectors have MNPI. Investment units may have or be subject to other restricted lists that are outside the scope of these Standards.
4 An issuer is covered by paragraph 1B and is deemed identified for purposes of these Standards whenever the information in question either includes the issuers name or other facts from which a knowledgeable investment analyst could infer its identity.
106
107 Note that when a confidentiality agreement governs information to be provided to a third party, the fact that the third party seeks to complete a transaction could involve MNPI requiring the third party to be placed on the Investment Sectors restricted list.
108 Or, for any Investment Sector not comprised within Prudentials Investments Division, its Chief Compliance Officer.
109 Or, for any Investment Sector not comprised within Prudentials Investment Division, its Chief Compliance Officer.
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CODE OF ETHICS
Including Statements of Policy on
Insider Trading and Personal Securities Trading
Effective November 2016
Systematic Financial Management, LP
300 Frank W. Burr Blvd.
Glenpointe East, 7 th Floor
Teaneck, New Jersey 07666
201-928-1982
Letter from the MANAGEMENT COMMITTEE
One of Systematic Financial Managements (Systematic or the Firm) most valuable assets is our reputation for acting with honesty, integrity, high ethical standards and fairness. The Firm values this reputation and is committed to placing the interests of our clients first.
Systematic and its employees owe a fiduciary duty to our client that requires each of us to place the interests of our clients ahead of our own interests. Avoiding potential conflicts of interest is a critical component of this fiduciary duty. Accordingly, you must avoid activities, interests and relationships that could interfere with making decisions in the best interest of the Firms clients. Please bear in mind a conflict of interest can arise regardless of the employees motivation and need not result in a financial loss to our clients.
Systematics Code of Ethics (the Code), in conjunction with Systematics Compliance Manual and Employee Handbook, sets forth the rules, regulations and standards of conduct for Systematics employees. The Code, Compliance Manual and Employee Handbook, as well as the policies embodied therein, are designed to help ensure that we conduct our business ethically and consistent with our fiduciary duties by precluding circumstances giving, or appearing to give, rise to conflicts of interest, insider trading or unethical business conduct. The Code prohibits certain activities and requires disclosure of personal investments and related business activities of all Partners, officers and employees. Although this Code cannot possibly address all situations in which conflicts may arise, it does set forth Systematics policy regarding conduct in those situations most likely to cause conflicts. It also provides guidelines for employees to operate with the highest degree of honesty and integrity in the Firms dealings.
This Code bears the approval of the Firms Managing Partners and applies to all Systematic employees. It also incorporates the Insider Trading Policy and Procedures of Systematics institutional partner, Affiliated Managers Group, Inc. (AMG). These policies and procedures are included as Exhibit A hereto.
Systematics reputation is a direct reflection of our conduct. Basic honesty and integrity, as well as good judgment and sensitivity to others perceptions of Systematic, are among the Firms core values. We are confident that all Partners, officers and employees will strive to uphold these values, which are reflective of an industry leader and a successful workplace.
ii
Systematic Financial Management, L.P.
Code of Ethics
I. | Definitions | 1 | ||||||
II. | General Principles and Standards of Business Conduct | 4 | ||||||
A. | Compliance with Laws, Rules and Regulations | 4 | ||||||
B. | Honest and Ethical Conduct and Avoidance of Improper Conflicts of Interest | 5 | ||||||
III. | Statement of Policy on Insider Trading | 6 | ||||||
A. | General Statement of Policy | 6 | ||||||
B. | What is Insider Trading? | 6 | ||||||
C. | Penalties and Sanctions for Insider Trading | 8 | ||||||
D. | Procedures for Avoiding Insider Trading | 8 | ||||||
E. | Unauthorized Disclosure | 9 | ||||||
F. | AMGs Insider Trading Policy and Procedures | 9 | ||||||
IV. | Personal Securities Trading Policy | 11 | ||||||
A. | General Statement of Policy | 11 | ||||||
B. | Who Must Comply with the Personal Trading Policy? | 11 | ||||||
C. | Personal Securities Trading Restrictions | 12 | ||||||
D. | Pre-Clearance Procedures | 14 | ||||||
i. Pre-Clearance Guidelines |
||||||||
ii. Personal Securities Trading |
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iii. Private Placements (including Hedge Funds) |
||||||||
iv. Discretionary Third Party Managed Account Requirements |
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E. | Exceptions to the Personal Trading Policy | 18 | ||||||
F. | Reporting | 18 | ||||||
G. | Monitoring of Personal Securities Transactions | 21 | ||||||
V. | Policies Related to Other Business Conduct | 22 | ||||||
A. | Confidentiality | 22 | ||||||
B. | Fair Dealing | 23 | ||||||
C. | Gifts and Business Entertainment | 23 | ||||||
D. | Political Contributions | 24 | ||||||
E. | Outside Investment Advisory Services | 24 | ||||||
F. | Transactions with Investment Advisory Clients | 24 | ||||||
G. | Receipt of Brokerage Discounts | 25 | ||||||
H. | Service on Boards and Other Outside Activities | 25 | ||||||
I. | Other Business Activities | 26 | ||||||
J. | Miscellaneous Provisions | 27 | ||||||
VI. | Violations, Sanctions and Penalties | 28 | ||||||
VII. | Receipt of Code and Compliance Certification | 29 | ||||||
Exhibit A Affiliated Managers Group, Inc. Insider Trading Policy and Procedures | 30 | |||||||
Exhibit B Examples of Beneficial Ownership | 36 | |||||||
Exhibit C Personal Trading Permissible Investments | 37 | |||||||
Exhibit D Personal Trading Pre-Clearance Request Form | 39 | |||||||
Exhibit E Discretionary Third-Party Managed Account Authorization Form | 40 | |||||||
Exhibit F Initial Employee Questionnaire | 42 | |||||||
Exhibit G Initial Compliance Certifications and Acknowledgements | 49 | |||||||
Exhibit H List of Affiliated Funds and Sub-advised Funds | 50 | |||||||
Exhibit I Quarterly Compliance Acknowledgement | 57 |
iii
I. | Definitions |
Note: Specific capitalized terms used within a definition below may be defined elsewhere within this Definitions section.
a. Access Person shall mean any Partner, officer, general partner, principal, employee or Additional Advisory Person of the Firm that is not a Temporary Employee.
b. Additional Advisory Person shall mean any Partner, officer or employee of any company in a Control relationship with the Firm who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding a purchase or sale of a Security by an Investment Advisory Client of the Firm or whose functions relate to making any recommendations with respect to such purchases or sales, and any natural person in a Control relationship to the Firm who obtains information concerning recommendations made to any Investment Advisory Client with respect to the purchase or sale of a Security. This term includes all employees other than Access Persons in Systematics home office and those employees who have access to Security information in our regional office(s). The term Access Person herein includes the definition of both Access Person and Additional Advisory Person.
c. Affiliated Mutual Fund shall mean any fund managed or sub-advised by Systematic and/or any Affiliated Managers Group, Inc. (AMG) affiliate. (See also definition of Reportable Fund.)
d. Beneficial Ownership shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Application of this definition is explained in more detail in the Appendix to the Code of Ethics hereto, but generally includes ownership by any Access Person or his or her Immediate Family who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary or voting interest in a Security. (See Exhibit B.)
e. Code shall mean this Code of Ethics.
f. A Security is being considered for purchase or sale when the Firm has undertaken a project to report on a specific Security, to prepare a draft or final report on such Security or if a member of the investment team has made, or is considering making, a recommendation to buy, sell, cover or establish a short position with respect to a Security.
g. Control shall have the same meaning as set forth in Section 2(a)(9) of the Investment Company Act of 1940. Generally, control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
h. Designated Officer shall mean the Chief Compliance Officer of the Firm, who shall be responsible for managing the Firms program of compliance with the Code of Ethics. However, if the Designated Officer is required to obtain approval for any action or submit a report, she shall seek such approval from, or submit such report to, the Management Committee.
i. Federal Securities Laws shall mean the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act and any rules adopted by the Securities and Exchange Commission under any of these statutes, and the Bank Secrecy Act, as it applies to investment companies and investment advisers, and
1
any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.
j. The Firm shall mean Systematic Financial Management, L.P., a Delaware limited partnership, which this Code may also abbreviate as Systematic.
k. Immediate Family shall mean any person, related by blood, marriage, domestic partnership (registered or unregistered) or civil union, and living in the same household, including, without limitation: any spouse, child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother, father, son, daughter, brother or sister in law, any adoptive relationships, and live-in significant other. The Chief Compliance Officer, after reviewing all the pertinent facts and circumstances, may determine, if not prohibited by applicable law, that an indirect Beneficial Ownership interest held by members of the Access Persons Immediate Family does not exist or is too remote for the purposes of this Code.
l. Investment Advisory Client shall mean any Investment Company Client and any other client or account which the Firm advises or sub-advises as to the value of Securities or as to the advisability of investing in, purchasing or selling Securities.
m. Investment Company shall have the same meaning as set forth under the Investment Company Act of 1940, as amended.
n. Investment Company Client shall mean any registered Investment Company managed, advised and/or sub-advised by the Firm.
o. Commission Review Committee shall consist of Systematics Head Trader, all Portfolio Managers, research analysts and traders, and certain members of Systematics Compliance Department, including the Chief Compliance Officer.
p. Management Committee shall consist of Kenneth Burgess, Karen Kohler, D. Kevin McCreesh, Eoin Middaugh, Ron Mushock and Greg Wood.
q. Personal Investment Committee shall consist of Chief Compliance Officer, Portfolio Managers, and the Head Trader.
r. Portfolio Manager shall mean any Access Person with direct responsibility and authority to make investment decisions affecting any Investment Advisory Client.
s. A purchase or sale of a Security includes, among other things, the purchase or writing of an option to purchase or sell a Security.
t. Reportable Fund shall mean any fund for which Systematic serves as an investment adviser as defined in Section 20(a)(20) of the Investment Company Act of 1940 or any fund whose investment adviser or principal underwriter controls Systematic, is controlled by Systematic, or is under common control with Systematic. For purposes of this section, control has the same meaning as it does in Section 2(a)(9) of the Investment Company Act of 1940. (See also definition of Affiliated Mutual Fund above.)
u. Reportable Security shall mean a Security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940, except it does not include:
i. | Direct obligations of the Government of the United States; |
ii. | Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
iii. | Shares issued by money market funds; |
iv. | Shares issued by open-end funds other than Reportable Funds; and |
v. | Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds. |
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v. Security shall have the same meaning as that set forth in Section 2(a)(36) of the Investment Company Act of 1940 (generally, all securities, including, without limitation, options, warrants, unit investment trusts, electronically traded funds, rights to purchase securities, and shares of registered open-end investment companies.
w. Temporary Employee shall mean any person employed by Systematic as a consultant, part time, or on a temporary basis. Any person described as a temporary employee will be required to sign a Confidentiality and Non-Disclosure Agreement.
x. Unlisted Security is a stock or bond not registered with the Securities and Exchange Commission, which, therefore, cannot be sold in the public market on United States stock exchanges, such as the New York Stock Exchange or American Stock Exchange, or traded on the National Association of Securities Dealers Automated Quotation System.
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II. | General Principles and Standards of Business Conduct |
Systematic Financial Management, L.P. is committed to promoting integrity and acting in accordance with the highest standards of ethical conduct. These values provide the foundation for trusting business relationships, which are fundamental to Systematics success. Our reputation is a product of our Partners, officers and employees personal integrity and the Firms dedication to:
● | Honesty in communications, both within the Firm and with our suppliers and clients; |
● | Maintaining and protecting the Firms and our clients confidential information and trade secrets; |
● | Providing first-class quality service to our clients; |
● | Responsibility for our words and actions; |
● | Compassion in our relationships with our employees and the communities affected by our business; |
● | Fairness to our fellow employees, clients and suppliers through compliance with all applicable laws and regulations; and |
● | Respect for our fellow employees, clients and suppliers, including a willingness to solicit their opinions and value their feedback. |
Furthermore, every Partner, officer and employee should remain committed to the following general fiduciary principles, which underlie the obligations imposed by this Code:
● | At all times, place the interests of Investment Advisory Clients before his or her personal interests; |
● | Conduct all personal Securities transactions in a manner consistent with this Code, in an effort to avoid any actual, or potential, conflicts of interest or an abuse of a position of trust and responsibility; |
● | Not take any inappropriate advantage of any employees or Systematics relationship with any Investment Advisory Client; |
● | Maintain, in strict confidence, information concerning any and all Investment Advisory Clients Security holdings and financial circumstances; |
● | Acknowledge that independence in the investment decision-making process is paramount; and |
● | Promptly report any potential violations of this Code or any applicable law, rule or policy, or other potential wrongdoing, including apparent or suspected violations, promptly to the Chief Compliance Officer (CCO). |
The general principles discussed in this Section govern all conduct, whether or not this Code more specifically addresses such conduct. As addressing all possible situations in which conflicts may arise is impossible, this Code sets forth the Firms policy regarding conduct in those situations most likely to give rise to conflicts.
Failure to comply with this Code may result in disciplinary action, up to and including termination of employment.
A. | Compliance with Laws, Rules and Regulations |
As a registered investment adviser, Systematic is subject to regulation by the Securities and Exchange Commission (SEC), and compliance with federal, state and local laws. Systematic insists on strict compliance with the spirit and the letter of these laws and regulations and, likewise, expects all Partners, officers and employees to comply with all laws, rules and
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regulations applicable to the Firms operations and business. When in doubt, Partners, officers and employees should seek guidance from the Compliance Department regarding the applicability of any law, rule or regulation to any contemplated course of action. Accordingly, Systematic encourages all employees to keep the following rule of thumb in mind: Always ask first, act later if you are unsure of what to do in any situation, seek guidance before you act.
Additionally, the Firm holds periodic information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws. The information provided at these training sessions, as well as this Code and the Compliance Manual, is also a resource for the Firms guidelines and policies with respect to specific laws and regulations.
B. | Honest and Ethical Conduct and Avoidance of Improper Conflicts of Interest |
Systematic requires every Partner, officer and employee to act honestly and ethically. This broad requirement includes acting in what a reasonable person would believe to be in the Firms best interest and reporting material facts honestly to, and not misleading or concealing material facts from, the Firms Management Committee. Each Partner, officer or employee must adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual or apparent conflicts of interest.
A conflict of interest occurs when a Partner, officer or employees personal interest conflicts or interferes with the interests of the Firm, with his or her professional obligations to the Firm or with the interests of its Investment Advisory Clients. Conflicts of interest can arise when a Partner, officer or employee pursues interests that prevent the objective and effective performance of his or her duties for the Firm or an Investment Advisory Client. A Partners, officers, employees or family members receipt of personal gifts or other benefits in connection with his or her position with Systematic may also give rise to a conflict of interest.
Conflicts of interest are not always evident. In no event, however, shall investment in any Security made in accordance with the Firms Policy on Personal Securities Transactions be considered a conflict of interest with the Firm. Partners, officers and employees should immediately consult with senior levels of management or legal counsel if they are uncertain whether a situation may create a conflict of interest. Individuals must immediately disclose any actual or apparent conflict of interest to the CCO and refrain from any action until the CCO deems the conflict resolved.
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III. | Statement of Policy on Insider Trading |
A. | General Statement of Policy |
It is illegal for any person, either personally or on behalf of others, to trade in Securities on the basis of material, non-public information. It is also illegal to communicate (or tip) material, non-public information to others who may trade in Securities on the basis of that material, non-public information. These illegal activities are commonly referred to as insider trading.
Systematics Statement of Policy on Insider Trading (the Statement) prohibits insider trading by Systematics Access Persons, each of whom must comply with this Statement at all times, including while performing their Firm duties and acting outside the scope of such duties. This Statements purpose is to satisfy certain requirements of applicable Securities laws, including the Insider Trading and Securities Fraud Enforcement Act of 1988, as well as to preserve Systematics reputation for integrity and ethical conduct.
Systematic prohibits all Access Persons from trading, either personally or on behalf of others, based upon material, non-public information or communicating material, non-public information to others in violation of Section 204A of the Investment Advisors Act of 1940 (Advisers Act). Unless or until an Access Person determines that information received concerning a company is public, non-material, or both, the Access Person should refrain from trading. The Access Person should also refrain from disclosing the information to others, including family, relatives, business or social acquaintances, except for legitimate business reasons. If an Access Person is unsure whether information received is material and non-public, he or she should contact the CCO prior to divulging the information, making recommendations or trading.
B. | What is Insider Trading? |
Federal Securities Laws do not define the term insider trading, but the term generally refers to trading in Securities (whether or not one is an insider) upon becoming aware of material, non-public (inside) information or communicating material, non-public information to others.
Although the law concerning insider trading is not static, it is generally understood to prohibit:
● | Trading by an insider who is aware of material, non-public information; |
● | Trading by a non-insider who is aware of material, non-public information if the information was either disclosed to the non-insider in violation of an insiders duty of confidentiality or misappropriated; and |
● | Communicating material, non-public information to others (so called tipping) under circumstances where a reasonable investor would expect another to trade Securities based upon such information. |
i. | Who is an Insider ? |
The concept of insider broadly includes a companys officers, partners, directors and employees who possess material, non-public information about the company and have a duty to the company to keep such information confidential. In addition, a temporary insider is a person who enters into a special relationship with a company, is given access to information to fulfill a duty to the company and is expected by the company to keep such information confidential.
ii. | What is Material Information? |
Trading on insider information is not illegal unless the information is both material and non-public. Material information is generally defined as information a reasonable investor would likely consider important when making an investment decision or information reasonably certain
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to have a substantial impact on the price of a companys Securities, regardless of whether the information is directly related to the companys business. Material information includes, but is not limited to:
● | Unannounced securities information, including, for example, dividend changes, public or private sales of additional securities, defaults, calls of securities for redemption or repurchase plans; |
● | Unannounced earnings and financial results; |
● | Changes in previously released earnings estimates or other financial forecasts, including, for example, auditors reports; |
● | Proposed issuances of Securities; |
● | Merger or acquisition proposals or agreements, or other events giving rise to a change in control; |
● | Significant litigation, including, for example, bankruptcies; |
● | Financial liquidity problems; |
● | Government investigations; |
● | Extraordinary management developments; and |
● | Significant changes in operations, including, for example, new product plans, major supplier changes or government approvals. |
iii. | What is Non-Public Information ? |
Information is considered non-public until it is publicly disclosed. Where circumstances indicate that information received about a company is not yet in general circulation, the information should be considered non-public. As a general rule, one should be able to identify some fact substantiating that the information is widely available. For example, publication of the information in The Wall Street Journal or another major news publication, a companys formal release of information to the press or information found in a report filed with the SEC may indicate that the information is public. In circumstances where the information appears publically known, but verifying the informations widespread dissemination is difficult, one should allow at least 24 hours before trading on or sharing the information to determine whether the general marketplace is, in fact, privy to the information.
iv. | What transactions are prohibited as insider trading? |
A companys director, officer or employee, or another Partner, officer or employee of Systematic may inadvertently disclose material non-public information. Persons with whom a company has a business relationship, such as an investment banker, may also inadvertently disclose such information to a Systematic. Should a Partner, officer or employee of Systematic become aware of the receipt or disclosure of material non-public information, he or she should immediately report the facts to the CCO to determine the appropriate course of action.
An Access Person may learn material non-public information about Systematic or its affiliates, as well as about any company in the course of employment with the Systematic. When an Access Person receives material non-public information about any company, the Access Person and his or her Immediate Family is prohibited from the following for as long as the information remains material non-public:
● | Trading or recommending trades in that companys Securities (including trading in options, puts and calls for that companys Securities or other derivative Securities based on that companys Securities); |
● | Having others trade on the Access Persons or Systematics behalf in that companys Securities or other derivative Securities based on that companys Securities; and |
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● | Disclosing the information to anyone else who then may trade based on the material, non-public information. |
The Firm reserves the right to preclude Securities transfers by any Access Person in its discretion, including under circumstances where the proposed transferee may be in possession of material non-public information.
C. | Penalties and Sanctions for Insider Trading |
The consequences of and penalties for insider trading are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below, even if he or she does not personally benefit from the violation (for example, where the person tipped another):
● | Civil injunctions; |
● | Private civil damage actions; |
● | Jail sentences; |
● | Disgorgement of profits (or the amount of losses avoided, plus statutory interest); |
● | Civil penalties for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited (for example, where the person tipped-off another); |
● | Criminal fines for the insider; |
● | Civil penalties for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of profit gained or loss avoided; and |
● | Criminal fines for the employer or other controlling persons. |
Any violation of the Insider Trading Policy by a Systematic Partner, officer or employee may result in serious sanctions by the Firm. Immediately upon learning of a potential insider trading violation, the CCO shall prepare a written report to the Management Committee, which report shall provide full details and recommendations for further action, including, without limitation, reprimands, demotions, monetary penalties, suspensions, dismissal or reporting to the regulatory authorities.
D. | Procedures for Avoiding Insider Trading |
Systematic has established the following procedures to aid the Firms Partners, officers and employees in avoiding insider trading. Every Partner, officer and employee of the Firm must follow these procedures or risk sanctions, including dismissal, substantial personal liability and criminal penalties. Employees should promptly address any questions regarding these procedures, to the CCO.
i. | Identifying Inside Information |
Before trading for yourself or others, including for accounts managed by the Firm, in the Securities of any company about which you may have potential inside information, ask yourself the following questions:
a. | Is the information material? Is this information an investor would consider important in making his or her investment decisions? Is this information that could affect the market price of the Securities if generally disclosed? |
b. | Is this information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace? By what means has the information been publically disclosed and broadly disseminated? |
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If, after considering the above, you believe the information is material and non-public, you are uncertain as to whether the information is inside information, or you have any related questions regarding the information, you should:
● | Immediately report the matter to the CCO; |
● | Refrain from purchasing or selling the Securities on behalf of yourself or others; and, |
● | Refrain from communicating the information outside the Firm or to other Partners, officers or employees of the Firm, except to the CCO as previously instructed. |
After the CCO reviews the relevant facts and circumstances, and consults with counsel as appropriate, she will instruct you as to whether you may trade and/or communicate the information.
ii. | Restricting Access to Material, Non-Public Information |
Should you identify information as material and non-public, you may not communicate the information to anyone inside or outside the Firm, except as provided in part (i) above. In addition, you should take care to secure the information by, for example, providing all files containing material, non-public information to the Compliance Department for storage in a secure environment, such as a locked cabinet or restricted access electronic file.
iii. | Resolving Issues Concerning Insider Trading |
You must discuss any unresolved questions concerning the applicability or interpretation of the foregoing Statement or the propriety of any action with the CCO before trading or communicating potentially inside information to anyone.
iv. | Responsibility Upon Leaving the Firm |
If you leave the Firm, you must maintain the confidentiality of all non-public information until it is publically disclosed and you may not take any confidential materials with you upon your departure.
E. | Unauthorized Disclosure |
As discussed above, the disclosure of material, non-public information to others can lead to significant legal difficulties, fines and punishment. Therefore, you should not discuss material, non-public information about the Firm or its affiliates or subsidiaries with anyone, including other employees, except as required in the performance of your regular job responsibilities.
Also, it is important that only specifically designated representatives of AMG, its affiliates and subsidiaries discuss AMG and its affiliates and subsidiaries with the news media, Securities analysts and investors. Partners, officers and employees of Systematic should refer all inquiries regarding AMG or its affiliates to the CCO.
F. | AMGs Insider Trading Policy and Procedures |
All Access Persons of Systematic are Covered Persons as defined by the Affiliated Managers Group, Inc. Insider Trading Policy and Procedures (the AMG Insider Trading Policy) and are, therefore, subject to the AMG Insider Trading Policy. Generally, the AMG Insider Trading Policy restricts the periods in which Covered Persons (and, in some cases, persons who were formerly Covered Persons) may trade in AMGs Securities, requires Covered Persons to receive pre-clearance by an officer of AMG of any proposed trades, requires post-trade reporting by Covered Persons and imposes certain other restrictions. AMG reserves the right, at any time,
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to apply the AMG Insider Trading Policy and the restrictions thereunder to additional persons who have or may have access to material, non-public information concerning AMG, its Affiliates and subsidiaries.
All Partners, officers and employees of Systematic are subject to the AMG Insider Trading Policy, which is attached hereto as Exhibit A and incorporated by reference herein. Your failure to observe the AMG Insider Trading Policy could have significant legal ramifications and other serious consequences, including the termination of your employment.
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IV. | Personal Securities Trading Policy |
A. | General Statement of Policy |
Due to the nature of Systematics business and its fiduciary responsibility to clients, the Firm must guard against potential conflicts of interest and illegal insider trading with respect to its Partners, officers and employees personal Security transactions. Systematics Personal Securities Trading Policy (the Policy) sets forth procedures designed to aid the Firm in complying with the federal securities laws and Rule 204A-1 promulgated by the SEC pursuant to Section 204A of the Advisers Act. This Code also accommodates Rule 17j-1 promulgated by the SEC pursuant to Section 17(j) of the Investment Company Act of 1940 Act (Investment Company Act), as amended.
In general, Rules 204A-1 and 17j-1 impose an obligation on registered investment advisers, including those that advise or sub-advise registered investment companies, to adopt a written Code of Ethics addressing the Securities activities of certain directors, Partners, officers and employees. Accordingly, Systematic has designed this Code to help ensure that the Firms Partners, officers and employees who have access to clients portfolio Securities activities do not use, whether intentionally or unintentionally, such information for a personal benefit and/or to a clients detriment.
Access Persons must be aware that personal Securities transactions, particularly those of Portfolio Managers, raise several concerns that are most easily resolved by such Partners, officers or employees not actively personally trading in Securities similar to those traded by Systematic for its Investment Advisory Clients. Accordingly, the Firm generally prohibits personal Securities transactions by Access Persons and their Immediate Family in common and preferred stocks and other Securities, as detailed in Exhibit C of this Code . However, Access Persons and their Immediate Family may participate in certain non-discretionary investment vehicles identified in Exhibit C, which permissible investments include mutual funds, closed-end funds and index or Exchange-Traded Fund (ETF) Securities. If this Policy or Exhibit C does not contemplate a particular investment, Access Persons must contact the CCO to inquire whether the investment is permissible prior to acquiring any interest.
B. | Who Must Comply with the Personal Trading Policy? |
The Code, inclusive of this Policy, relates to the purchase or sale of Securities in which an Access Person has a direct or indirect Beneficial Ownership interest, except for purchases or sales over which the Access Person has no direct or indirect influence or control (See Section D (iv) Discretionary Account Requirements). As such, this Policy governs certain activities of all Access Persons and their Immediate Families, which activities include, without limitation, transactions for:
● | the personal accounts of any Access Person; |
● | the accounts of an Access Persons Immediate Family for which they, or their spouse, has any direct or indirect influence or control; |
● | trusts for which an Access Person or an Immediate Family member is a trustee; or |
● | other accounts in which an Access Person or an Immediate Family member has any direct or indirect Beneficial Ownership interest or direct or indirect influence or control, unless the investment decisions for the account are made by an independent trustee or investment manager in a fully discretionary account (See Section D (iv) Discretionary Account Requirements). |
This Codes Exhibit B offers further explanation and examples of Beneficial Ownership. However, Systematic recognizes that some Access Persons, due to personal circumstances or living arrangements, may still be uncertain concerning their obligations under this Policy.
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Access Persons may direct any questions regarding this Policy and his or her responsibilities with respect to a particular account to the CCO
C. | Personal Securities Trading Restrictions |
i. | No Securities in Common or Preferred Stock |
An Access Person shall not purchase any Securities in common or preferred stock or any other investment as defined in Exhibit C to this Code after such employee becomes subject to this Code, which is the first day on which he or she becomes an employee of Systematic. Therefore, an Access Person or his or her Immediate Family may not directly or indirectly acquire Beneficial Ownership interest in a Security unless:
● | Such purchase was executed before full-time employment with the Firm; or |
● | Ownership of the Security was acquired during the time of employment as a gift or through inheritance or other similar (non-volitional) transfer of ownership. |
Access Persons or members of their Immediate Families may dispose of a Beneficial Ownership interest in a Security (or transfer Securities from their account to the account(s) of others), but only after obtaining pre-clearance approval from the Personal Investment Committee.
ii. | Seven (7) Day Black-Out Period |
In order to prevent even the appearance of a violation of this rule or conflict of interest with a client account, Access Persons should refrain from trading seven (7) calendar days before and after Systematic trades in that Security.
If an Access Person or a member of his or her Immediate Family trades during a blackout period, disgorgement may be required. For example, if a personal trade is pre-approved in accordance with the procedures herein, executed and subsequently, within seven days of the transaction, Systematic trades on behalf of Systematics clients, the Personal Investment Committee shall review the personal trade in light of Firms trading activity and determine, on a case-by-case basis, the appropriate action. If the Personal Investment Committee finds a client is disadvantaged by the personal trade, the Access Person may be required to reverse the trade and disgorge any difference due to any incremental price advantage over the clients transaction to Systematic, to be donated to a charitable organization designated by Systematics Management Committee.
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iii. | Short-Term Trading Profits |
All Access Persons are prohibited from profiting in their own accounts and the accounts of their Immediate Families, from the purchase and sale, or the sale and purchase, of the same or equivalent Securities, within 60 calendar days. Any profits realized from the purchase and sale, or the sale and purchase, of the same (or equivalent) Securities within the 60-day restriction period shall be disgorged to Systematic net of taxes and donated to a charitable organization designated by Systematics Management Committee.
This restriction does not apply to the following transactions:
Open-end mutual funds not sub-advised by Systematic Financial Management, including money market funds and other short duration funds used as checking accounts or for similar cash management purposes;
Exchange Traded Funds (ETFs);
Direct obligations of national government issuers (e.g. US Treasuries); and
Automatic investments through 401(k) and similar retirement accounts, including affiliated or sub-advised funds managed by Systematic.
With respect to Systematic sub-advised funds, Access Persons are prohibited from short-term trading, and may not effect a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period, unless investments in these mutual funds is through professionally managed asset allocation programs, automatic reinvestment programs; and any other non-volitional investment vehicles.
_Profits realized shall be calculated consistent with interpretations under Section 16(b) of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, which require matching any purchases and sales that occur within a 60 calendar-day period across all accounts over which a Systematic Access Person or their Immediate Family has a direct or indirect Beneficial Ownership interest or over which the person has direct or indirect control or influence without regard to the order of the purchase or the sale during the time period. As such, a person who sold a Security and then repurchased the same (or equivalent) Security would need to disgorge a profit if matching the purchase and the sale would result in a profit. Conversely, if matching the purchase and sale would result in a loss, profits would not be disgorged.
For further information to determine if a security is subject to the 60 day Short-Term Trading Profit Ban, please refer to Exhibit C: Personal Trading Permissible Investments, Pre-Approval, and Exemption to Short Term Trading Ban & Reporting Requirements matrix.
iv. | Initial Public Offerings |
No Access Person or member of his or her Immediate Family may acquire the direct or indirect Beneficial Ownership interest in any new issues of either common or preferred stock or convertible Securities.
v. | Exercise of Rights Offerings on Securities Held |
Subject to the personal securities trading pre-clearance procedures outlined in subsection D of this Policy, Access Persons and members of their Immediate Families may effect purchases
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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 such issuer, and sales of such rights so acquired, and the Security was held by the employee prior to becoming subject to this Policy. In the event the Personal Investment Committee denies approval to exercise such rights, Access Persons may obtain permission from the CCO to sell such rights on the last day such rights may be traded.
vi. | Investment Clubs |
No Access Person or member of his or her Immediate Family may participate in investment clubs.
D. | Pre-Clearance Procedures |
Partners, officers, and employees of Systematic that are Access Persons may need to obtain the Personal Investment Committees or Management Committees clearance prior to effecting transactions for accounts over which the Access Person has Beneficial Ownership. To determine whether such pre-clearance is necessary, all Access Persons should consult the Personal Trading Permissible Investments, Pre-Approval & Reporting Requirements detailed in Exhibit C hereto.
i. | Pre-Clearance Guidelines |
In determining whether to grant clearance for a particular transaction, Systematic will apply the following guidelines to the transactions of all Access Persons:
● | No Access Person or their Immediate Family may effect any transaction in a Security, or recommend any such transaction in a Security, that, to his/her knowledge, Systematic has purchased or sold for any of its clients, if such transaction would in any way conflict with, or be detrimental to, the interests of any such client, or if such transaction was effected with prior knowledge of material, non-public information. |
● | No Security recommended, or proposed to be recommended, to any client for purchase or sale, nor any Security purchased or sold, or proposed to be purchased or sold, for any client, may be sold by any Access Person if such sale will interfere in any way with the orderly purchase or sale of such Security by any client. |
● | No Security may be sold by any Access Person after being recommended to any client for purchase or sale, or after being purchased for or sold by any client, if the sale is effected with a view to making a profit on the anticipated market action of the Security resulting from such recommendation, purchase or sale. |
● | No purchase of a Security or investment by any Access Person shall be made if the purchase would deprive any of Systematics clients of any investment opportunity, after taking into account (in determining whether such purchase would constitute an investment opportunity) the clients investments and investment objective and whether the opportunity is being offered to the employee by virtue of his or her position at Systematic. |
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These guidelines are not dispositive as to certain transactions or recommendations, but rather endeavor to ensure that the Firms procedures for prior approval work to eliminate conflicts of interest.
ii. | Personal Securities Trading |
An Access Person must submit written notice of intended Securities activities for approval prior to effecting any transaction for which prior approval is required in accordance with Exhibit C and this Policy. Such written notice should be submitted to the Compliance Department on the Personal Trading Pre-Clearance Request and Authorization Form (the Form) attached as Exhibit D hereto. This Form requires that the Access Person disclose the following:
● | Name of the Security; |
● | Date; |
● | Nature of the transaction (sales only); |
● | Number of shares/principal amount (bond trades); |
● | Name and relationship to you of the account holder (self, son, daughter, spouse, father, domestic partner etc.); and |
● | Name of the broker/dealer or bank involved in the transaction. |
Upon ensuring that the Access Person has provided all necessary information, the Compliance Department will give the Form to the Personal Investment Committee, which will decide whether to clear a proposed transaction in accordance with this Policy. The Compliance Department shall promptly notify the Access Person whether the Personal Investment Committee approved or denied the request to trade, which notification may be given verbally as soon as possible and shall be confirmed in writing as soon as possible thereafter.
An approval is valid only for that day on which the pre-clearance is granted. Therefore, if an Access Person does not effect an approved trade on the day for which he or she originally sought pre-clearance, the Access Person must re-submit a new Form prior to trading. However, approved orders for Securities traded in certain foreign markets may be executed within two (2) business days of such pre-clearance depending upon the time of the approval and the hours of the relevant markets. In this latter instance, an Access Person has one additional day following the initial pre-clearance to trade the Security before the need arises to re-submit a new Form.
Should an Access Person fail to follow these personal Securities trading pre-clearance procedures, Systematic will take action appropriate to the facts and circumstances. The CCO will submit all violations to Systematics Management Committee and the Management Committee may ask violators to reverse the transaction and/or transfer any profits gained to Systematic for donation to a charitable organization designated by Systematics Management Committee. The Management Committee will analyze each situation on a case-by-case basis and repetitive non-compliance with the personal Securities trading pre-clearance procedures may result in dismissal of the Partner, officer or employee.
iii. | Private Placements (including Hedge Funds) |
With regard to private placements in Securities which are not listed on the New York Stock Exchange or American Stock Exchange, or traded on the National Association of Securities
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Dealers Automated Quotation System (Unlisted Securities), or other similar private placement transactions (together, Private Placement):
● | Each Access Person contemplating his or her, or an Immediate Family members, acquisition of a direct or indirect Beneficial Ownership interest in a Private Placement, shall obtain express prior written approval from the Management Committee for any such acquisition. To facilitate the Management Committees review, the Access Person shall submit to the Compliance Department all preliminary documentation related to the contemplated Private Placement, including, for example, the subscription agreement. In making its pre-clearance determination, the Management Committee shall consider, among other factors, whether the investment opportunity should be reserved for one or more Investment Advisory Clients, and whether such opportunity is being offered to such Access Person or an Immediate Family member by virtue of the Access Persons position with the Firm. |
● | Should the Management Committee grant pre-clearance of a Private Placement, the Access Person shall further submit to the Compliance Department all fully executed documentation related to the contemplated Private Placement, including, for example, the fully executed subscription agreement. The Access Person shall also disclose the value of the investment in the Private Placement if not otherwise included in the fully executed documentation. |
● | Pursuant to the Reporting subsection of this Personal Securities Trading Policy, the Access Person has an ongoing obligation to disclose any continued interest, whether of the Access Person or an Immediate Family member, in a Private Placement, as well as the current fair value of the investment. If an Access Person or a member of his or her Immediate Family holds an interest in a Private Placement, the Access Person shall disclose such investment to the Management Committee in advance of any recommendation concerning the Private Placements issuer by the Access Person to an Investment Advisory Client. Further, at least two Portfolio Managers with no personal interest in the issuer shall review any such recommendation. |
iv. | Discretionary Third Party Managed Account Requirements |
While Rule 204A-1 requires registered investment advisers to obtain a report of personal securities holdings and transactions from their access persons, an exception to this reporting under subsection (b)(3)(i) applies when an access persons securities are held in accounts over which he or she had no direct or indirect influence or control. (For example, blind trusts in which a trustee manages funds for the benefit of an access person who has no knowledge of the specific management actions taken by the trustee and no right to intervene in the trustees management, or where the access person is a grantor or beneficiary of a trust managed by a third-party trustee and has limited involvement in trust affairs.)
In guidance issued in June 2015, the SEC stated that a trustee or a third-party manager that has discretionary investment authority over an access persons trust or personal account would not, by itself, enable the access person to rely on the reporting exception as the mere existence of such a relationship would not prevent the access person from, for example: 1) suggesting purchases or sales of investments to the trustee or third-party discretionary managers; 2) directing purchases or sales of investments; or 3) consulting with the trustee or third-party discretionary manager as to the particular allocation of investments to be made in the account.
The Staff indicated however that the adviser may be able to implement additional controls to establish a reasonable belief that an access person had no direct or indirect influence or control over the trust or account and could accordingly rely on the exemption. Such policies and procedures should be reasonably designed to determine whether the access person actually had direct or indirect influence or control over the trust or account. For example, advisers may consider:
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Obtaining information about a trustee or third-party managers relationship to the access person
Obtaining periodic certification by access persons and their trustees or discretionary third-party managers regarding the access persons influence or control over trust or accounts;
Providing access persons with the exact wording of the reporting exception and a clear definition of no direct or indirect influence or control that the adviser consistently applies to all access persons; and
Requesting reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to the advisers code of ethics, absent reliance on the reporting exception.
The Staff also suggested that advisers may consider obtaining more specific certifications from the access person by asking such questions as:
Did you suggest that the trustee or third-party discretionary manager make any particular purchases or sales of securities for account of X during time period Y?
Did you direct the trustee or third-party discretionary manager to make any particular purchases or sales of securities for account X during time period Y?
Did you consult with the trustee or third-party discretionary manger as to the particular allocation of investments to be made in account X during time period Y?
Access Persons may maintain Discretionary Third-Party Managed Accounts subject to the disclosure and reporting requirements described below. Provided they comply with all requirements of this Code, such accounts are exempt from the pre-clearance requirements outlined in this Section IV.D.
Disclosure Requirements for Discretionary Third-Party Managed Accounts. Any access person desirous of establishing a discretionary account with a trustee or third-party manager must receive prior written approval from the CCO. In accordance with this approval process, the Access Person must provide the following information and documentation to the CCO:
Account Owner Name;
Account Number;
Name and contact information of the trustee or discretionary third-party manager;
Description of the Access Persons relationship to the trustee or discretionary third- party manger, including any affiliation or family relationship that may exist between the Access Person and the person or firm managing the account; and
Copies of agreements and other pertinent account documentation for the Discretionary Third-Party Managed Account.
Such written notice should be submitted to the Compliance Department on the Discretionary Third-Party Managed Account Authorization Form attached as Exhibit E hereto.
Additionally, the Access Person must attest to the CCOs approval of the account, and then on a quarterly basis thereafter, that he or she does not have direct or indirect influence or control of the account, including with respect to the purchase or sale of securities, or allocation of investments.
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The CCO may also provide the trustee/third-party discretionary manager with notice concerning the Access Persons obligations under Systematics Code of Ethics and FINRA Rule 5130, as applicable.
Reporting Requirements for Discretionary Third-Party Managed Accounts. Systematics Compliance Department will require the provision of account statements for all approved Discretionary Third-Party Managed Accounts quarterly; however, additional statements may also be required to facilitate Compliances oversight and monitoring of such accounts.
In addition, Systematic will periodically request an attestation from the trustee or discretionary third-party manager of each Discretionary Third-Party Managed Account to confirm the account continues to be discretionary and that there have been no instances where the Access Person had direct or indirect influence or control of the account. Such attestations will also address the Access Persons communication and ongoing engagement and relationship with the independent trustee or third-party discretionary manger.
v. | Employee Stock Purchase Plans and Employee Stock Options Plans |
Participation in employee stock purchase plans and employee stock option plans by the Access Person or an Immediate Family member do not require pre-approval. However, copies of the terms of the plans must be provided to the Compliance Department so the application of the various provisions of the Personal Trading Policy may be determined (e.g., pre-approval for any discretionary disposition of Securities or discretionary exercise of options acquired pursuant to participation in an employee stock purchase or stock option plan). Nondiscretionary acquisitions (reinvestment of dividend, interest or capital gains), dispositions and/or exercise of Securities are not subject to pre-approval. Additionally, Access Persons must report holdings of such Securities and options on an annual basis.
E. | Exceptions to the Personal Trading Policy |
Notwithstanding the foregoing restrictions, Systematic may grant exceptions to certain provisions of this Policy on a case-by-case basis where no abuse is involved and the equities of the situation strongly support an exception to the rule.
To request an exemption, an Access Person must submit a request in writing to the CCO outlining the nature of the circumstances giving rise to the exception request as well as the hardship created by the application of the Code for which the exemption is requested.
F. | Reporting |
Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act require all Access Persons of registered investment advisers to report, and advisory firms to review, records of every transaction in Reportable Securities in which any Access Person or member of his or her Immediate Family has any direct or indirect Beneficial Ownership interest, except :
● | Transactions effected in any account over which neither the Access Person nor any member of his or her Immediate Family has any direct or indirect influence or control. However, Systematic does require certain documentation and regular reporting of these accounts in accordance with this Codes Section IV.D.iv; and |
● | Transactions in Reportable Securities, which are: |
º | direct obligations of the United States Government; |
º | money market funds; |
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º | repurchase or reverse repurchase orders; |
º | bankers acceptances; |
º | bank certificates of deposit; |
º | commercial paper; |
º | high quality short-term debt instruments, including repurchase agreements; |
º | shares of money market funds; and |
º | shares issued by non-affiliated registered, open-end investment companies (mutual funds). |
Systematic requires Access Persons to report shares issued by mutual funds sub-advised by Systematic or an affiliate of Systematic (Reportable Funds) in which any Access Person or member of his or her Immediate Family has any direct or indirect Beneficial Ownership interest. (See Exhibit H for a list of Affiliated Funds and Sub-Advised Funds, and the definition of Reportable Fund.). The Personal Trading Permissible Investments, Pre-Approval & Reporting Requirements attached hereto as Exhibit C further clarifies permissible Securities, pre-approval requirements and whether or not a Security is a Reportable Security.
All Access Persons are also required to provide Systematics Compliance Department with the following reports:
i. | Initial Holdings Report |
Every newly-hired Access Person must submit to the Designated Officer a completed Initial Employee Questionnaire, attached hereto as Exhibit F (Initial Questionnaire) within 10 days of becoming subject to this Code. Part I of the Initial Questionnaire is an Initial Holdings Report (the Initial Report), which requires the Access Person to disclose, as of the date of the date the Access Person became subject to this Code, the following:
a. | The title, number of shares and principal amount of each Reportable Security and Reportable Fund in which the Access Person or any member of his or her Immediate Family has any direct or indirect Beneficial Ownership interest, including interests in Private Placements (inclusive of Hedge Funds), Discretionary Accounts, and Employee Stock Purchase or Employee Stock Option Plans; |
b. | The name of any broker, dealer or bank with whom the Access Person or a member of his or her Immediate Family maintains an account in which any Securities are, or may be, held for the direct or indirect benefit of the Access Person or a member of his or her Immediate Family; and |
c. | The date the Initial Report is submitted by the Access Person. |
The Access Persons Initial Report may include a statement that the Initial Report shall not be construed as an admission by the Access Person that he or she has any direct or indirect Beneficial Ownership interest in any Reportable Security to which the Initial Report relates. The newly-hired Access Person must also acknowledge that he or she has received and will comply with Systematics Compliance Manual and Code of Ethics by completing an Initial Compliance Certifications and Acknowledgement, attached hereto as Exhibit G.
ii. | Quarterly Reports |
Within 30 days of the calendar quarters end, each Access Person must complete a Quarterly Compliance Acknowledgement in the form attached as Exhibit I and must also satisfy the following reporting requirements:
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a. | All Access Persons must disclose the following with respect to any transaction during the quarter in Reportable Securities and Reportable Funds in which the Access Person or any member of his or her Immediate Family had any direct or indirect Beneficial Ownership interest: |
● | The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each investment involved; |
● | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
● | The price of the investment at which the transaction was effected; |
● | The name of the broker, dealer or bank with or through which the transaction was effected; and |
● | The date the report is submitted by the Access Person. |
b. | All Access Persons must also disclose the following with respect to any account established by the Access Person or any member of his or her Immediate Family during the quarter in which any Securities were held for the direct or indirect benefit of the Access Person or any member of his or her Immediate Family: |
● | The name of the broker, dealer or bank with whom the Access Person or the member of his or her Immediate Family established the account; |
● | The date the account was established; and |
● | The date the report is submitted by the Access Person. |
The reporting elements noted above can be satisfied by attaching brokerage statements or other proof of a transaction in a Reportable Security or Reportable Fund to the Quarterly Compliance Acknowledgement. If the Access Person or his or her Immediate Family did not transact in or does not otherwise own or control any Securities, including Reportable Securities or Reportable Funds, during the quarter, the Access Person must indicate the lack of reportable items on the Quarterly Compliance Acknowledgement.
iii. | Annual Holdings Report |
Within 30 days of the calendar year-end, each Access Person must submit to the Designated Officer a completed Annual Employee Questionnaire, attached to the Compliance Manual as Exhibit B (Annual Questionnaire). Part I of the Annual Questionnaire requires the Access Person to disclose, as of no more than 45 days prior to the Annual Reports submission, the following:
a. | The title, number of shares and principal amount of each Reportable Security and Reportable Fund in which the Access Person or any member of his or her Immediate Family has any direct or indirect Beneficial Ownership interest, including interests in Private Placements (inclusive of Hedge Funds), Discretionary Accounts, and Employee Stock Purchase or Employee Stock Option Plans; |
b. | The name of any broker, dealer or bank with whom the Access Person or a member of his or her Immediate Family maintains an account in which any Securities are, or may be, held for the direct or indirect benefit of the Access Person or a member of his or her Immediate Family; and |
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c. | The date the Initial Report is submitted by the Access Person. |
The Access Persons Annual Report may include a statement that the Annual Report shall not be construed as an admission by the Access Person that he or she has any direct or indirect Beneficial Ownership interest in any Security, including Reportable Securities and Reportable Funds, to which the Annual Report relates. The reporting elements noted above can be satisfied by attaching brokerage statements for the accounts holding Securities, including Reportable Securities or Reportable Funds, to the Annual Questionnaire.
iv. | Duplicate Copies of Confirmations and Statements |
To facilitate compliance with these reporting requirements, Systematic requires that a duplicate copy of all personal transaction confirmations and brokerage statements for Reportable Securities and Reportable Funds be supplied directly to Systematics Compliance Department. As such, Access Persons are required to direct their broker/dealers to supply Systematics Compliance Department, on a timely basis, with duplicate copies of confirmations of personal transactions and periodic brokerage statements for Reportable Securities and Reportable Funds. In addition, the Compliance Department must also be notified promptly upon the creation of any new personal investment accounts holding Securities, including Reportable Securities and Reportable Funds.
G. | Monitoring of Personal Securities Transactions |
The Designated Officer or her designee shall review or supervise the review of the personal transactions reported pursuant to this Policy. As part of that review, each such reported transaction shall be compared against completed and contemplated portfolio transactions of Investment Advisory Clients. Before making any determination that a violation has been committed by any person, such person shall be given an opportunity to supply additional explanatory material. If the Designated Officer or her designee determines a material violation of this Code has, or may have, occurred, he or she shall submit written documentation, together with the transaction report (if any), and any additional explanatory material provided by the individual, to the CCO of the Firm (or, if the purported violation occurred with respect to the CCO, then to the Management Committee, who shall make an independent determination of whether a material violation has occurred.
All reports of transactions and any other information submitted to the Firm or its Investment Advisory Clients, or furnished to any other person pursuant to this Code, shall be treated as confidential. However, as provided herein, such reports are subject to review by the Designated Officer or her designee, the CCO or her designee, the Personal Investment Committee or the Management Committee, and by representatives of the SEC.
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V. | Policies Related to Other Business Conduct |
A. | Confidentiality |
Partners, officers, and employees may become privy to confidential information (information not generally available to the public) concerning the affairs and business transactions of Systematic, companies researched by us for investment, our present and prospective clients, suppliers, and other Partners, officers and employees. Confidential information includes trade secrets and other proprietary information of the Firm, such as business or product plans, systems, methods, software, manuals, investment holdings, buy/sell recommendations, investment models and strategies, products, the identity of current, past or potential clients, financial results, financial information, business relationships, and operations. Safeguarding confidential information is essential to the conduct of our business. Systematic, therefore, requires caution and discretion in the use of such information to ensure that it is shared only with those who have a legitimate need to know.
Current and former Partners, officers and employees may not use or disclose confidential information obtained or developed as a result of employment with Systematic is for the purpose of furthering any private interest or as a means of making any personal gain. Without the express authorization of a Firm officer, confidential information should never be disclosed to anyone, including, without limitation, third parties such as financial analysts and brokers, competitors, suppliers, the media, and personal contacts and friends. Any suspected incident of fraud or theft should be immediately reported for investigation to both the Firms Chief Operating Officer and Chief Compliance Officer. Unauthorized disclosure or use of confidential information could cause serious consequences to Systematic or to the individuals affected, and could lead to civil or criminal penalties or discipline, up to and including termination.
This Codes Statement of Policy on Insider Trading contains further prohibitions pertaining to the use of confidential information in securities trading.
i. | Release of Client Information |
A client must generally consent to the release of its information by Systematic to third parties, organizations, regulators or governmental bodies. All requests for information concerning a client (other than routine credit inquiries), including requests with respect to the legal process (such as subpoenas or court orders), must be promptly referred to CCO. No information may be released, nor should the client involved be contacted, until the CCO has approved such action.
In order to preserve the rights of our clients and to limit the Firms liability concerning the release of client proprietary information, care must be taken to:
II. | Limit use and discussion of information obtained on the job to normal business activities; |
III. | Request and use only information which is related to our business needs; |
IV. | Restrict access to records to those with proper authorization and legitimate business needs; and |
V. | Include only pertinent and accurate data in files, which are used as a basis for taking action or making decisions. |
All Partners, officers and employees shall exercise care in maintaining the confidentiality of any proprietary information relating to the Firm or its Investment Advisory Clients, except when
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disclosure is authorized or legally mandated. Partners, officers and employees should consult with the Firms CCO or legal counsel if they believe that they have a legal obligation to disclose confidential information. Confidential information includes non-public information of the Firm that may be helpful to competitors, or otherwise harmful to the Firm, or its Investment Advisory Clients. Confidential information also includes information with respect to the portfolio holdings of Investment Advisory Clients (including, particularly, Investment Company Clients). The obligation to preserve confidentiality of this information continues after association with Systematic ends.
B. | Fair Dealing |
Partners, officers and employees should endeavor to deal fairly with all Investment Advisory Clients, service providers and competitors, and shall not seek unfair advantage through improper concealment, abuse of improperly acquired confidential information or misrepresentation of material facts.
C. | Gifts and Business Entertainment |
No Access Person or their Immediate Family shall give or receive gifts, entertainment, favors, preferential treatment or special arrangements from anyone with whom Systematic is likely to have any business dealings, such as brokers, dealers, investment advisers, financial institutions, etc., unless the gift or entertainment falls within one of the categories of permissible gifts or entertainment listed below, and is not so frequent or excessive as to raise any question of propriety and is not otherwise inconsistent with any applicable law or regulation.
For a complete discussion of Systematics gift and business entertainment policies and procedures, please refer to Section III-2 of Systematics Compliance Manual.
i. | Charitable Gifts |
Where a Partner, officer or employee receives a charitable request from a client of Systematic to provide a donation or sponsorship on behalf of Systematic, he or she should first submit a Donation/Sponsorship Form to the CCO or her designee. After the CCO has reviewed and approved the request, Systematics Controller will process the donation or sponsorship and ensure the charitable gift is properly recorded on the Firms Donation/Sponsorship Log. Generally, attendance at charity events does not require approval, unless the event is both being paid for by Systematic and conferring a benefit on a Systematic client, prospective client or other person with Systematic has a business relationship, in which case the value of the benefit would be subject to the Firms gift policy.
ii. | Gifts to Public Officials |
Systematic prohibits the improper influencing of public officials through gifts, excessive entertainment or other means. In addition, certain states require the Firm to report gifts beyond a particular dollar threshold to one or more public employees to the State Ethics Commission or similar agency. In addition, the U.S. Foreign Corrupt Practices Act strictly prohibits giving, offering, or promising anything of value to any public official in the United States or foreign countries, with the intent of influencing an official act or other decision of the government. This law also applies to giving anything of value to other people, if there one should reasonably know that the person will transfer the gift to a public official. While certain payments may be lawful, all Partners, officers and employees of Systematic must obtain the prior approval of the CCO before providing any gifts or making any payment to a public employee in the US or in any foreign jurisdiction.
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D. | Political Contributions |
Systematic does not contribute financial or other support to political parties or candidates for public office.
Systematic Partners, officers or employees may participate personally in political and charitable activities, including, without limitation, contributions and donations to political candidates in accordance with all applicable federal and state campaign finance laws. However, any such contributions may not be made in Systematics name or paid for by Systematic. Moreover, Systematic will not reimburse Partners, officers, and employees for contributions made in their own names.
Systematic strictly prohibits any employee from making contributions or expenditures to or for any candidates for any public office, or to any persons for any political purpose, as a quid pro quo for receiving, or with the expectation of securing, business from any public official, or any federal, state, or local government agency.
Partners, officers and employees personal political contributions, and those of certain family members, could impact Systematics ability to continue to do business or bid on new business with government entities within certain jurisdictions in the United States. Specifically, Rule 206(4)-5 of the Investment Advisers Act of 1940, which applies to all registered investment advisers, including Systematic, places limits on individual contributions of certain investment adviser employees, and may prohibit an investment adviser from managing money for state or local government entity clients for a specified period following any disqualifying contributions. In addition, a number of jurisdictions have enacted so-called pay-to-play laws that prohibit certain employees of service providers to state or local agencies and departments from making political contributions to state or local officials that are covered by these laws. Even if a personal political contribution is not prohibited, these laws may require that any contribution be reported to the state or locality. Additionally, certain clients, such as Taft-Hartley clients, may have specific restrictions on contributions given to elected officials. Accordingly, Systematic prohibits Partners, officers and employees from making contributions to elected officials of these entities, or to any elected official for the purpose of obtaining or retaining an advisory contract.
Partners, officers and employees should direct any questions about potential political contributions to the CCO and consult Section III-3 of Systematics Compliance Manual for the Firms policy regarding Political Contributions and Other Restricted Payments.
E. | Outside Investment Advisory Services |
No Access Person may render investment advisory services for compensation or the promise of future compensation to any person or entity who is not a client of the Firm. Access Persons may, however, render investment advisory services to a family member or close personal friend, or trust or other arrangement for the benefit of a family member or a close personal friend provided that the Access Person is not compensated and obtains the CCOs prior written permission. This restriction is supplemental to, and does not in any way modify, the obligations of any Access Person who has a separate agreement with the Firm and/or its general partner with respect to competitive activities.
F. | Transactions with Investment Advisory Clients |
No Access Person shall knowingly purchase from any Investment Advisory Client any Security or other property of which he or she has, or by reason of such transaction acquires, a direct or indirect Beneficial Ownership interest.
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G. | Receipt of Brokerage Discounts |
No Access Person shall, with respect to an account in which he or she has any direct or indirect Beneficial Ownership interest, accept any discount or other special consideration from any registered broker or dealer, which is not made available to other clients of the Firm and the brokers or dealers clients.
H. | Service on Boards and Other Outside Activities |
Partners, officers or employees may not, without having secured prior approval from the Firms Management Committee, serve as a director, officer, employee, partner or trustee, nor hold any other position of substantial interest in any outside business enterprise. Systematic does not require prior approval, however, if the following three conditions are met:
VI. | The enterprise is a family firm owned principally by other members of the individuals family; |
VII. | The family business is not doing business with Systematic or AMG or its affiliates; and |
VIII. | The services required will not interfere with the individuals duties at Systematic or the individuals independence of judgment with respect to his or her activities at Systematic. |
Additionally, Partners, officers or employees may not, without prior approval from Systematics Management Committee, have a substantial interest in: (i) any outside business which is reasonably known to be involved in a business transaction with Systematic or AMG, or; (ii) is engaged in businesses similar to any business engaged in by Systematic. A substantial interest is any investment in the outside business that is greater than the larger of 10 percent of an individuals gross assets or $10,000, or involves an ownership interest greater than 5 percent of the businesss outstanding equity interests. Partners, officers and employees need not receive approval prior to investing in open-ended registered investment companies, such as investments in mutual funds; however; investment in Reportable Funds, must be reported as set forth in Exhibit C of this Code. Refer to Exhibit G for a list of Affiliated Mutual Funds and Sub-Advised Funds (which should be treated as Reportable Funds for the purpose of this reporting requirement).
Significant involvement by Partners, officers or employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, Systematic requires disclosure of all relationships with outside enterprises annually. Systematic shall not purchase Securities of an issuer if any Partner, officer or employee of Systematic is also a Partner, Director or Officer of the issuer.
Systematic Partners, officers, or employees who are also Registered Representatives of Manager Distributors, Inc. (MDI), must promptly submit any outside business activity to the CCO, who will be report such information to MDI. Such outside business activity may require an update to the Registered Representatives Form U-4.
The foregoing restrictions apply only to positions in business enterprises. Systematic does permit Partners, officers or employees to be associated with governmental, educational, charitable, religious or other civic organizations, which activities do not require the Firms prior consent.
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I. | Other Business Activities |
i. | Protection and Proper Use of Firm Assets |
All Partners, officers, and employees should endeavor to protect the assets of the Firm and its Investment Advisory Clients, and pursue investment of these assets in accordance with the Firms business purposes.
The obligation of Partners, officers and employees to protect the assets of the Firm includes, but is not limited to, its proprietary information. In general, proprietary information is information so marked and/or which is not normally known to the public or which would be helpful to a competitor. Proprietary information includes, for example, intellectual property such as trademarks and copyrights, as well as business, marketing, and service plans, databases, records, salary information, unpublished financial data and reports.
ii. | Issues Regarding the Retention of Suppliers |
Partners, officers and employees may not use their position with Systematic to receive goods and services from a third party at rates not generally available to the public.
A conflict may arise if a third party, including a vendor and supplier of the Firm, offers a Partner, officer or employee foods or services on terms not generally available to the public. Such an offer may create the appearance of impropriety and the implication that the third party expects the individual to provide something in return for the benefit offered. If a Partner, officer or employee questions whether the terms and conditions of an offer are the same as those offered to the public, he or she must seek the CCOs prior approval before accepting the offer.
Systematics policy is to award orders, contracts and commitments to suppliers strictly on the basis of merit without favoritism. The Firms choice of suppliers is based upon quality, reliability, price, service and technical advantage.
iii. | Improper Payments or Kickbacks |
Systematics strictly prohibits giving or offering bribes, kickbacks or similar remuneration or consideration of any kind to any individual, organization or intermediary, such as agents, attorneys or other consultants, for the purpose of obtaining or retaining business for, or directing business to, Systematic.
iv. | Books, Records and Accounts |
Maintaining the integrity of Systematics accounting records is essential to Systematics ability to meet legal and regulatory obligations. Employees, officers and Partners are individually responsible for honestly and accurately reporting all business transactions.
The Firm shall maintain all books, records and accounts accurately and in accordance with all applicable regulations and standards. The Firms financial statements shall conform, in all material respects, to generally accepted accounting rules and shall not establish any undisclosed or unrecorded account or fund for any purpose. No Partner, officer or employee shall make false or misleading entries in the Firms books or records for any reason, or disburse corporate funds or other corporate property without adequate supporting documentation.
All receipts and expenditures, including personal expense statements, must be supported by documents that accurately and properly describe such expenses. Systematics requires the employee(s) responsible for approving expenditures or for keeping books, records and accounts to approve and record all expenditures and other entries based on proper supporting
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documents. Doing so shall reasonably ensure that the Firms accounting records are maintained in sufficient detail and accurately and fairly reflect all transactions of the Firm, including the disposition of assets and liabilities. Systematic prohibits the falsification of any book, record or account of the Firm, the submission of any false personal expense statement, claim for reimbursement of a non-business personal expense, or false claim for an employee benefit plan payment. The Firm will take disciplinary action against any Partners, officers or employees who violate these rules, which may include dismissal.
J. | Miscellaneous Provisions |
i. | Records |
The Firm shall maintain and make available for examination by the SEC the following records as required by Rule 17j-1 under the Investment Company Act and Rule 204-2 and Rule 204A-1 under the Advisers Act in the manner and to the extent as set forth, including electronically as permitted by Rule 3la-2(f)(l) of the Investment Company Act:
IX. | A copy of this Code and any other code adopted by the Firm, which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; |
X. | A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurred; |
XI. | Copies of Partners, officers and employees written acknowledgements of receipt of this Code and any amendments shall be maintained for a period of not less than five years from the end of the fiscal year in which the acknowledgements were received and for five years after the individual ceases to be an employee; |
XII. | A copy of all reports made pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; |
XIII. | A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place; |
XIV. | A copy of all pre-clearance requests, approval records, and any reasons supporting the decisions to approve purchases of limited offerings shall be maintained for a period of not less than five years after the end of the fiscal year in which approval was granted; and |
XV. | A copy of each annual report shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place. |
ii. | Amendments to the Code |
The Firm reserves the right to amend this Code at any time for any reason. A copy of this Code is available upon request by contacting the CCO.
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VI. | Violations, Sanctions and Penalties |
This sections procedures apply to all provisions of the Code, unless a specific section of the Code addresses the reporting of, or penalties associated with, potential violations or wrongdoings.
Systematic requires every employee, officer and Partner to act honestly and ethically in support of the Firms recognized culture of integrity. This broad requirement includes acting in what each individual believes to be the Firms best interest by promptly reporting to the CCO or Management Committee any concerns regarding any potential violations of any applicable law, rule or policy, or any other potential wrongdoing, by the Firm, any employees, or any service providers to the CCO or Management. Systematics unawareness of such potential violations may ultimately result in these activities adversely impacting every member of the Firm.
Accordingly, Systematic requires every Partner, officer and employee to report any potential violations of any applicable law, rule or policy, or other potential wrongdoing, including apparent or suspected violations, promptly to the CCO. In addition, any supervisor or other Partner who receives a report of a potential violation or wrongdoing must immediately inform the CCO. If the CCO is involved in the potential violation or wrongdoing, the employee, officer or Partner may report the matter to any member of the Firms Management Committee.
The term violations is understood broadly to include, without limitation, such items as:
● | noncompliance with laws, rules, and regulations applicable to the business of the Firm; |
● | fraud or illegal acts involving any aspect of the Firms business; |
● | material misstatements in regulatory filings, internal books and records, Investment Advisory Clients records, or reports; |
● | activity that is harmful to clients, including any fund shareholders; and |
● | deviations from required internal controls, policies and procedures that safeguard clients and the Firm. |
Systematic will take all such reports seriously, and promptly, appropriately and confidentially, to the extent permitted by law, investigate these reports. Partners, officers and employees may report anonymously.
i. | Investigation and Sanctions. |
The CCO and/or the Management Committee shall promptly investigate potential violations and keep the reporting employee apprised of the investigations status. The reporting employee may also inquire as to the investigations status at any time.
Following the Firms investigation, any employee, officer or Partner who is deemed to have committed any violations or other wrongdoing may be subject to disciplinary action including, but not limited to: a letter of censure, suspension of trading, suspension or termination of the employment of the violator and/or restitution to any affected person (including any affected fund or other entity) of an amount equal to the advantage that the violator gained by reason of such violation. In addition, as part of any sanction, Systematic may require the individual involved to reverse the trade(s) at issue and forfeit any profit or absorb any loss from the trade. Violations of the Code or these procedures may also result in criminal prosecution or civil action.
ii. | Retaliation |
Retaliation of any type against an individual who reports a suspected violation or assists in the investigation of such conduct (even if the conduct is not found to be a violation) is strictly prohibited and constitutes a further violation of the Code and these procedures.
iii. | Guidance |
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All personnel have the responsibility to alert the CCO or the Management Committee to any action or transaction that may constitute a violation and to refrain from any action or transaction which may lead to the appearance of a violation. The CCO will also provide periodic training to all of the Firms employees regarding the requirements of these policies and procedures. Finally, Systematic encourages all Partners, officers and employees to consult Section III-4 of the Compliance Manual, which details the Firms Whistleblower Policy and Reporting Procedures.
VII. | Receipt of Code and Compliance Certification |
Systematic will provide each Partner, officer and employee with a copy of this Code and any amendments thereto.
On a quarterly basis, Systematic requires each Partner, officer and employee to certify that he or she has read, received and understood this Code and any amendments thereto, and recognizes that he or she is subject to such Code. On a quarterly basis, all Partners, officers and employees must sign a statement that they have maintained full compliance with all personal Securities trading and insider trading rules and regulations within this Code, including the Policy Statement on Insider Trading and the Personal Securities Trading Policy. Further, each Access Person must certify that he or she has disclosed or reported all personal Securities transactions pursuant to the Codes requirements. The foregoing certifications must be set forth in writing on the Quarterly Compliance Acknowledgement attached hereto as Exhibit I
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Exhibit A
Affiliated Managers Group, Inc.
Insider Trading Policy and Procedures
You should read this Insider Trading Policy and Procedures, ask questions of the officer listed below if desired, and sign and return the below Acknowledgement (or, if this is provided to you with your Employee Handbook, the Acknowledgment and Agreement form in connection therewith) to, if you are an employee or director of Affiliated Managers Group, Inc., Pam Price, Vice President of Human Resources, or, if you are an employee of a subsidiary or affiliate of Affiliated Managers Group, Inc., to your Compliance Officer.
Policy Statement on Insider Trading
Affiliated Managers Group, Inc. (the Company) 1 has adopted this Insider Trading Policy and Procedures (the Policy) that applies to each director, officer and employee of the Company and each officer and employee of the Companys subsidiaries and affiliates (collectively, Covered Persons). This Policy has been distributed or made available to all Covered Persons. Under this Policy, a Covered Person (which may under certain circumstances include a person who was formerly a Covered Person) is forbidden from:
(i) | trading in any securities of the Company in any capacity (or in options to buy such securities or other derivative securities based on such securities) on the basis of material, non-public information; |
(ii) | having others trade in such securities for him or her while he or she is in possession of material, non-public information; and |
(iii) | communicating (or tipping) to others confidential or non-public information concerning the Company or other companies. |
This Policy contains a discussion of insider trading, and sets forth trading restrictions applicable to you. You must read this Policy, return a signed Acknowledgement and Agreement form to the person indicated above, retain the Policy for your reference, and, upon request by the Company, re-acknowledge your understanding of and agreement to be bound by the Policy.
1 The term Company refers to Affiliated Managers Group, Inc. and its subsidiaries and affiliates, collectively or individually, as the context requires.
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Discussion: What is Insider Trading ?
Insider trading is, in addition to being a violation of this Policy, a violation of the federal securities laws. The term insider trading is not defined in the federal securities laws, but generally is used to refer to the use of material, non-public information to trade in securities (whether or not one is an insider of the company that issued the securities) or the communication of material, non-public information to others who may trade on the basis of such information.
While the law concerning insider trading is not static, it is generally understood that, with respect to the Company and its securities, insiders are prohibited from doing the following:
(1) | Trading in any of the Companys securities in any capacity (including derivative securities based on the Companys securities) while in possession of material, non-public information concerning the Company. An example of this would be a sale of the Companys securities at a time when a major acquisition was pending but not yet announced. |
(2) | Having others trade on the insiders behalf while the insider is in possession of material, non-public information. |
(3) | Communicating non-public information concerning the Company to others who may then trade in securities of the Company or pass on the information to others who may trade in such securities. Such conduct, also known as tipping, results in liability for the insider of the Company who communicated such information (even if such insider does not actually trade himself) and for the person who received the information if he acts on such information or passes it on to others who may act on it. |
The elements of insider trading and the penalties for such unlawful conduct are discussed below.
1. | Who is an Insider ? |
The concept of insider is broad and generally includes any person who possesses material, non-public information about the Company and who has a duty to the Company to keep this information confidential. In the case of the Company, insiders include the Covered Persons. In addition, a person can be a temporary insider if he or she enters into a special confidential relationship to serve any such entity and as a result is given access to information in connection with such service. Persons who can become temporary insiders include, among others, the Companys attorneys, accountants, consultants and investment bankers. The Company also reserves the right to apply this Policy and its restrictions on trading to a person who leaves the Company (or an affiliate or subsidiary of the Company) for up to six months following such persons departure by giving notice to such person.
2. | What is Material Information ? |
Trading while in the possession of inside information is not a basis for liability unless the information is material. Generally, information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if it is reasonably certain to have an effect on the price of an issuers securities.
Although there is no precise, generally accepted definition of materiality, information is likely to be material if it relates to:
| Dividend or earnings results or expectations |
| Financial forecasts |
| Write-downs or write-offs of substantial assets |
| Significant additions to reserves for bad debts or contingent liabilities |
| Expansion or curtailment of significant operations |
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| Major personnel changes |
| Proposals or agreements involving a joint venture, merger, acquisition, divestiture or leveraged buy-out |
| Major financing developments |
| The gain or loss of important contracts or clients |
| Criminal indictments or material civil litigation or government investigations |
| Labor disputes including strikes or lockouts |
| Substantial changes in accounting methods |
| Debt service or liquidity problems |
| Bankruptcy or insolvency |
| Extraordinary management developments |
| Public offerings or private sales of debt or equity securities |
| Calls, redemptions or purchases of securities |
Inside information could be material because of its expected effect on the price of the issuers securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuse of inside information includes not only restrictions on trading in the issuers securities, but restrictions on trading in the securities of other companies affected by the inside information as well (e.g., in the event the issuer was in negotiations to acquire a public company).
3. | What is Non-public Information ? |
In order for information to qualify as inside information, in addition to being material, the information also must be non-public. Non-public information is information that has not been made available to investors generally. This includes information received from sources or in circumstances indicating that the information has not been circulated generally.
At such time as material, non-public information is released to the investing public, it loses its status as inside information. For non-public information to become public information, however, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace, and sufficient time must pass for the information to become available in the market.
To show that material information is public, it generally is necessary to point to some fact that establishes that the information has become generally available, such as disclosure by the filing of a definitive proxy statement, Form 10-Q, Form 10-K, Form 8-K or other report with the Securities and Exchange Commission (SEC) or disclosure by release to a national business and financial wire service (e.g., Dow Jones or Reuters), a national news service or a national newspaper (e.g., The Wall Street Journal or The New York Times ). The circulation of rumors or talk on the street, even if accurate, widespread and reported in the media, may not constitute the requisite public disclosure.
Material, non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to an analyst or a favored group of analysts may retain its status as non-public information, the use of which is subject to insider trading laws. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the inside information has yet to be publicly disclosed, the information is deemed non-public and may not be traded upon.
It is the policy of the Company not to consider quarterly and annual earnings results to have been disclosed publicly until the third business day after a press release regarding such earnings (with the date of the earnings press release being counted as the first business day).
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Similarly, other material information will not be considered public until the third business day after public disclosure in the manner described previously.
4. | Penalties for Insider Trading . |
Penalties for trading on or communicating material non-public information are severe, both for the individuals involved in such unlawful conduct and, potentially, for their employers. A person can be subject to some or all of the penalties below even if he does not benefit personally from the violation. Penalties include:
| jail sentences |
| disgorgement of profits |
| civil fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited (i.e., if the violation was one for tipping information), as well as criminal fines of up to $1,000,000 |
| fines for the employer or other controlling person of the violator of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided |
In addition, any violation of this Policy can be expected to result in serious sanctions by the Company, which may include dismissal of the person involved.
Trading Procedures
The following Trading Procedures are applicable to you because you are a director, officer or employee of the Company (in each such case, a Company Insider) or an officer or employee of a subsidiary or affiliate of the Company (in each such case, an Affiliate Insider) who may, by virtue of your duties or work conditions, have access to material, non-public information concerning the Company.
1. | Trading Windows and Pre-Clearance. |
There are times when the Company may be aware of a material, non-public development. Although you may not know the specifics of the development, if you engage in a trade before such development is disclosed to the public or resolved you might expose yourself and the Company to a charge of insider trading that could be costly and difficult to refute. In addition, a trade by you during such a development could result in adverse publicity and sanctions for both the Company and you.
Therefore, if you are a Company Insider, you, your spouse and members of your immediate family sharing the same household may purchase or sell securities of the Company only during the trading windows that occur each quarter, as specified below; provided , that , such person is not in possession of material, non-public information (as provided generally herein). In addition, you (or your spouse or member of your immediate family sharing the same household) must pre-clear your (or their) intent to trade within any trading window with the Companys clearance officer, John Kingston, III (the Clearance Officer).
For Company Insiders, the trading window is the period in any fiscal quarter beginning on the third business day after the Companys issuance of a press release regarding quarterly or annual earnings (an Earnings Release) (with the date of the Earnings Release being counted as the first business day), and ending on the 15 th calendar day of the third month of the fiscal quarter (i.e., March 15 th , June 15 th , September 15 th and December 15 th , as applicable).
If you are an Affiliate Insider, you, your spouse or member of your immediate family sharing the same household may purchase or sell securities of the Company at any time and in any capacity other than during the blackout period beginning on the date of an Earnings Release or other public disclosure of material information and ending on the third business day following such Earnings Release or public disclosure (with the date of the Earnings Release or public disclosure being counted as the first business day); provided , that , such person is not in possession of material, non-public information. In addition, you (or your spouse or member of
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your immediate family sharing the same household) must pre-clear your (or their) intent to trade at any time with the Companys Clearance Officer.
In accordance with the procedure for waivers described below, in special circumstances a waiver may be given to a Company Insider to allow a trade to occur outside of a trading window.
If you intend to engage in any trade in any capacity or for any account, you must first receive permission from the Clearance Officer as set forth above. 2 Authorization to trade the Companys securities will not be granted if the Company has unannounced pending material developments. This would occur, for example, if the Company was in discussions concerning a major acquisition during the period following an Earnings Release. If the trading window for Company Insiders ended before the transaction was announced and the blackout was lifted, trading by Company Insiders would next be permitted during the trading window following the next quarterly Earnings Release. The Clearance Officer may refuse to permit any transaction if he determines that such trade could give rise to a charge or appearance of insider trading. The Clearance Officer may consult with the Companys counsel/outside counsel before responding to your request.
After receiving permission to engage in a trade, you should complete your trade within 48 hours or make a new trading request.
Even if you have received pre-clearance, neither you, your spouse nor any member of your immediate family sharing your household may trade in any securities (including options and other derivative securities) of the Company if you or such other person is in possession of material, non-public information about the Company.
Options and Warrants . The exercise of an option or warrant issued to you by the Company to purchase securities of the Company for cash is not subject to the Trading Procedures outlined above, but the securities so acquired may not be sold except during a trading window (for Company Insiders), after authorization from the Clearance Officer has been received, and after all other requirements of this Policy have been satisfied. The so-called cashless exercise of stock options through a broker is covered by the Trading Procedures and therefore requires pre-clearance.
Rule 10b5-1 Plans. Pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, individuals may be able to avoid insider trading liability if they can demonstrate that the purchase or sale in question was made pursuant to a binding contract, instruction or written plan that satisfies the requirements of Rule 10b5-1(c) (a 10b5-1 Plan). You may not enter into, amend, suspend or terminate any 10b5-1 Plan except with the prior approval of the Clearance Officer. Once you establish a 10b5-1 Plan in accordance with the foregoing, you will not need to clear in advance transactions made pursuant to the terms of the 10b5-1 Plan and transactions under such 10b5-1 Plan may occur at any time.
2. | Post-Trade Reporting . |
You are required to report to John Kingston (the Section 16 Officer) any transaction in any securities of the Company in any capacity by you, your spouse or any immediate family member sharing your household immediately , and in any event not later than 5:00 p.m. on the day on which such transaction was effected. Each report you make to the Section 16 Officer should include the date of the transaction, quantity, price and broker-dealer through which the transaction was effected. This reporting requirement may be satisfied by sending (or having your broker send) duplicate confirmations of trades to the Section 16 Officer, provided that such information is received by the Section 16 Officer by 5:00 p.m. on the day on which such transaction was effected.
The foregoing reporting requirement is designed to help monitor compliance with the Trading Procedures set forth herein and to enable the Company to help those persons who are subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended, to comply with these reporting obligations. Each director and executive officer, however, and not the Company, is personally responsible for ensuring that his or her transactions do not give rise to short swing liability under Section 16 and for ensuring that timely reports of his or her transactions in Company securities are filed with the SEC, as required by Section 16.
2 If John Kingston will be absent from the office or unavailable for a significant period of time, Nathaniel Dalton will handle trading requests. In the event that each of Mr. Kingston and Mr. Dalton is absent or unavailable, Sean M. Healey will handle trading requests.
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3. | Prohibition on Short Sales and Purchases, Puts, Calls and Options. |
Neither you, your spouse nor any immediate family member sharing your household may sell any securities of the Company that are not owned by such person at the time of the sale (a short sale). Also, no such person may buy or sell puts, calls or options in respect of any of the Companys securities at any time.
Unauthorized Disclosure
As discussed above, the disclosure of material, non-public information to others can lead to significant legal difficulties, fines and punishment. Therefore, you should not discuss material, non-public information about the Company or its affiliates or subsidiaries with anyone, including other employees, except as required in the performance of your regular duties.
In addition, the Company has strict policies relating to safeguarding the confidentiality of its internal, proprietary information. These include procedures regarding identifying, marking and safeguarding confidential information and employee confidentiality agreements. You are required to comply with these policies at all times.
It is important that only specifically designated representatives of the Company discuss the Company and its affiliates and subsidiaries with the news media, securities analysts and investors. Inquiries of this type received by any employee should be referred to John Kingston at 617-747-3311.
Reporting of Violations
If you know or have reason to believe that this Policy, including the Trading Procedures described above, has been or is about to be violated, you should bring the actual or potential violation to the attention of the Clearance Officer immediately.
Modifications; Waivers
The Company reserves the right to amend or modify this Policy, and the Trading Procedures set forth herein, at any time. Waiver of any provision of this Policy in a specific instance may be authorized in writing by the Clearance Officer (or his designee), and any such waiver shall be reported to the Board of Directors of the Company at its next regularly scheduled meeting.
Questions
If you have any questions regarding this Policy or the Trading Procedures set forth herein, you are encouraged to contact the Clearance Officer, who may refer the question to the Companys counsel/outside counsel before responding.
Updated January 17, 2013
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Exhibit B
Examples of Beneficial Ownership
The Code of Ethics relates to the purchase or sale of securities of which an Access Person or his or her Immediate Family member has a direct or indirect beneficial ownership except for purchases or sales over which such individual has no direct or indirect influence or control.
Examples of Beneficial Ownership
What constitutes beneficial ownership has been dealt with in a number of SEC releases and has grown to encompass many diverse situations. These include securities held:
(a) | by you for your own benefit, whether bearer, registered in your name, or otherwise; |
(b) | by others for your benefit (regardless of whether or how registered), such as securities held for you by custodians, brokers, relatives, executors or administrators; |
(c) | for your account by pledgers; |
(d) | by a trust in which you have an income or remainder interest. Exceptions: where your only interest is to get principal if (1) some other remainderman dies before distribution, or (2) if some other person can direct, by will, a distribution of trust property or income to you; |
(e) | by you as trustee or co-trustee, where either you or members of your immediate family (i.e., spouse, children and their descendants, step-children, parents and their ancestors, and step-parents, treating a legal adoption as blood relationship) have an income or remainder interest in the trust; |
(f) | by a trust of which you are the settler, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries; |
(g) | by any partnership in which you are a partner, |
(h) | by a personal holding company controlled by you alone or jointly with others; |
(i) | in the name of your spouse unless legally separated; |
(j) | in the name of minor children or in the name of any relative of you or of your spouse (including an adult child) who is presently sharing your home; this applies even if the securities were not received from you and the dividends are not actually used for the maintenance of your home; |
(k) | in the name of another person (other than those listed in (i) and (j) above), if by reason of any contract, understanding, relationship, agreement, or other arrangement, you obtain benefits substantially equivalent to those of ownership; or |
(l) | in the name of any person other than yourself, even though you do not obtain benefits substantially equivalent to those of ownership (as described in (k) above), if you can vest or revest title in yourself. |
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Exhibit C
Personal Trading Permissible Investments, Pre-Approval, Exemption to Short Term Trading Ban & Reporting Requirements
It is the general policy of Systematic to prohibit personal securities transactions in common and preferred stock and other securities as noted below by all employees and employees immediate family, unless such securities were held prior to employment with Systematic. However, the sale of any such previously owned non-permissible securities may be effected, but only after receiving prior approval .
The following chart provides examples of those securities in which employees and employees immediate family members most commonly choose to invest while employed by Systematic and whether or not these investments are permissible (Permissible Investments), whether an employee must receive Systematics approval prior to transactions in a particular security (Pre-Approval),whether a security is subject to the 60 day ban on short-term trading profits rule, whether an employee must report transactions in a particular security within 30 days of a calendar quarter-end (Reportable Securities) and, if transactions in a particular account are not reportable, whether an employee must nevertheless notify Systematic of the account (Reportable Account). Please refer to Systematics Personal Security Trading Policy in the Code of Ethics for all quarterly and annual reporting requirements.
Securities 1 | Sub-Category |
Permissible
Investments |
Require
Pre-Approval |
Subject to 60
Day Ban on Short Term Trading Profit Rule |
Reportable Security 2 |
Reportable
Account Holding Securities |
||||||
STOCK | Common | N | Y | Y | Y | Y | ||||||
Preferred | N | Y | Y | Y | Y | |||||||
Rights (pro rata from issuer with respect to previously owned stock ) | Y | Y | Y | Y | Y | |||||||
Automatic Dividend Reinvestments (common or preferred stock) | N | Y | N/A | Y | Y | |||||||
Employee Stock Purchase/Option Plan (discretionary sale or exercise of options requires pre-approval ) | Y | N | Y | Y | Y | |||||||
BONDS | U.S. Treasury Bills, Notes, Bonds | Y | N | N | N | Y | ||||||
Certificates of Deposit | Y | N | N | N | Y | |||||||
Municipals | Y | N | Y | Y | Y | |||||||
Agency (Non-U.S.) | Y | N | Y | Y | Y | |||||||
Mortgage Backed Assets | Y | N | Y | Y | Y | |||||||
Asset Backed Securities | Y | N | Y | Y | Y | |||||||
Collateralized Mortgage Obligations | Y | N | Y | Y | Y | |||||||
Corporates | Y | N | Y | Y | Y | |||||||
Convertibles | N | Y | Y | Y | Y | |||||||
OPEN-END FUNDS | Systematic Sub-Advised Funds 3 | Y | N | Y | Y | Y | ||||||
Affiliated Funds 4 | Y | N | N | Y | Y | |||||||
Non-Affiliated Funds | Y | N | N | N | Y | |||||||
Money Market Funds | Y | N | N | N | Y | |||||||
Automatic Dividend Reinvestments ( except affiliated/reportable funds) | Y | N | N/A | N | Y | |||||||
CLOSE-END FUNDS | Y | N | Y | N | Y | |||||||
EXCHANGE TRADED FUNDS (including automatic dividend reinvestments in ETFs) | Y | N | N | Y | Y | |||||||
LIMITED PARTNERSHIPS/ PRIVATE PLACEMENTS/HEDGE FUNDS |
Y | Y | Y | Y | Y | |||||||
COMMODITIES/FOREIGN EXCHANGE | Y | N | N | Y | Y |
If a particular security type you wish to trade in is not listed above, please contact the Chief Compliance Officer for clarification and authorization prior to trading in that security.
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1 A Security is any note, stock, treasury stock, 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 or futures contract, limited partnerships meeting the definition of a security (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes); voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); closed-end investment companies; Exchange Traded Funds; private investment funds, hedge funds and investment clubs; foreign unit trusts and foreign mutual funds 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.
2 A Reportable Security is any Security, except direct obligations of the government of the United States, bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, shares issued by money market funds, shares issued by open-end funds other than reportable funds, and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are affiliated funds.
3 See List of Affiliated Funds (Exhibit H). See Systematic Sub-advised Funds page 56.
4 See List of Affiliated Funds (Exhibit H).
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Exhibit D
Personal Trading Pre-Clearance Request Form
Pre-Clearance is only valid for the trading day on which the approval is received
To be completed by the Requester
Request to Purchase or Sell Securities for the Personal Account of: |
|
Account Name: |
|
Account Number: |
|
Date: |
|
Request to: | Buy | Sell |
Security Name: |
|
Symbol: |
|
Current Price: |
|
Executing Broker: |
|
● | Are you in possession of material, non-public information regarding this security? Yes ☐ No ☐ |
● | Please indicate whether the security is a private placement, secondary offering, or initial public offering. |
● | Have you had any communication with the requested securities corporate management and/or met with the company in the past 14 days? Yes ☐ No ☐ If yes, please provide details of your conversation including participants and any other relevant information. (Please attach separate sheet if you need more space.) |
|
||
|
||
|
● | Please indicate any transactions you have made in this security within the past 60 days (buy or sell): |
|
||
|
Evaluation by the Personal Investment Committee
Portfolio Management
By signing below you are acknowledging that you do not intend to buy or sell the above security in any of your client portfolios today, at current prices, or in the near future:
KM | RM | KB | EM |
● | Is the security currently on the Research Focus List or is it currently being evaluated? Yes ☐ No ☐ |
Trading
Are there any open buy or sell orders for the above security? Yes ☐ No ☐
Has the Trading Department received a cancellation of an order for this security in the last 10 days?
Yes ☐ No ☐
GW/RC
Evaluation by the Compliance Department
● | How many shares are currently held in Systematic portfolios? |
● | Please indicate the last transaction executed by Systematic in the past 6 months including date, purchase or sale, and the number of shares traded: |
|
KK/ME : | Approval | Denial | If denial, reason for denial: |
|
|
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Exhibit E
Discretionary Third-Party Managed Account Authorization Form
I, , do hereby acknowledge that:
In accordance with Rule 204A-1 (the Rule) under the Investment Advisers Act of 1940 and the Personal Securities Trading Policies embodied within Systematic Financial Managements Code of Ethics (the Code), I am considered to be an access person of Systematic Financial Management, LP (Systematic) and subject to the terms and conditions of such aforesaid Rule and Code, both of which require periodic reporting of my personal securities transactions and holdings to be made to Systematic.
In accordance with Section IV.E. of Systematics Code, I hereby notify Systematic that I have retained (or intend to retain) a trustee or independent, third-party investment manager (the Manager) to manage certain of my accounts (the Accounts) on a fully discretionary basis, in which the Manager, pursuant to an investment management agreement, shall have the exclusive right and sole authority to make all investment decisions in the Account(s) without my permission or consultation, unless I otherwise revoke or rescind such discretion. In accordance with the investment management agreement, the Manager will have the authority to make all buy and sell decisions, the size (number of shares or dollar amount) of such decisions, the prices at which securities will be bought and sold, and the timing of all such decisions subject to any limitations, guidelines or instructions specified in the agreement. Accordingly, following the opening of the Account(s) and until I revoke or rescind discretion over the Account(s), I will have no direct or indirect influence or control over the investments selected for or sold from the Account(s) or the allocation of any investments held within the Account(s) listed below.
Following is a list of the discretionary accounts over which I have no direct or indirect influence or control (the Accounts):
Name of Third-Party Trustee or Manager |
Name of Third-Party Trustees or Managers Firm |
Account Owner Name |
Account Number and Custodian |
Employees Relationship to Trustee or Manager (independent professional, friend, relative, etc.) |
||||
By signing below, I acknowledge and certify that:
1. |
Following the opening of the Account(s), other than my ability to terminate or rescind the Managers discretion, I will have no direct or indirect influence or control over the Accounts; |
2. |
If my control over the Accounts should change in any way, I will immediately notify Systematic in writing of such a change and will provide any required information regarding holdings and transactions in the Accounts pursuant to the Rule and Systematics policies set forth in the Code; |
3. |
I agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Account(s) to Systematics Compliance Department as required, no less frequently than quarterly; and |
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4. |
I understand that Systematic may periodically request an annual attestation from the Manager of each Account to confirm the Account continues to be discretionary and that there have been no instances where I have had direct or indirect influence or control of the Account. |
Furthermore, I understand and acknowledge my obligations to maintain compliance and will routinely certify my compliance that, I will not, and did not:
1. |
Suggest that the Manager make any particular purchases or sales of securities for the Accounts at any time; |
2. |
Direct the Manager to make any particular purchases or sales of securities for the Accounts at any time; and |
3. |
Following the opening of the Account(s), consult with the Manager as to the particular allocation of investments (e.g. size, timing or concentration of any one or more holdings) to be made in the Account(s) at any time. |
In addition, as a Portfolio Manager at Systematic, I hereby acknowledge my obligation to maintain compliance with additional investment restrictions on my Accounts. As such, I further certify that I have informed the Manager(s) above of the following additional restriction(s):
- |
I am prohibited from purchasing stock in an initial public offering (IPO). This prohibition applies to all IPOs, regardless of the market on which the stock trades. |
Signature: |
|
Date: |
|
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Exhibit F
INITIAL EMPLOYEE QUESTIONNAIRE
When completing this form:
Please note that all fields marked with an * are required fields;
You will see that this
Acknowledgement references a number of terms and documents that are underlined. These terms and documents have special meanings which may be accessed by clicking on the highlighted link.
INITIAL HOLDINGS DISCLOSURE
Rule
204A-1
of the Investment Advisers Act of
1940 (the Advisers Act) requires that Systematic Financial Management, LP (Systematic) receive reports of its personnels reportable securities holdings at least annually. Systematic must further receive reports of any
personal securities transactions within 30 days after each calendar quarter. This portion of the Questionnaire is designed to help Systematic identify securities holdings and transactions that may require such disclosure.
1. Do you or your Immediate Family own any interests in any stock or other investments in Reportable Securities and Reportable Funds? Examples could include common stock, preferred stock,
shares of Affiliated Mutual Funds, investments in hedge funds, private placements, limited partnerships, shares held in certificate form or on account at the issuer(non-custodied securities) etc.?
If YES, please attach the most recent statements for any brokerage and/or custodial accounts holding Reportable Securities or Reportable Funds and list all interests below:
Name of the Custodian, Brokerage Firm, Private Placement, Non-Custodied Security etc. Title/Name on Account Name of Individual/Firm with Discretion/Control over these
accounts Account Number
2. Do you or your Immediate Family have any ownership interest of 5% or greater in entities (public or
non-public)
other than Systematic?
If YES, list below:
e
3.
(a) Please list the name of any broker, dealer or bank with whom you and any immediate family
member maintain an account holding any Securities. .
Name of Broker, Dealer or Bank Title/Name on Account Name of Individual/Firm with
Discretion/Control over these accounts Account Number
If you or your Immediate Family have any brokerage and/or custodial accounts holding Reportable Securities or Reportable Funds , have you arranged for copies of confirmations and brokerage statements to be mailed directly to the Compliance Department for all accounts listed above? (b) If you have no accounts to report, please check here: NO ACCOUNTS TO REPORT POTENTIAL CONFLICTS OF INTEREST 4. Do you have any outside employment or business activity or serve as a Director, Officer, Trustee, Member, Partner, or in any other capacity, for any other entity not previously disclosed as a private placement, limited partnership or similar investment vehicle? The following need not be disclosed: Unpaid positions with nonprofit organizations which do not present any actual or perceived conflicts of interest with Systematic. If YES, please disclose the requested information for any outside business activity, including, but not limited to any commercial or nonprofit affiliated activities for which you are paid. Name of entity & type of business Your affiliation & title Is it a public company? Do you provide investment advice? Do you take an active role in Mgmt. decisions? Are you compensated or receive any benefit? Does this represent 10%, or more, of your time or income? Do you have investments in this entity? If you have outside business activities and are a Registered Representative, is such business activity identified on your Form U-4? 5. To the best of your knowledge, are any of your Family Members employed by a financial services business, broker-dealer, investment adviser, fund administrator, private investment vehicle (i.e. hedge fund, private equity firm, etc.) or a publically traded company? If YES, please list the family members name, occupation, and employer: Name: Occupation: Employer: 6. To the best of your knowledge, do you or your Family Members, have a relationship with any client, prospective client, consultant or service provider to Systematic or our clientele that could present or give the appearance of a potential conflict of interest? If YES, list below: Name: Relationship: Employer: 7. Are you aware of any Systematic employee giving or receiving information, funds, services, business gifts, gratuities, favors, bribes, or kickbacks in such a manner that it may appear the purpose the employees conduct was to acquire special treatment in securing business? If YES, list below:
Employee: Issue: Date:
8. Do you have, or are you aware of, any internal control or compliance related issue that has not been reported to either the Chief Compliance Officer or a member of the Management
Committee?
9. Were you involved in any situation that might appear to be a conflict of interest, or are you aware of any unethical or conflict of interest situation on the
part of any Systematic employee that has not been reported to the Chief Compliance Officer or a member of the Management Committee?
ACKNOWLEDGEMENTS
10. Do you understand that the information you obtain in the course of your employment including, but not limited to, Systematics investment decisions, propriety research models,
client and employee information, financial circumstances of the firm or its clients as well as information contained in Systematics Compliance Manuals and related policies is confidential and proprietary and may not be disclosed to any
third-party or otherwise shared or disseminated in any way without the prior approval of the Chief Compliance Officer or another member of the Management Committee?
11. Do
you understand that your role is to conduct business according to the highest standards of honesty and fairness through careful adherence to all applicable laws, rules, regulations, and Systematic Financial Management policies and procedures?
12. Do you agree that you will not use or disclose to any person or entity (except as required by applicable law or for the proper performance of your duties and
responsibilities for the Firm or the Fund) and Confidential Information obtained by incidence of your employment or any other association with the Firm:
INFORMATION FOR FORM
ADV
As an
SEC-registered
investment adviser, Systematic is required to disclose in its Form ADV and certain other regulatory
documents a variety of criminal, regulatory or disciplinary matters relating to the Firm. This portion of the Questionnaire is designed to help Systematic identify matters that may require such disclosure.
You will see that the Questionnaire uses a number of terms that are underlined. These terms have special meanings that are defined in the GLOSSARY OF TERMS, which may be accessed by clicking
on the highlighted link. If you answer Yes to any question, please write a summary of the matter in the box that appears below the question.
(A) (1) In the
past ten years, have you been charged, convicted of or pled guilty or nolo contendere (no contest) in a domestic, foreign, or military court to any felony?
If
YES, then describe in the box that appears below:
(2) Are there any felony charges pending against you?
If YES, then describe in the box that appears below:
(B) (1) In the past ten years,
have you been charged, convicted of or pled guilty or nolo contendere in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking
of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
If YES, then describe in the box that appears below:
(2) Are there any misdemeanor charges of the kind listed in Question B
(1) currently pending against you?
If YES, then describe in the box that appears below:
(C) Has the Securities and Exchange Commission (SEC) or the Commodity Future Trading Commission (CFTC) ever:
(1) found you to have made a false statement or omission?
If YES, then describe in the box that appears
below:
(2) found you to have been involved in a violation of SEC or CFTC regulations or statutes?
If YES, then describe in the box that appears below:
(3) found you to have been a cause of
an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
If YES, then describe in the box that appears
below:
4) entered an order against you in connection with investment-related activity?
If YES, then describe in the box that appears below:
(5) imposed a civil money penalty on
you, or ordered you to cease and desist from any activity?
If YES, then describe in the box that appears below:
(D) Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority ever:
(1) ever found you to have made a false statement or omission, or been dishonest, unfair, or unethical?
If YES,
then describe in the box that appears below:
(2) ever found you to have been involved in a violation of investment related regulations or statutes?
If YES, then describe in the box that appears below:
(3) ever found you
to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
If YES, then describe in the box
that appears below:
(4) in the past ten years, entered an order against you in connection with an investment-related activity?
If YES, then describe in the box that appears below:
(5) ever denied, suspended, or revoked your registration or
license, or otherwise prevented you, by order, from associating with an investment-related business or restricted your activity?
If YES, then describe in the box that
appears below:
(E) Has any self-regulatory organization or commodities exchange ever:
(1) found you to have made false statement or omission?
If YES, then describe in the box that appears
below:
(2) found you to have been involved in a violation of the its rules (other than a violation designated as a minor rule violation
under a plan approved by the SEC?
If YES, then describe in the box that appears below:
(3) ever found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
If YES, then describe in the box that appears below:
(4) disciplined you by expelling or suspending you from membership, barring
or suspending you from association with other members, or otherwise restricting your activities?
If YES, then describe in the box that appears below:
(F) Has an authorization to act as an attorney, accountant, chartered financial analyst or federal contractor granted to you ever been revoked or suspended?
If YES, then describe in the box that appears below:
(G) Are you now the subject of any regulatory proceeding that
could result in a YES answer to any part of items (C), (D) or (E)?
If YES, then describe in the box that appears below:
(H) (1) Has any domestic or foreign court:
(a) in the past ten years, enjoined you in connection with any
investment-related activity?
If YES, then describe in the box that appears below:
(b) ever found
that you were involved in a violation of investment-related statutes or regulations?
If YES, then describe in the box that appears below:
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you by a state or foreign financial regulatory authority?
If YES, then describe in the box that appears below:
(2) Are you now the subject of any civil proceeding that
could result in a YES answer to any part of Question (H) (1)?
If YES, then describe in the box that appears below:
(I) Have you:
(1) within the past 10 years been charged or convicted of any felony or misdemeanor involving a
purchase or sale of any security or arising out of your conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, bank, transfer agent, or entity or person
required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman, or employee of an investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act?
If YES, then describe in the box that appears below:
(2) by reason of any misconduct, been
permanently or temporarily enjoined by order, judgment, or decree of any court from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, bank, transfer
agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesman, or employee of an investment company, bank, insurance company, or entity or person required to be registered under the
Commodity Exchange Act, or from 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?
If YES, then describe in the box that appears below:
(J) Has the SEC or any domestic court found that you:
(1) willfully made or caused to be made, in any registration statement, application or report filed with the SEC, any statement, which was at the time and in the light of
the circumstances under which it was made, false or misleading with respect to any material fact, or omitted to state in any such registration statement, application or report, any
material fact which was required to be stated therein?
If YES, then describe in the box that appears below:
(2) willfully violated any provision of the Securities Act of
1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940 , the Commodity Exchange Act, or of any rule or regulation promulgated under these statutes?
If YES, then describe in the box that appears below:
(3) willfully aided, abetted, counseled, commanded, induced,
or procured the violation by any other person of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940 , the Commodity Exchange Act, or of any rule or regulation
promulgated under these statutes?
If YES, then describe in the box that appears below:
(K) Has a
foreign financial regulatory authority found you to have:
(1) made or caused to be made in any application for registration or report required to be filed with a foreign
financial regulatory authority, or in any proceeding before a foreign financial regulatory authority with respect to registration, any statement that was at the time and in light of the circumstances under which it was made false or misleading with
respect to any material fact, or omitted to state in any application or report to a foreign financial regulatory authority any material fact that is required to be stated therein?
If YES, then describe in the box that appears below:
(2) violated any foreign statute or regulation regarding
transactions in securities or contracts of sale of a commodity for future delivery traded on or subject to the rules of a contract market or any board of trade?
If YES, then
describe in the box that appears below:
(3) aided, abetted, counseled, commanded, induced, or procured the violation by any other person of any foreign statute or regulation
regarding transactions in securities contracts of sale of a commodity for future delivery traded on or subject to the rules of a contract market or any board of trade?
If
YES, then describe in the box that appears below:
(4) within the past ten years, have you been convicted by a foreign court of a crime, however denominated by the laws of
the relevant foreign government, that is substantially equivalent to an offense set forth in the Question I(1)?
If YES, then describe in the box that appears below:
(5) by reason of any misconduct, have you been temporarily or permanently enjoined by any foreign court from acting in any of the capacities, set forth in Question I (2), or
a substantially equivalent foreign capacity, or from 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?
If YES, then describe in the box that appears below:
(L) Has a domestic, foreign or military court, whether
criminal, administrative or civil, an arbitration panel, federal or state regulatory agency, foreign financial regulatory authority or self-regulatory organization ever:
(1)
charged you with, convicted you of, or otherwise found you liable for, any of the following offenses: (a) any offense relating to the purchase or sale of a security, an investment or an investment-related business or activity; (b) any
fraud, false statements, false oaths, false reports, perjury or omissions; (c) theft, embezzlement, burglary, larceny, robbery, misappropriation of funds or securities, or the wrongful taking of property; (d) bribery, , forgery,
counterfeiting, extortion; or, (e) conspiracy to
commit any offenses identified in (a)-(d)?
If YES, then describe in the box that appears below:
(2) identified you as the subject of any order, judgment or
decree permanently or temporarily enjoining you from engaging in any investment-related activity, or from violating any investment-related statute, rule or order?
If YES,
then describe in the box that appears below:
(3) found you to have been involved in a violation of an investment-related statute or regulation resulting in an
investment-related business having its authorization to do business revoked, the denial, suspension or revocation of an authorization to act in, or be associated with, an investment-related business or some other significant limitation on your
investment-related activities?
If YES, then describe in the box that appears below:
SIGNING THE
FORM: Please click on Click here to sign this section above in order to attach your digital signature. You will need to click this prompt a second time to bring up the digital signature window.
The Submit Button will appear once you have digitally signed the document.
SAVING A COPY: If you would like to
retain a completed copy of this Questionnaire for your records, please print before clicking SUBMIT. After clicking SUBMIT, you will no longer have access to your completed Questionnaire.
Exhibit G
Initial Compliance Certifications and Acknowledgements
I, , do hereby acknowledge that:
(i) | I have received and read, and understand and agree to familiarize myself with and abide by, all of the policies and procedures set forth in Systematic Financial Management, L.P.s (Systematic) Compliance Manual. I further confirm I will comply with the provisions of the Compliance Manual applicable to me and will report any exceptions or issues that become known to me to Systematics Chief Compliance Officer (CCO). |
(ii) | Furthermore, I have received and read, and understand and agree to familiarize myself with and abide by, Systematics Code of Ethics , including Systematics and Affiliated Managers Groups (AMG) Insider Trading Policy and Procedures. As such: |
a. | I will inform Systematic of the name of any broker, dealer or bank with whom, I, or my Immediate Family maintain an account in which any Securities are held for myself, my family, or any other similar accounts for which |
i. | I/we maintain partial or complete discretion and authority, and; |
ii. | Any Account over which a Trustee or Third Party Manager maintains discretionary authority and control, I will further provide all necessary information about said accounts to Systematic as required from time to time under Systematics Code of Ethics or at their discretion, including all security positions held in these accounts as well as other security holdings subject to reporting under this Code, within 10 days of my employment with Systematic. |
b. | I further state I understand and agree to comply with all Company procedures for security transactions executed by me or my Immediate Family including, among others: |
i. | Submitting a Personal Trading Request Pre-Clearance Form before the execution of any transaction requiring such pre-approval; |
ii. | Ensuring Systematics Compliance Department receives duplicate copies of all brokerage, custodial and Affiliated Mutual Fund statements and duplicate confirmations of my transactions to assure confirmation of any pre-approved transactions and minimum holding periods required by Systematics Code of Ethics; and |
iii. | Making Systematics Compliance Department fully aware of all personal securities transactions executed by me or my Immediate Family that result in violations of Systematics Personal Trading policies and procedures. |
(iii) | I also acknowledge I have received and read, and understand and agree to familiarize myself with and abide by, Systematics Employee Handbook . I further acknowledge and understand my employment with Systematic is at-will and I may be terminated or resign at any time for any reason, and nothing contained in the Employee Handbook or any oral representation to the contrary alters my at-will status. |
(iv) | And lastly, I understand my failure to comply in all respects with Systematics policies and procedures, including, but not limited to, Systematics Code of Ethics and AMGs Insider Trading Policy and Procedures , is a basis for termination of my employment from Systematic. |
Signature: Date:
49
Exhibit H
List of Affiliated Funds
Updated November 2016
Systematic employees may invest in open-end mutual funds without pre-approval. However, the Affiliated Funds identified below are Reportable Funds. Reportable Fund means: (i) any Fund for which Systematic serves as the investment adviser or sub-adviser, or; (ii) any Fund with an investment adviser or principal underwriter controlled by, controlling or under common control with Systematic.
Mutual Funds (sponsored)
Name of Affiliate | Name of Affiliated Fund | Ticker | ||
AMG FUNDS | AMG Managers Loomis Sayles Bond | MGFIX, MGBIX | ||
AMG Managers Brandywine Advisors Midcap Growth Fund | BWAFX | |||
AMG Managers Brandywine Blue Fund | BLUEX | |||
AMG Managers Brandywine Fund | BRWIX | |||
AMG Managers Emerging Opps Fund (formerly Managers Micro-Cap Fund) | MMCFX, MIMFX | |||
AMG Managers Real Estate Securities Fund | MRESX | |||
AMG Managers Skyline Special Equities Portfolio | SKSEX | |||
AMG Managers Essex Small/Micro Cap Growth Fund | MBRSX, MBRCX | |||
AMG Managers Global Income Opportunity Fund | MMAFX | |||
AMG Managers High Yield | MHHAX, MHHBX, MHHCX, MHHYX | |||
AMG Managers Cadence Capital Appreciation | MPAFX, MCFYX, MPCIX | |||
AMG Managers Cadence Mid-Cap Fund | MCMAX, MCMYX, MCMFX | |||
AMG Managers Cadence Emerging Companies | MECAX, MECIX | |||
AMG Managers Amundi Intermediate Duration Government | MGIDX | |||
AMG Managers Amundi Short Duration Government | MGSDX | |||
AMG Managers Special Equity | MGSEX, MSEIX | |||
AMG Managers Anchor Capital Enhanced Equity | AMBEX, AMDSX | |||
AMG Managers Cornerstone Large Cap Value Fund | RVALX, AAVIX | |||
AMG Managers Doubleline Core Plus Fixed income Fund | ADBLX, ADLIX | |||
AMG Managers Fairpointe Mid Cap Fund | CHTTX, ABMIX | |||
AMG Managers Fairpointe Focused Equity | AFPTX, AFFEX | |||
AMG Managers Guardian Capital Global Dividend | AGCDX, AGCNX | |||
AMG Managers Herndon Large Cap Value Fund | AALIX, AHRNX | |||
AMG Managers Lake Partners LASSO Alternative Fund | ALSNX, ALSOX | |||
AMG Managers LMCG Small Cap Growth Fund | ACWDX, ACWIX | |||
AMG Managers Money Market Fund | BDMXX | |||
AMG Managers Montag & Caldwell Balanced Fund | MOBAX, MOBIX | |||
AMG Managers Montag & Caldwell Growth | MCGFX, MCGIX, MCRGX | |||
AMG Managers Montag & Caldwell Mid Cap Growth Fund | AMCMX | |||
AMG Managers Pictet International | APCTX, APINX | |||
AMG River Road Dividend All Cap Value Fund | ARDEX, ARIDX | |||
AMG River Road Dividend All Cap Value Fund II | ADVTX, ADIVX | |||
AMG River Road Long-Short Fund | ARLSX | |||
AMG River Road Select Value Fund | ARSMX, ARIMX |
50
AMG River Road Small Cap Value Fund | ARSVX, ARSIX | |||
AMG River Road Focused Absolute Value Fund | ARRFX, AFAVX | |||
AMG Managers Silvercrest Small Cap Fund | ASCTX, ACRTX | |||
AMG Managers Value Partners Asia Dividend Fund | AVADX, AAVPX | |||
AMG Chicago Equity Partners Balanced Fund | MBEAX, MBESX,MBEYX | |||
AMG Chicago Equity Small Cap Value Fund | CESIX, CESVX, CESSX | |||
AMG FQ Global Risk-Balanced Fund | MMAFX, MMAVX, MMASX | |||
AMG FQ Tax-Managed U.S. Equity Fund | MFQTX, MFQAX | |||
AMG FQ U.S. Equity Fund | MEQFX, FQUAX | |||
AMG Frontier Small Cap Growth Fund | MSSCX, MSSVX, MSSYX | |||
AMG GW&K Municipal Bond | GWMIX, GWMSX, GWMTX | |||
AMG GW&K Municipal Enhanced Yield | GWMEX, GWMNX, GWMRX | |||
AMG GW&K Core Bond Fund (formerly AMG Managers Total Return Fund) | MBDFX | |||
AMG GW&K Small Cap Core Fund | GWETX, GWESX, GWEIX | |||
AMG GW & K Small Cap Growth Fund | GWGIX | |||
AMG GW&K Enhanced Core Bond Fund | MFDYX, MFDCX, MFDAX, MFDSX | |||
AMG GW&K U.S. Small Cap Growth Fund | ATASX, ATSIX | |||
AMG Renaissance Large Cap Growth | MRLIX, MRLSX, MRLTX | |||
AMG Renaissance International Equity | RIELX, RIEIX, RIESX | |||
AMG SouthernSun Small Cap | SSSIX, SSSFX | |||
AMG SouthernSun US Equity | SSECX, SSEIX, SSEFX | |||
AMG SouthernSun Global Opportunities Fund | SSOVX, SSOLX | |||
AMG Systematic Mid Cap Value Fund | SYAMX, MSYAX, MSYCX | |||
AMG Systematic Large Cap Value Fund | MSYSX, MSYAX | |||
AMG TimesSquare Mid Cap Growth Fund | TMDIX, TMDPX | |||
AMG TimesSquare Small Cap Growth Fund | TSCIX, TSCPX | |||
AMG TimesSquare International Small Cap Fund | TCMIX, TCMPX | |||
AMG TimesSquare All Cap Growth Fund | MTGVX, MTGSX, MTGIX | |||
AMG Trilogy Emerging Markets Equity Fund | TLESX, TLEIX, TLEVX | |||
AMG Trilogy Global Equity Fund | TLGSX,TLGIX, TLGVX | |||
AMG Trilogy International Small Cap Fund | TLSSX, TLSIX, TLSVX | |||
AMG Trilogy Emerging Markets Wealth | TLEIX, TLEVX, TLESX | |||
AMG Yacktman Focused Fund | YACKX, YAFFX | |||
AMG Yacktman Fund | YAFFX | |||
AMG Yacktman Special Opportunities | YASLX,YASSX | |||
AMG Pantheon Fund | ||||
AQR | AQR Diversified Arbitrage Fund | ADANX, ADAIX | ||
AQR International Momentum Fund | AIMOX, AIONX, QIORX | |||
AQR Large Cap Momentum Style Fund | AMOMX, AMONX, QMORX | |||
AQR Small Cap Momentum Style Fund | ASMOX, ASMNX, QSMRX | |||
AQR International Equity Fund | AQINX, AQIIX, AQIYX, AQJRX | |||
AQR Global Equity Fund | AQGIX, AQGNX, AQGYX, AQQRX | |||
AQR Managed Futures Strategy Fund | AQMIX, AQMNX | |||
AQR Managed Futures Strategy HV Fund | QMHIX, QMHNX |
51
AQR Risk Parity Fund | AQRIX, AQRNX | |||
AQR Risk Parity II HV Fund | QRHIX, QRHNX | |||
AQR Risk Parity II MV Fund | QRMIX, QRMNX | |||
AQR Style Premia Alternative | QSPIX, QSPNX | |||
AQR Style Premia Alternative LV Fund | QSLIX, QSLNX, QSLRX | |||
AQR Multi-Strategy Alternative Fund | ASANX, ASAIX | |||
AQR TM International Momentum Style Fund | ATIMX, ATNNX, QTIRX | |||
AQR TM Large Cap Momentum Style Fund | ATMOX, ATMNX, QTMRX | |||
AQR TM Small Cap Momentum Style Fund | ATSMX, ATSNX, QTSRX | |||
AQR Risk Managed Commodity Strategies Fund | ARCIX, ARCNX | |||
AQR Emerging Defensive Equity Fund | AZEIX, AZENX | |||
AQR International Defensive Equity Fund | ANDIX, ANDNX | |||
AQR Large Cap Defensive Style Fund | AUEIX, AUENX | |||
AQR Large Cap Multi-Style Fund | QCELX, QCENX, QCERX | |||
AQR International Multi Style Fund | QICLX, QICNX, QICRX | |||
AQR Small Cap Multi-Style Fund | QSMLX, QSMNX, QSERX | |||
AQR Long/Short Equity Fund | QLEIX, QLENX | |||
AQR Global Macro Fund | QGMIX, QGMNX | |||
AQR Emerging Momentum Style Fund | QEMLX, QEMNX, QEMRX | |||
AQR Emerging Multi-Style Fund | QEELX, QEENX, QECRX | |||
AQR Equity Market Neutral Fund | QMNIX, QMNNX, QMNRX | |||
AQR TM Small Cap Multi-Style Fund | QSSLX, QSSNX, QSSRX | |||
AQR TM Large Cap Multi-Style Fund | QTLLX, QTLNX, QTLRX | |||
AQR TM International Multi-Style Fund | QIMLX, QIMNX, QIMRX | |||
AQR TM Emerging Multi-Style Fund | QTELX, QTENX, QTERX | |||
AQR International Equity Collective Investment Fund | ||||
AQR Global Risk Parity Enhanced Liquidity Fund | ||||
AQR Global Risk Parity Enhanced Liquidity Fund | ||||
Aston Funds | Aston/Anchor Capital Enhanced Equity | AMBEX, AMDSX | ||
Aston/Barings International Fund | ABARX, ABIIX | |||
Aston/Cornerstone Large Cap Value Fund | RVALX, AAVIX | |||
Aston/Doubleline Core Plus Fixed income Fund | ADBLX, ADLIX | |||
Aston/Fairpointe Mid Cap Fund | CHTTX, ABMIX | |||
Aston/Fairpointe Focused Equity | AFPTX, AFFEX | |||
Aston / Guardian Capital Global Dividend | AGCDX, AGCNX | |||
Aston/Harrison Street Real Estate Fund | ARFCX, AARIX | |||
Aston/Herndon Large Cap Value Fund | AALIX, AHRNX | |||
Aston/Lake Partners LASSO Alternative Fund | ALSNX, ALSOX | |||
Aston/LMCG Emerging Markets Fund | ALEMX, ALMEX | |||
Aston/LMCG Small Cap Growth Fund | ACWDX, ACWIX | |||
Aston/Money Market Fund | BDMXX | |||
Aston/Montag & Caldwell Balanced Fund | MOBAX, MOBIX | |||
Aston/Montag & Caldwell Growth | MCGFX, MCGIX, MCRGX | |||
Aston/Montag & Caldwell Mid Cap Growth Fund | AMCMX | |||
Aston/ Pictet International | APCTX, APINX |
52
Aston/River Road Dividend All Cap Value Fund | ARDEX, ARIDX | |||
Aston/River Road Dividend All Cap Value Fund II | ADVTX, ADIVX | |||
Aston/River Road Independent Value Fund | ARIVX, ARVIX | |||
Aston/River Road Long-Short Fund | ARLSX | |||
Aston/River Road Select Value Fund | ARSMX, ARIMX | |||
Aston River Road Small Cap Value Fund | ARSVX, ARSIX | |||
Aston/River Road Focused Absolute Value Fund | ARRFX, AFAVX | |||
Aston/Silvercrest Small Cap Fund | ASCTX, ACRTX | |||
Aston/GW & K Small Cap Fund | ATASX, ATSIX | |||
Aston/TCH Fixed Income Fund | CHTBX, CTBIX | |||
Aston/Value Partners Asia Dividend Fund | AVADX, AAVPX | |||
Harding Loevner | Harding Loevner Funds, Inc - International Small Companies Portfolio | HLMSX, HLMRX | ||
Harding Loevner Funds, Inc - Frontier Emerging Markets Portfolio | HLFMX, HLMOX | |||
Harding Loevner Funds, Inc. - Institutional Emerging Markets 1 | HLMEX | |||
Harding Loevner Funds, Inc. - Institutional Emerging Markets II | HLEEX | |||
Harding, Loevner Funds, Inc. - Emerging Markets Portfolio | HLEMX | |||
Harding, Loevner Funds, Inc. - Global Equity Portfolio | HLMGX, HLMVX | |||
Harding, Loevner Funds, Inc. - International Equity Portfolio | HLMNX, HLMIX | |||
Harding, Loevner Funds, Inc. - International Equity Research Portfolio | HLIRX, HLINX | |||
Third Avenue | Third Avenue International Value Fund | TAVIX, TVIVX | ||
Third Avenue Real Estate Value Fund | TAREX, TVRVX | |||
Third Avenue Small-Cap Value Fund | TASCX, TVSVX | |||
Third Avenue Value Fund | TAVFX, TVFVX | |||
Third Avenue Variable Series Trust | ||||
Tweedy, Browne | Tweedy, Browne Global Value Fund | TBGVX | ||
Tweedy, Browne Global Value Fund II - Currency Unhedged | TBCUX | |||
Tweedy, Browne Value Fund | TWEBX | |||
Tweedy, Browne Worldwide High Dividend Yield Value Fund | TBHDX | |||
Mutual Fund (sub-advised) | ||||
AQR | AQT Large Cap Portfolio (Prudential Annuities) | |||
AST Academic Strategies Asset Allocation | ||||
AST AQR Emerging Markets Equity Portfolio | ||||
Clearwater Mid Cap Core Equity Fund | QWVPX | |||
Columbia Funds Series Trust I Active Portfolios Multi-Manager Alternative Strategy | ||||
Columbia Funds Variable Insurance Trust Variable Portfolio AQR Managed Futures | ||||
GuideStone Capital Management Select Funds Emerging Markets Portfolio | ||||
GuideStone Defensive Market Strategies Fund | ||||
Guidestone Funds - Integrated Alpha Sleeve of Emerging Markets Equity Fund |
53
GuideStone International Equity | GIEZX | |||
JNL Series Trust - JNL/AQR Managed Futures Strategy Fund | ||||
KP Large Cap Equity Fund - Active Broad Strategy I | ||||
Lincoln Variable Insurance Products Trust - Fixed Income Sleeve | ||||
Lincoln Variable Insurance Products Trust - Global Enhanced Equity Sleeve | ||||
Met Investor Series Trust AQR Global Risk Balanced Portfolio | ||||
Pacific Funds Series Trust - Pacific Funds Equity Long/Short Fund | ||||
Pacific Select Fund - Equity Long/Short Portfolio | ||||
Principal Funds Global Multi Strategy Fund | PMSAX | |||
Prudential Retirement Insurance and Annuity Company International Blend / Munder Fund | ||||
Russell Trust Company International Fund | ||||
SEI Institutional Investments Trust Large Cap Fund | ||||
SEI Institutional Investments Trust Large Cap Fund II | ||||
SEI Institutional Managed Trust - Multi-Asset Accumulation Fund | ||||
SEI Institutional Managed Trust Small Cap Fund | SESVX | |||
SEI Institutional Managed Trust Small Cap Fund | ||||
SEI Institutional Managed Trust Small/Mid Cap Equity Fund | ||||
Transamerica AQR Managed Futures Strategy | MRISX, MRIIX | |||
Transamerica Global Multifactor Macro | ||||
UBS Pace Select Advisors Trust - PACE Alternative Strategies | ||||
Chicago Equity | AMG Chicago Equity Partners Balanced | MBEAX, MBEBX, MBECX, MBEYX | ||
AMG Chicago Equity Small Cap Value Fund | CESIX, CESVX, CESSX | |||
Jackson National Small Cap Value Fund | ||||
Jackson National Small Cap Growth Fund | ||||
First Quadrant | AST Investment Services/Prudential Global Macro | |||
Frank Russell Trust Company, Russell International Fund with Active Currency | ||||
Fremont Structured Core Fund | ||||
AMG FQ Global Risk-Balanced Fund | MMAFX, MMAVX, MMASX | |||
AMG FQ Tax-Managed U.S. Equity Fund | MFQTX, MFQAX | |||
AMG FQ U.S. Equity Fund | MEQFX, FQUAX | |||
UBS PACE Alternative Strategies | PASPX | |||
AST Academic Strategies Asset Allocation - Currency Sleeve | ||||
AST FQ Absolute Return Currency Portfolio | ||||
Permal Alternative Select Fund | ||||
Permal Alternative Select VIT Portfolio | ||||
John Hancock Currency | JCUAX | |||
Frontier | CGCM Large Cap Growth Investment Fund | TLGUX | ||
M Financial Group (Formerly M Funds, Inc.) | ||||
AMG Frontier Small Cap Growth Fund | MSSCX, MSSVX, MSSYX | |||
The Hirtle Callahan Trust |
54
Vanguard Morgan Growth | VMRGX | |||
Vanguard Explorer Value Fund | VEVFX | |||
Metlife Mid Cap Growth | ||||
MassMutual Select Mid Cap Growth Equity Fund II | ||||
Gannett Welsh & Kotler | AMG GW&K Municipal Bond Fund | GWMIX, GWMSX, GWMTX | ||
AMG GW&K Municipal Enhanced Yield | GWMEX, GWMNX, GWMRX | |||
AMG GW&K Core Bond Fund (formerly AMG Managers Total Return Fund) | MBDFX | |||
AMG GW&K Small Cap Core Fund | GWETX, GWESX, GWEIX | |||
AMG GW&K Enhanced Core Bond Fund | MFDYX, MFDCX, MFDAX, MFDSX | |||
AMG GW&K Small Cap Growth Fund | GWGIX | |||
AMG GW&K U.S. Small Cap Growth Fund | ATASX, ATSIX | |||
John Hancock Small Cap Opportunities Fund II | ||||
Goldman Sachs Multi-Manager Fund - Small Cap Core | ||||
Mercer US Small/Mid Cap Equity Fund | ||||
Genesis | GuideStone International Equity | GIEZX | ||
Harding Loevner | Russell Emerging Markets Fund | REMAX, REMCX, REMEX, | ||
Russell Investment Company (Canada) WSIB A/C Emerging Markets | ||||
Bessemer Old Westbury Large Cap Strategies Fund | ||||
Homestead Funds, Inc Intl Equity Fund | HISIX | |||
Pantheon | Pantheon Select Private Equity CIT | |||
AMG Pantheon Master Fund | ||||
Renaissance | AMG Renaissance Large Cap Growth Fund | MRLIX, MRLSX, MRLTX | ||
AMG Renaissance International Equity | RIELX, RIEIX, RIESX | |||
USAA Growth Fund | USAAX | |||
River Road | Aston/ River Road Dividend All Cap Value Fund | ARDEX, ARIDX | ||
Aston/River Road Dividend All Cap Value Fund II | ADVTX, ADIVX | |||
Aston/River Road Long-Short Fund | ARLSX | |||
Aston/River Road Select Value Fund | ARSMX, ARIMX | |||
Aston River Road Small Cap Value Fund | ARSVX, ARSIX | |||
Aston/River Road Focused Absolute Value Fund | ARRFX, AFAVX | |||
Altair Smaller Companies Fund | ||||
UBS/PACE Large Company Value | ||||
SouthernSun | AMG SouthernSun Small Cap | SSSIX, SSSFX | ||
AMG SouthernSun US Equity | SSECX, SSEIX, SSEFX | |||
AMG SouthernSun Global Opportunities Fund | SSOVX, SSOLX | |||
GE Institutional Small Cap Equity Fund | GSVIX | |||
GE Investments Small Cap Equity Fund | GSVIX |
55
Systematic | MassMutual Mid Cap Value | MLUAX, MLULX, MLUNX, MLUSX, MLUYX | ||
UBS PACE Smid Cap Value | PEVAX, PEVBX, PEVCX, PCSVX, PVEYX | |||
AMG Systematic Mid Cap Value Fund | SYAMX, MSYAX, MSYCX | |||
AMG Systematic Large Cap Value Fund | MSYSX, MSYAX | |||
Strategic Advisers (Fidelity) Small Mid Cap Fund | ||||
Transamerica Small/Mid Cap Value | IIVAX, IIVLX, TSVIX | |||
Transamerica Small/Mid Cap Value VA | ||||
Transamerica Partners Small Core | ||||
Transamerica Small Cap Core Fund | ||||
Systematica | Equinox Systematica Macro Fund | EBCIX | ||
TimesSquare | GuideStone Small Cap Equity | GSCZX | ||
AMG TimesSquare Small Cap Growth Fund | TSCIX, TSCPX | |||
The Vantagepoint Funds (formerly Vantagepoint Aggressive Opportunities Fund) | VPAOX | |||
AMG TimesSquare Mid Cap Growth Fund | TMDIX, TMDPX | |||
AMG TimesSquare International Small Cap Fund | TCMIX, TCMPX | |||
JPMorgan Access Balanced Fund | JXBSX | |||
JPMorgan Access Growth Fund | JXGSX | |||
AMG Time Square All Cap Growth Fund | MTGVX, MTGSX, MTGIX | |||
Small Cap Growth/TimesSquare Fund (Prudential) | ||||
Mid Cap Growth/TimesSquare Fund (Prudential) | ||||
Trilogy | AMG Trilogy Emerging Markets Equity Fund | TLESX, TLEIX, TLEVX | ||
AMG Trilogy Global Equity Fund | TLGSX,TLGIX, TLGVX | |||
AMG Trilogy International Small Cap Fund | TLSSX, TLSIX, TLSVX | |||
Calvert World Values Fund Inc Composite | CIOAX, COICX, COIIX, CWVYX | |||
AMG Trilogy Emerging Markets Equity Fund | TLEIX, TLEVX, TLESX | |||
Yacktman | Absolute Strategies Fund | ASFIX | ||
AMG Yacktman Focused Fund | YAFFX, YAFIX | |||
AMG Yacktman Fund | YACKX | |||
AMG Yacktman Special Opportunities | YASLX, YASSX | |||
56
Exhibit I
Quarterly Compliance Acknowledgement
QUARTERLY COMPLIANCE ACKNOWLEDGEMENT
I do hereby certify that for the quarter ending June 30, 2016 the following information is accurate and true to the best of my knowledge.
When completing this form:
Please note that all fields marked with an * are required fields;
You will see that this Acknowledgement references a number of terms and documents that are underlined. These terms and documents have special
meanings which may be accessed by clicking on the highlighted link.
I. GENERAL STATEMENT OF COMPLIANCE WITH SYSTEMATIC POLICIES
I have read, received, understood and complied with all of the policies and procedures set forth in Systematic Financial Management, L.P.s (Systematic) Employee Handbook,
Compliance Manual and Code of Ethics and any amendments thereto.
II. CODE OF ETHICS & RELATED POLICIES
I have complied with Systematics Code of Ethics in that:
A. INSIDER TRADING POLICIES &
PROCEDURES
1. I have complied with Systematics Code of Ethics which includes Systematics and Affiliated Managers Groups
(AMG) Insider Trading Policy and Procedures [Exhibit A].
2. Furthermore, I have neither traded for any client account, personal account, family
members account or any other non-client account, directly or indirectly, on material, non-public information, nor have I disseminated any material non-public information within Systematic, or to others outside the Firm in
violation of federal securities laws.
B. PERSONAL SECURITIES TRADING POLICIES & PROCEDURES
1. I have informed Systematic of the name of any broker, dealer or bank with whom, I, or my Immediate Family maintain an account in which any Securities re held for myself,
my family, or any other similar accounts for which I/we maintain partial or complete discretion and authority, and have provided all necessary information about said accounts to Systematic.
2. I further state where security transactions in Reportable Securities and Reportable Funds have been executed by me or by my Immediate Family, I have complied with all Firm procedures.
3. I further certify that:
a. A Personal Trading Pre-Clearance Request Form has been
submitted & approved before the execution of any transaction requiring pre-approval (Please refer to the Personal Trading Permissible Investments, Pre-approval and Reporting Requirements for a list of Reportable Securities and
Funds.);
b. Systematics Compliance Department has received duplicate copies of all brokerage, custodial and Affiliated Mutual Fund statements and duplicate
confirmations of securities transactions to assure confirmation of any pre-approved transactions and minimum holding periods for the aforementioned quarter; and
c. Systematics Compliance Department is fully aware of all of the personal securities transactions executed by me or my Immediate Family that violated Systematics Personal Securities Trading policies and procedures. C. REPORTABLE TRANSACTIONS 1. Personal Securities Transaction Report - Reportable (Affiliated) Mutual Funds (Excluding 401 (k) Plan Transactions) Reportable (Affiliated) Mutual Funds include mutual funds for which Systematic serves as a sub-adviser AND any fund that is an Affiliated Mutual Fund of AMG. (Please refer to Systematics List of Affiliated Mutual Funds, which includes Systematics Sub-Advised Mutual Funds and AMGs Affiliated Mutual Funds.) a. Did you effect any Affiliated Mutual Fund transactions during the quarter? If Yes, please respond to the next question. i. Did you effect any Affiliated Mutual Fund transactions during the quarter that may not be reflected or contained in the brokerage, custodial and /or Affiliated Mutual Fund statements received by Systematics Compliance Department? If Yes, please provide the transaction details requested below for such Affiliated Fund transaction(s) executed during the quarter. Name of Affiliated Mutual Fund Transaction Date Number of Shares Principal Amount Price Fund/Family Sponsor b. Did you establish any Affiliated Mutual Fund account(s) during the quarter? If Yes, please provide the Affiliated Mutual Fund Account information requested below for each new Affiliated Mutual Fund account established during the quarter. Name of Affiliated Mutual Fund Date Established Name/s on Account Type of Account 2. Personal Securities Trading - Reportable Securities a. Did you have any Reportable Securities transactions during the quarter? If Yes, please respond to the next question. i. Did you have any Reportable Securities transactions during the quarter that: (a) may not be reflected or contained in any brokerage or custodial statements received by Systematics Compliance Department, or; (b) for which duplicate confirmation statements were not sent to Systematics Compliance Department? If yes to either (a) or (b), please provide Reportable Securities transaction details requested below for such Reportable Securities transaction(s) executed during the (a) (b)
quarter. Name of Issuer/Type of Security Transaction Date Number of Shares Principal Amount Price Brokerage (Bank) Account b. Did you or an Immediate Family member establish any new account with a broker, dealer or bank in which any securities are held ? If Yes, please provide the Brokerage (Bank) Account/s information requested below for each new Account established during the quarter. D. DISCRETIONARY THIRD-PARTY MANAGED ACCOUNTS 1. During the past quarter, I have maintained a Discretionary Third-Party Managed Account, which is defined as an account: (a) for which I have granted a trustee or a discretionary third-party manager investment authority over the account; and (b) over which I have no direct or indirect influence or control with respect to purchases or sales of securities or allocations of investments. If Yes, please respond to the next question. 2. If the answer to the above question is yes, I certify that, for each such Discretionary Third-Party Managed Account I maintain, the following attestations are true and accurate (a) I attest that I have sought and obtained the approval of the Chief Compliance Officer to maintain such account: (b) I attest that I did not suggest that the trustee or third-party manager make any particular purchase or sale of securities in the Discretionary Third-Party Managed Account during the previous calendar quarter: (c) I attest that I did not direct the trustee or third-party discretionary manager to make any particular purchase or sale of securities in the Discretionary Third-Party Managed Account during the previous quarter: (d) I attest that I did not consult with the trustee or third-party discretionary manager as to the particular allocation of investments to be made in the Discretionary Third-Party Managed Account during the previous quarter: 3. If you any have answered NO to any of the attestations above, please provide a written explanation. 4. Describe the relationship between the trustee or third-party discretionary manager and yourself for each Discretionary Third-Party Managed Account you maintain. 5. I certify that the information I have provided pertaining to my Discretionary Third-Party Managed Account(s) is true and accurate. Further, I agree to abide by the provisions of Systematics Code of Ethics pertaining to Discretionary Third-Party Managed Accounts and I will notify the Compliance Department in the event that any of this information changes.
III. POLITICAL CONTRIBUTIONS & RESTRICTED PAYMENTS POLICY & PROCEDURES I have complied with Systematics Political Contribution and Other Restricted Payment Policy (the Policy) in that: A. Did you make any political contributions during this quarter? If Yes, please respond to the next question. 1. If you made a political contribution during the quarter was a Political Contribution Pre-Clearance Form submitted and approved before any and all political contributions that were made during the quarter? If the answer is no, please report the details requested below for such contributions. Recipient Name: Candidates prospective Office: Candidates current Office: Can employee vote in election? B. I acknowledge that I have neither solicited nor directed others, including but not limited to my spouse or family members, to make political contributions or other restricted payments on my behalf in violation of the Policy. IV. GENERAL ACKNOWLEDGEMENTS A. I also acknowledge and understand that Systematic is an at-will employer, Systematic may terminate me as an employee at any time for any reason and I may resign as an employee at any time and for any reason. B. I understand that my failure to comply in all respects with Systematics policies and procedures, including but not limited to; Systematics Employee Handbook, Code of Ethics, Compliance Manual, and AMGs Insider Trading Policy and Procedures, is a basis for termination of my employment from Systematic. ***Click the CFA Certification section only if you are a member of, or candidate for, the CFA Institutes Charter Financial Analyst Program*** CFA Certification: CFA members and candidates click here By clicking the box above, I do hereby certify that for the quarter ending June 30, 2016, I have read and complied with all of the policies, procedures, duties and obligations set forth in the CFA Institutes Code of Ethics and Standards of Professional Conduct of the CFA Institute. Click here to sign this section SIGNING THE FORM: Please click on Click here to sign this section above in order to attach your digital signature. You will need to click this prompt a second time to bring up the digital signature window. The SUBMIT button will appear once you have digitally signed the form. SAVING A COPY: If you would like to retain a completed copy of this Questionnaire for your records, please print before clicking SUBMIT. After clicking SUBMIT, you will no longer have access to your completed Questionnaire.
Effective March 1, 2017
CODE OF ETHICS AND CONDUCT
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES
CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES
TABLE OF CONTENTS
Purpose of Code of Ethics and Conduct
Persons and Entities Subject to the Code
Definition of Supervised Persons
Adviser Act Requirements for Supervised Persons
Compliance Procedures for Funds and Federal Advisers
STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL
Allocation of Brokerage Policy
Annual Compliance Certification
Anti-Bribery Laws and Prohibitions Against Illegal Payments
2-2 ,7-1
2-4 ,6-1
Relationships with Profitmaking Enterprises
Service with Nonprofitmaking Organizations
Relationships with Financial Service Firms
i-1
Existing Relationships with Potential Vendors
Investment in Client/Vendor Company Stock
Internal Operating Procedures and Planning
Clients, Fund Shareholders, and TRP Brokerage Customers
Information About the Price Funds
Understanding as to Clients Accounts and Company Records at Time of Termination of Association 2-9
Health Insurance Portability and Accountability Act of 1996 ( HIPAA)
Expense Payments and Reimbursements.
Policy Against Harassment and Discrimination
Health and Safety in the Workplace
Use of Employee Likenesses and Information
Employment of Former Government and Self-Regulatory Organization Employees.
2-11 ,4-1
Marketing and Sales Activities
i-2
Protection of Corporate Assets
Record Retention and Destruction
Release of Information to the Press
Responsibility to Report Violations
Sarbanes-Oxley Whistleblower Procedures
Sarbanes-Oxley Attorney Reporting Requirements
Service as Trustee, Executor or Personal Representative
Speaking Engagements and Publications
STATEMENT OF POLICY ON GIFTS AND BUSINESS ENTERTAINMENT
STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS
STATEMENT OF POLICY WITH RESPECT TO COMPUTER SECURITY AND RELATED ISSUES 6-Error! Bookmar333
STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS
STATEMENT OF POLICY ON PRIVACY
i-3
CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES
GENERAL POLICY STATEMENT
Purpose of Code of Ethics and Conduct. As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to always act in their best interests. Over the course of our Companys history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity. This has been possible by conducting our business on a set of shared values and principles of trust.
In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. ( T. Rowe Price, TRP, Price Group or Group ) has adopted this Code of Ethics and Conduct (Code). Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt. As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions. All associates are expected to comply with all laws and regulations applicable to T. Rowe Price business. In total, our Code contains 31 separate Standards of Conduct as well as the following separate Statements of Policy:
1.
Statement of Policy on Giftsand Business Entertainment
2.
Statement of Policy on Material, Inside (Non-Public) Information
3.
Statement of Policy on Securities Transactions
4.
Statement of Policy with Respect to Computer Security and Related Issues
5.
Statement of Policy on Compliance with Antitrust Laws
6.
Statement of Policies and Procedures on Privacy
A copy of this Code will be retained by the Code Administration and Regulatory Reporting Group in Baltimore ( Code Compliance Section ) for five years from the date it is last in effect. While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face. The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties. Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.
Each new employee will be provided with a copy of the current Code and all employees have access to the current Code, which is posted on the intranet. Each employee will be required to
1-1
provide Price Group with a written acknowledgement of his or her understanding of the Code and its amendments on at least an annual basis. All written acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the Advisers Act ).
Please read the Code carefully and observe and adhere to its guidance.
Persons and Entities Subject to the Code . Unless otherwise determined by the Chairperson of the Ethics Committee, the following entities and individuals are subject to the Code:
·
Price Group
·
The subsidiaries and affiliates of Price Group
·
The officers, directors and employees of Group and its affiliates and subsidiaries
Unless the context otherwise requires, the terms T. Rowe Price, Price Group and Group refer to Price Group and all its affiliates and subsidiaries.
In addition, the following persons are subject to the Code:
1.
All temporary workers hired on the Price Group payroll ( TRP Temporaries );
2.
All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;
3.
All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and
4.
Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matter covered in the Code.
The independent directors of Price Group and the Price Funds are subject to the principles of the Code generally and to specific provisions of the Code as noted.
Definition of Supervised Persons. Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Advisers supervision and control are Supervised Persons .
Status as a Fiduciary . Several of Price Groups subsidiaries are investment advisers registered with the United States Securities and Exchange Commission ( SEC ). These include T. Rowe Price Associates, Inc. ( TRPA ), T. Rowe Price
1-2
International Ltd. ( TRPIL ), T. Rowe Price Advisory Services, Inc. ( TRPAS ), T. Rowe Price (Canada), Inc. ( TRP Canada ), T. Rowe Price Singapore Private Ltd. ( TRPSING ) and T. Rowe Price Hong Kong Limited ( TRPHK ).
TRPIL is also registered with the United Kingdoms Financial Conduct Authority ( FCA ).
TRPIL is also subject to regulation by the Financial Services Association/Kanto Local Finance Bureau ( KLFB ) (Japan) as well as the Dubai Financial Services Authority (in respect of its DFIC Representative Office.
TRPHK is also registered with the Securities and Futures Commission ( SFC ) (Hong Kong).
TRPSING is also registered with the Monetary Authority of Singapore ( MAS ) (Singapore).
TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec) and the Alberta Securities Commission.
All advisers affiliated with Group will be referred to collectively as the Price Advisers unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.
Adviser Act Requirements for Supervised Persons . The Advisers Act requires investment advisers to adopt codes that:
·
establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;
·
require Supervised Persons to comply with all applicable securities laws, including:
o
Securities Act of 1933
o
Securities Exchange Act of 1934
o
Sarbanes Oxley Act of 2002
o
Investment Company Act of 1940
o
Investment Advisers Act of 1940
o
Gramm-Leach-Bliley Privacy Act
o
Any rules adopted by the SEC under any of the foregoing Acts; and
o
Bank Secrecy Act as it applies to mutual funds and investment advisers and any rules adopted under that Act by the SEC or the United States Department of the Treasury;
1-3
·
require Supervised Persons to report violations of the code promptly to the advisers Chief Compliance Officer or his or her designee if the Chief Compliance Officer also receives reports of all violations; and
·
require the adviser to provide each Supervised Person with a copy of the code and any amendments and requiring Supervised Persons to provide the adviser with written acknowledgement of receipt of the code and any amendments.
Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.
NASDAQ Requirements . Nasdaq Stock Market, Inc. ( NASDAQ ) rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this NASDAQ requirement. A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Groups Board of Directors and reported as required by the pertinent NASDAQ rule.
What the Code Does Not Cover . The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. ( Investment Services ) is regulated by the Financial Industry Regulatory Authority ( FINRA ) and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPIL and TRP Canada are subject to several non-U.S. regulatory authorities as described on page 1-3 of this Code.
Sarbanes-Oxley Codes . The principal Executive and Senior Financial Officers of Price Group and the Price Funds are also subject to codes (collectively the S-O Codes ) adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 ( Sarbanes-Oxley Act ). These S-O Codes, which are available along with this Code on the firms intranet site, are supplementary to this Code, but administered separately from it and each other.
Compliance Procedures for Funds and Federal Advisers . Under rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the funds advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.
Compliance with the Code . Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be subject to disciplinary action, up to and including termination, for refusing to cooperate with an internal or external investigation. An
1-4
employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code. The names of the members of the Management Committee are included in Appendix A to this Code.
Questions Regarding the Code . Questions regarding the Code should be referred as follows:
1.
Standards of Conduct of Price Group and Its Personnel: the Chairperson of the Ethics Committee, the Director of Human Resources, or the TRP International Compliance Team.
2.
Statement of Policy on Gifts and Business Entertainment: the Legal Department ( Legal Department ) or the TRP International Compliance Team.
3.
Statement of Policy on Material, Inside (Non-Public) Information: the Legal Department or the TRP International Compliance Team.
4.
Statement of Policy on Securities Transactions: For U.S. personnel: the Chairperson of the Ethics Committee or his or her designee; for International personnel: the TRP International Compliance Team.
5.
Statement of Policy with Respect to Computer Security and Related Issues: Enterprise Security, the Legal Department or the TRP International Compliance Team.
6.
Statement of Policy on Compliance with Antitrust Laws: Legal Department.
7.
Statement of Policies and Procedures on Privacy: Legal Department or the TRP International Compliance Team.
For additional information, consult Appendix A following the Standards of Conduct section of the Code.
1-5
STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL
Allocation of Brokerage Policy . The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part 2A of Form ADV of each of the Price Advisers. The Form ADV is each Price Advisers registration statement filed with the SEC. It is imperative that all employees, especially those who are in a position to make recommendations regarding brokerage allocation or who are authorized to select brokers that will execute securities transactions on behalf of our clients, read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers allocation policies for client brokerage should be addressed to the designated contact person(s) of the U.S. Equity or Fixed Income or the International Committee, as appropriate (s ee APPENDIX A ).
Annual Compliance Certification . Each year, each person subject to the Code ( see page 1-2) is required to complete an Annual Compliance Certification (ACC) regarding his or her compliance with various provisions of this Code, including its policies on personal securities transactions and material, inside information. In addition, the ACC asks a variety of questions regarding potential conflicts of interests relating to relationships of each person and their family members with various entities, including but not limited to, clients, broker-dealers, non-profit organizations, and vendors. Please notify Code Compliance (via the Code of Ethics mailbox) should any responses to these questions change during the subsequent calendar year. Each Access Person (defined on page 5-3), except the independent directors of the Price Funds, must file an Initial Holdings Report ( see page 5-30) as well as complete the ACC which will include a reporting and certification of securities accounts and holdings.
Anti-Bribery Laws and Prohibitions Against Illegal Payments . State, United States, and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment. The U.S Foreign Corrupt Practices Act ( FCPA ) makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage. The term government official is broadly defined to include any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality thereof, or for or on behalf of any such public international organization, and any political party, party official or candidate for public office.
Additionally, the U.K Bribery Act 2010 ( the Bribery Act ) contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties. Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.
Under these Anti-bribery laws, actions constituting a bribe or illegal payment are interpreted
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broadly and could include excessive, repeated or lavish entertainment and/or gifts. Associates must adhere to the guidelines of gift and business entertainment policies and, if required by the applicable policy, indicate in the reporting process whether a recipient of a gift or business entertainment is a government official.
If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department. Also, an anonymous Hotline (888-651-6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.
Antitrust . The United States antitrust laws are designed to ensure fair competition and preserve the free enterprise system. The United Kingdom and the European Union have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws. All employees should read and understand this Statement ( see page 7-1).
Anti-Money Laundering . Certain subsidiaries of Price Group are subject to the laws and regulations of the United States, United Kingdom and the other jurisdictions in which they do business regarding the prevention and detection of money laundering. For example, under the U.S. Patriot Act, the affected subsidiaries must develop internal policies, procedures and controls to combat money laundering, designate a Compliance Officer for the anti-money laundering program, implement employee training in this area, and ensure that an independent review of the adequacy of controls and procedures in this area occurs annually. In addition, the anti-money laundering program must include a Customer Identification Program ( CIP ). Each of these entities has specific procedures in this area, by which its employees must abide.
Appropriate Conduct . Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office, and at company-sponsored events. Inappropriate behavior reflects poorly on the associate and may impact TRP. Supervisors should be especially mindful that they should set the standard for appropriate behavior.
Charitable Contributions . Employees should be sensitive to a possible perception of undue influence before making or requesting charitable contributions to or from a client, prospect, vendor, or other business contact. Under certain Anti-bribery laws, regulators may consider charitable contributions to be improper payments, even when the person who has requested that the contribution be made receives no direct monetary benefit. Accordingly, when making charitable contributions in response to requests from business contacts, associates must be mindful of how Anti-bribery laws could be implicated. In no case should charitable contributions be made on a quid pro quo basis.
Supervision of Charitable Contribution Requests. Supervisors, managers and, as appropriate, Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contact and our requests to clients, vendors, and other business contacts for charitable contributions comply with these guidelines as well as
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respective departmental policies. Charitable contributions should be considered as separate and distinct from marketing and advertising expenditures. If you have any questions about a proposed charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.
Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions. On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation. In those instances where the T. Rowe Price Foundation does not make the contribution, the decision about the charitable contribution is made by the T. Rowe Price entity, subject to the following conditions:
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the amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;
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there is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;
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if the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Controls Specially Designated Nationals List;
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the contribution should be made payable directly to the charity; and
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the personnel of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.
In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval.
Some broker/dealers sponsor days, often referred to as miracle days, where they pledge that proceeds received on that day will be donated to a specific charity. Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker/dealer in support of such an event at either a clients or the broker/dealers request. The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a miracle day or similar time and thus benefit a charity.
Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions. On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution. If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics and
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Conduct or FINRA issues arise. For example, a plan fiduciary might mention that her husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research. The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.
However, personal charitable contributions, made in the name of and for the benefit of a business contact should be treated as gifts to the business contact. For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon. For business contacts related to T. Rowe Price fund business or other broker/dealer-related business, contributions of the latter type are subject to FINRAs $100 limit. For other business activities not regulated by FINRA, contributions in excess of $100 must be approved by the Chairperson of the Ethics Committee before they are given.
Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before requesting a client, vendor, or other business contact or an employee of such an entity to make a charitable contribution. In no case should such a request be made on a quid pro quo basis. If you have any questions about requesting a charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.
NASDAQ Listing Rules. Under the NASDAQ listing rules, specific restrictions may apply to contributions to a charitable organization for which an independent director of
T. Rowe Price Group, Inc. serves as an officer. Specifically, contributions to such organizations during a fiscal year may not exceed the higher of five percent of the organizations revenues or $200,000. Contributions in excess of these thresholds may invalidate a directors independent classification.
Computer Security . Computer systems and programs play a central role in Price Groups operations. To establish appropriate computer security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy with Respect to Computer Security and Related Issues. You should read and understand this Statement ( see page 6-Error! Bookmar).
Conflicts of Interest . All employees must avoid placing themselves in a compromising position where their interests may be in conflict with those of Price Group or its clients.
Relationships with Profitmaking Enterprises . Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.
General Prohibitions . Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firms client accounts. In addition, an employee
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may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker/dealer, investment adviser or insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer (CCO) of the broker/dealer. An employee also may not become independently registered as an investment adviser.
Approval Process . Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employees supervisor. If the employee is a registered representative of T. Rowe Price Investment Services (TRPIS), he or she must provide the Legal Registration Group with written notice. Any reported outside business activity of a registered representative is reviewed by the TRPIS Chief Compliance Officer, or designee, in order to determine if disclosure to FINRA is required.
Review by Ethics Committee . If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interest of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise, employment by another firm in the securities industry, or self-employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final. See below for a discussion of relationships with financial services firms.
Approved Service as Director or Similar Position . Certain employees may serve as directors or as members of creditor committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.
Service with Nonprofitmaking Organizations . Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.
Approval Process . The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.
By Supervisor . An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee, or member of the Board of Directors of any non-profit organization.
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By Ethics Committee Chairperson . If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker/dealer before accepting the position.
Although individuals serving as officers, Board members or trustees for non-profitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations ( e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.
Relationships with Financial Service Firms . In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker/dealers, investment advisers or other companies engaged in the mutual fund industry. Of course, all such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.
If any member of employees immediate family is employed by, or has a partnership interest in a broker/dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.
An ownership interest of 0.5% or more in any entity, including a broker/dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Section ( see page 5-29).
Relationships with a Bank. In order to avoid any regulatory conflicts of interests associated with an outside business activity associated with a bank, employees are required to obtain prior written approval before engaging in any outside business activity with a bank.
Approval Process. Any outside business activity with a bank, such as a second job, must be obtained in writing by the employees supervisor and by the Chairperson of the Ethics Committee, or his designee.
Existing Relationships with Potential Vendors . If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any on-going
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personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.
Investment in Client/Vendor Company Stock . In some instances, existing or prospective clients ( e.g ., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:
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employees are prohibited from providing any internal information ( e.g , internal ratings or plans for future Price fund or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department or otherwise allowed by the Code under the sections entitled Investment Research and Information about the Price Funds ( see page 2-9), and
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investment decisions of employees regarding a clients or vendors securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the clients or vendors securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.
In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non-Public) Information , which is part of this Code ( see page 4-1).
Conflicts in Connection with Proxy Voting . If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firms proxy voting policies.
Confidentiality . The exercise of confidentiality extends to the major areas of our operations, including internal operating procedures and planning; clients, fund shareholders and TRP Brokerage customers; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while an individual is associated with the firm, but also after he or she terminates that association.
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Internal Operating Procedures and Planning . During the years we have been in business, a great deal of creative talent has been used to develop specialized and unique methods of operations and portfolio management. In many cases, we feel these methods give us an advantage over our competitors and we do not want these ideas disseminated outside our firm. Accordingly, you should be guarded in discussing our business practices with outsiders. Any requests from outsiders for specific information of this type should be cleared with the appropriate supervisor before it is released.
Also, from time to time management holds meetings in which material, non-public information concerning the firms future plans is disclosed. You should never discuss confidential information with, or provide copies of written material concerning the firms internal operating procedures or projections for the future to, unauthorized persons outside the firm.
Clients, Fund Shareholders, and TRP Brokerage Customers . In many instances, when clients subscribe to our services, we ask them to fully disclose their financial status and needs. This is done only after we have assured them that every member of our organization will hold this information in strict confidence. It is essential that we respect their trust. A simple rule for you to follow is that the names of our clients, fund shareholders, or TRP Brokerage customers or any information pertaining to their investments must never be divulged to anyone outside the firm, not even to members of their immediate families, without appropriate authorization, and must never be used as a basis for personal trades over which you have beneficial interest or control.
Third Parties . In contracts with vendors and other third parties with which we have business dealings, the firm may enter into obligations to protect the confidentiality of information received from third parties. Such information may include software, business information concerning the third party or the terms and pricing of the contractual arrangement. This information must be protected in the same manner that the firms own confidential information is protected.
In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy , which is part of this Code ( see page 8-1).
Investment Advice . Because of the fine reputation our firm enjoys, there is a great deal of public interest in what we are doing in the market. There are two major considerations that dictate why we must not provide investment tips:
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From the point of view of our clients, it is not fair to give other people information which clients must purchase.
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From the point of view of the firm, it is not desirable to create an outside demand for a stock when we are trying to buy it for our clients, as this will only serve to push the price up. The reverse is true if we are selling. Therefore, disclosure of our trading interests could have a negative impact on the firms ability to execute trades at the best price.
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In light of these considerations, you must never disclose to outsiders our buy and sell recommendations, current orders or recent transactions, securities we are considering for future investment, or the portfolio holdings of our clients or mutual funds without specific firm authorization.
The practice of giving investment advice informally to members of your immediate family should be restricted to very close relatives. Any transactions resulting from such advice are subject to the prior transaction clearance (Access persons only except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of the Statement of Policy on Securities Transactions. Under no circumstances should you receive compensation directly or indirectly (other than from a Price Adviser or an affiliate) for rendering advice to either clients or non-clients.
Investment Research . Any report circulated by a research analyst is confidential in its entirety and should not be reproduced or shown to anyone outside of our organization, except our clients where appropriate. If a circumstance arises where it may be appropriate to share this information otherwise, the Chairperson of the Ethics Committee should be consulted first.
Employee Information . For business and regulatory purposes, the firm collects and maintains information ( e.g., social security number, date of birth, home address) about its employees, temporaries and consultants. You may not use such information for any non-business or non-regulatory purpose or disclose it to anyone outside the firm without specific authorization from the Legal Department or the TRP International Compliance Team.
Information About the Price Funds . The Price Funds have adopted policies and procedures with respect to the selective disclosure of information about the Price Funds and their portfolio holdings. These are set forth on the firms intranet under Departments/Corporate/Legal/TRP Policy and Procedures Documents/Legal/Mutual Funds/Portfolio Information Release Policy and Matrix of Supplementary Fund Data. All Associates are charged with informing themselves of, and adhering to, these Policies and Procedures and may not release any information about the Price Funds that would be harmful to the Price Funds or their shareholders.
Understanding as to Clients Accounts and Company Records at Time of Termination of Association. The accounts of clients, mutual fund shareholders, and TRP Brokerage customers are not the property of any employee; they are accounts of one of Price Groups affiliates. This includes the accounts of clients for which one or more of the Price Advisers acts as investment adviser, regardless of how or through whom the client relationship originated and regardless of who may be the counselor for a particular client. At the time of termination of association with Price Group, you must: (1) surrender to Price Group in good condition all materials, reports or records (including all copies in your possession or subject to your control) developed by you or any other person that are considered confidential information of Price Group; and (2) refrain from communicating,
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transmitting or making known to any person or firm any information relating to any materials or matters whatsoever that are considered by Price Group to be confidential.
HIPAA . The firms Flexible Benefits Plan has adopted a specific Privacy Notice regarding the personal health information of participants in compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). A copy of the HIPAA Privacy Notice can be found on the firms intranet under "healthandwelfare">Departments/Corporate/Human Resources/Benefits/HIPAA Privacy Notice.
Expense Payments and Reimbursements. As a general rule, T. Rowe Price will not pay or reimburse expenses, such as travel, accommodation and meals, to a business contact and will not accept payment or reimbursement from a business contact for those types of expenses. Exceptions may only be granted with approval of the employees supervisor and Division Head and the Chairperson of the Ethics Committee. Business units may adopt policies and procedures that permit T. Rowe Price to pay or reimburse expenses incurred by business contacts for attendance at certain T. Rowe Price sponsored events. Such policies and procedures must contain provisions that describe the circumstances in which such payments are allowed and the controls and conditions that will apply. Additionally, the policies and procedures must be approved by the Division Head and the Chairperson of the Ethics Committee. This general rule does not apply to business entertainment which is covered in the Statement of Policy on Gifts and Business Entertainment beginning on page 3-1.
Financial Reporting . Price Groups records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. Refer to Responsibility to Report Violations on page 2-16.
Gifts and Entertainment . The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in the Code in the Statement of Policy on Gifts and Entertainment. All employees should read and understand this Statement ( see page 3-1).
Human Resources . You should consult the appropriate Associate Handbook for more information on the policies discussed in this section and other Human Resources policies.
Equal Opportunity . Price Group is committed to the principles of equal employment opportunity (EEO) and the maximum optimization of our associates abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy, or any other classification protected by federal, state or local laws.
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This commitment to Equal Opportunity covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits.
All associates of T. Rowe Price are expected to comply with the spirit and intent of our Equal Employment Opportunity Policy.
If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.
Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group employees and customers and restrict the firms ability to carry out its mission. Personnel must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.
Policy Against Harassment and Discrimination . Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity. Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination and harassment.
Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy, or any other classification protected by federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips.
If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.
Health and Safety in the Workplace . Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them perform their jobs effectively.
Use of Employee Likenesses and Information . Employees consent to the use of their names, biographical information, images, job descriptions and
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other relevant business data for any work-related purpose. A work-related purpose includes any T. Rowe Price sponsored community or charitable event.
Employment of Former Government and Self-Regulatory Organization Employees. United States laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the United States or internationally, guidance must be obtained from the Legal Department.
Inside Information . The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., U.K., and other international, state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information ( see page 4-1).
Investment Clubs . The following discussion of obligations of Access Persons does not apply to the independent directors of the Price Funds. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or his or her designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control ( see page 5-4) through investment clubs are subject to the firms Statement of Policy on Securities Transactions. As described on page 5-3, approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouses participation in the club and has no investment control or input into decisions regarding the clubs securities transactions. Non-Access Persons (defined on page 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.
Marketing and Sales Activities . All written and oral marketing materials and presentations (including performance data) (e.g., advertisements; sales literature) must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards ( GIPS ), FCA, and other applicable international requirements. All such materials (whether for the Price Funds, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department or the TRP International compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.
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Outside Business Activities. Please refer to the Conflicts of Interest section ( see page 2-4) cited earlier in this Standards of Conduct section of the Code.
Past and Current Litigation and Inquiries from Regulators or Governmental Organizations. As a condition of employment, each new employee is required to answer a questionnaire regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained through these questionnaires to answer questions asked on governmental and self-regulatory organization registration forms and for insurance and bonding purposes.
Each employee is responsible for keeping questionnaire responses pertaining to past and current civil (including arbitrations) and criminal actions and certain regulatory matters updated (notify Legal Compliance). An employee should notify Human Resources and either the Legal Department or the TRP International Compliance Team promptly if he or she:
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Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a United States (federal, state, or local), foreign or military court, or
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Becomes the subject of a Regulatory Action, which includes any action by the SEC, the FCA, the SFC, the MAS, the KLFB, The Netherland Authority for the Financial Markets, the Danish Financial Supervisory Authority, the Swedish Financial Supervisory Authority, the CSSF, and the Ontario, Manitoba, British Columbia and Alberta Securities Commissions, a state, a foreign government, a federal, state or foreign regulatory agency or any domestic or foreign self-regulatory organization relating to securities or investment activities, dishonesty, breach of trust, or money laundering as well as any court proceeding that has or could result in a judicial finding of a violation of statutes or regulations related to such activities or in an injunction in connection with any such activities,
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Receives an inquiry from any regulator or governmental authority.
Political Activities and Contributions . Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the Pay to Play rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executive or employees, to state and local government officials in the United States may be perceived to improperly influence the award of government investment business. Generally, the Rule prohibit an investment adviser from providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The Rule affects T. Rowe Price and its employees because government entities use the firms advisory services and also invest in T. Rowe Price mutual funds.
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The firm has adopted a Statement of Policy Regarding Political Contributions (the Political Contributions Policy or Policy ) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price associates globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political party, Political Action Committee ( PAC ), political organization, or bond ballot campaign in the United States. Additionally, associates are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC, political organization, or bond ballot campaign in the United States. Additionally, associates are prohibited from doing anything indirectly that, if done directly, would violate this Policy.
Any questions about the Political Contributions Policy should be directed to the Political Contribution Requests mailbox.
In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis. Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the United States Municipal Securities Rulemaking Board ( MSRB ). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.
United States law prohibits corporate contributions to campaign elections for federal office ( e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.
No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.
T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees. Additionally, the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.
T. Rowe Price does not have a PAC. However, T. Rowe Price has granted permission to the Investment Company Institutes PAC ( ICI PAC ), which serves the interests of the Investment company industry, to solicit T. Rowe Prices senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.
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As noted above, the SEC rule prohibits most solicitation activities. To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Prices policies regarding solicitation. These include the following:
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It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.
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It must be clear that any contribution is entirely voluntary .
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T. Rowe Prices stationery and email system may not be used.
An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.
Lobbying . It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that states lobbying laws. For example, in Maryland, if $2,500 of a persons compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a states officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.
Professional Designations . It is the supervisors responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use on a business card or letterhead, is a valid designation issued by a reputable credentialing organization. In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation, it is relevant to his or her job and is authorized to use it. Any questions should be directed to the Legal Department.
Protection of Corporate Assets . All personnel are responsible for taking measures to ensure that Price Groups assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary research or marketing information, corporate trademarks and service marks, copyrights, client relationships, and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firms interests.
Quality of Services . It is a continuing policy of Price Group to provide investment products and services that: (1) meet applicable laws, regulations and industry standards; (2) are offered to the public in a manner that ensures that
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each client/shareholder understands the objectives of each investment product selected; and (3) are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.
The quality of Price Groups investment products and services and operations affects our reputation, productivity, profitability, and market position. Price Groups goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.
Record Retention and Destruction . Under various U.S., U.K., other international state, and other governmental laws and regulations, certain of Price Groups subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. For example, U.S. law generally requires an investment adviser to retain required records in a readily accessible location for not less than five years from the end of the fiscal year during which the record was made (the current year and the two immediately preceding years in an appropriate office of the adviser), although some records may be required to be retained longer depending on their nature. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team.
You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be torn up or shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.
The firm is legally prohibited from destroying any existing records that may be relevant to any current, pending or threatened litigation, or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports, or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.
All personnel are responsible for adhering to the firms record maintenance, retention, and destruction policies.
In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy , which is part of this Code ( see page 8-1).
Referral Fees . United States securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to us ( e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). FCA also prohibits the offering of any inducement likely to conflict with the duties
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of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.
Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Groups corporate affairs, mutual funds, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Corporate Communications/Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular funds investment strategy or market outlook may use their own discretion, but are advised to check with the appropriate Corporate Communications/Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Corporate Communications/Public Relations contact persons are listed in Appendix A. Please refer to the Global Media Engagement Guidelines located on the Exchange for additional information.
Responsibility to Report Violations . The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.
General Obligation . If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser ( Chief Compliance Officer ) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. Officers and employees may also contact any governmental and/or regulatory authority (e.g. SEC and FINRA in the U.S., FCA in the U.K., SFC in Hong Kong, etc.). Refer to Appendix A regarding the Chief Compliance Officer to whom reports should be made.
It is Price Groups policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.
Sarbanes-Oxley Whistleblower Procedures . Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures ( Procedures ) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the repository of the firms policies and procedures ( Repository ) on the intranet.
Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc., The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential
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to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.
Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firms Repository.
Circulation of Rumors . Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security. You must promptly report to the Legal Department any circumstance which would reasonably lead you to believe that such a rumor might have been originated or circulated.
Service as Trustee, Executor or Personal Representative . You may serve as the trustee, co-trustee, executor or personal representative for the estate of or a trust created by close family members. You may also serve in such capacities for estates or trusts created by nonfamily members. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, he or she must first be granted permission by the Ethics Committee. If you serve in any of these capacities, securities transactions affected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. If you presently serve in any of these capacities for nonfamily members, you should report the relationship in writing to the Ethics Committee.
Speaking Engagements and Publications . Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm, as it enhances our public relations, but you should obtain approval from your supervisor and the head of your Division, if different, before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and the head of your Division, if different, and provided the course is in compliance with the Guidelines found in Investment Services Compliance Manual.
Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and the head of your Division, if different.
Social Media . Social media sites such as Facebook, Twitter, YouTube, and LinkedIn have experienced significant growth during the past few years. While T. Rowe Price does not discourage its associates from using social media for personal use on their personal time, it is important to understand what is expected and required when associates use social media, especially in regards to topics relating to the firm.
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Associates may not discuss the business of T. Rowe Price, including our products and services, on social networking channels unless authorized to do so. If a social media site is used for business purposes, by designated T. Rowe Price associates, communications posted through it are subject to the same regulatory and other restrictions as communications sent by more traditional methods, such as email, printed letters, or advertisements. Therefore, such sites may only be used for business-related purposes with approval from the Legal Department. T. Rowe Price regularly monitors online discussions and entries that might involve or mention T. Rowe Price.
Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media. The policy applies whenever using social media, whether in a personally identifiable way or anonymously.
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APPENDIX A TO THE T. ROWE PRICE GROUP, INC.
CODE OF ETHICS AND CONDUCT
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Brokerage and Trading Control Committees . There are two Brokerage and Trading Control Committees which set the policy regarding the allocation of client brokerage. For more information contact Thea Williams of the Fixed Income Committee or Clive Williams of the Equity Committee.
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Chief Compliance Officer . The Chief Compliance Officer of the U.S. Price Advisers (i.e., TRPA, TRPAS, ) is John Gilner. The Chief Compliance Officer of TRP Canada is Ryan Nolan. The Chief Compliance Officer of the International Price Advisers (i.e., TRPIL, TRPHK, TRPSING) is Jeremy Fisher. The Chief Compliance Officer of the broker/dealer, T. Rowe Price Investment Services, Inc., is Stephanie Mumford.
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Ethics Committee . Justin Thomson, David Oestreicher, Andy Brooks, Greg McCrickard, Justin Gerbereux, John Gilner, Deanna Fidler, and David Wallack.
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Chairperson of the Ethics Committee . The Chairperson of the Ethics Committee is John Gilner. Requests regarding IPOs and private placement investments should be directed to Gary Greb.
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Code Compliance Team . Gary Greb and Cody Potter.
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TRP International Compliance Team . Jeremy Fisher, Carol Bambrough, Lucy Harding, Andrea Osborne, Sam Crowther, Florence Ibiam, James Lawson, Hector Thompson, and Louise Johnson in London; Kitty Chau, Dolby Chan, and Iris Yeung in Hong Kong; and Tateomi Fujino in Tokyo.
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Designated Person, TRP International Compliance Team . Kitty Chau, Matt Coppin, Louise Johnson, Larry Siu, and Jeremy Fisher.
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Designated Person, Regulatory Reporting Section . Gary Greb and Mike Noppinger.
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Management Committee . Christopher Alderson, Edward Bernard, Scott David, Deanna Fidler, Robert Higginbotham, Brian Rogers, Rob Sharps, William Stromberg, Eric Veiel, and Ted Wiese.
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Corporate Communications/Public Relations Contacts . Edward Giltenan (Head), Bill Benintende, Thomasin Mullen, Bill Weeks,and Anne Read in London.
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Social Media Contacts . Danielle Nicholson Smith for legal and advertising regulatory matters. Meara Ranadive for policy and/or permissible activity matters.
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STATEMENT OF POLICY ON GIFTS AND BUSINESS ENTERTAINMENT
T. Rowe Price adopted this policy to govern the receipt and giving of gifts and business entertainment by all employees of T. Rowe Price globally (Associates). The giving and receiving of gifts and business entertainment must be carefully considered by Associates to avoid even the appearance of conflicts of interest.
Associates are encouraged to ask for guidance about how to apply this policy in advance of giving or receiving a gift or business entertainment. Questions can be directed to your manager or to the Legal Department.
The Code and laws in numerous jurisdictions regulate gifts and entertainment to ensure that such practices do not constitute the direct or indirect provision or receipt of bribes, kickbacks, quid pro quos, or other corrupt practices. Please refer to the Foreign Corrupt Practices Act and Other Illegal Payments section of the Code and the firms Compliance Policy and Program Statement Relating To Anti-Bribery Laws and Prohibitions Against Illegal Payments.
Specific controls are applicable to ERISA plans and certain other regulatory regimes see Jurisdictions and Specific Requirements section.
Gifts
The term gift has a broad meaning, including merchandise, gratuities and the use of property or facilities for weekends, vacations, and trips, including transportation and lodging costs, but does not include items of nominal value (defined later in this policy).
General rules for all Associates:
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You may not give gifts in excess of US$100 (aggregate annual limit per business contact). You may not receive gifts in excess of US$100 (aggregate annual limit per organization). Please note that gifts given to a business contacts family member (e.g., spouse or children) will count towards the US$100 annual gift limit for that business contact.
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You may not accept gifts from broker-dealers.
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You may not give gifts to or receive gifts from a vendor, client, prospect, or a lead manager of a consultant who has active negotiations or Requests For Proposals (RFPs) for services or products.
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Any gift, given or received, must be reported .
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Gifts may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.
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Gifts of cash or cash equivalents may not be given or received.
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Items of Nominal Value
Other than as noted in the Jurisdictions and Specific Requirements section of this policy, the term gift as described in this policy does not include an item of nominal value. Items with a value of US$50 or less are regarded as nominal items. For example, items such as pens, notepads, modest desk ornaments, or items that display the giving firms logo, which are typically given out at conferences or elsewhere, would generally fall within this exclusion. If an item is to be given in connection with the broker/dealers business, its value must not exceed US$50 and the item must have the TRP corporate logo permanently affixed to be exempt from the definition of gift.
Personal Gift Exclusion
A personal gift given or received in recognition of a life event, such as a baby or wedding gift, does not fall within this policy provided the gift is not in relation to the business of the employer of the recipient. There should be a pre-existing personal or family relationship between the giver and the recipient. The giver, not the firm, should pay for the gift. In addition, if an Associate is giving a gift in recognition of a life event, the giver must obtain prior approval from his/her supervisor, Business Unit Head if different, and the Chairperson of the Ethics Committee. If these conditions are met, the recordkeeping requirements and the US$100 limit do not apply.
Gifts Received By Attendees at An Event
Any gift or gifts received by Associates at an event (e.g., industry conference, vendor user conference, investor relations event, etc.), other than nominal gifts (see above), must be reported and the total value cannot exceed the US$100 gift limit. If an event provides a gift or gifts with a value greater than US$100, Associates may decline to accept the gift, donate it to charity or, with the approval of the Chairperson of the Ethics Committee, present the gift to the Associates Business Unit for a random draw of an identified group of associates of an appropriate size.
Group Gifts
When a group gift valued at up to US$100 (e.g., chocolate assortment) is sent by a T. Rowe Price Associate, the gift report must identify the name of at least one contact at the receiving organization. If an Associate or a T. Rowe Price department receives a gift that is valued in excess of the US$100 limit, it can be shared amongst Associates provided no single Associates share of the gift exceeds the US$100 limit. Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random draw of an identified group of associates of an appropriate size or donate it to charity.
Recurring Gifts
Tickets or other gifts (including nominal value gifts) may not be given nor accepted from a business contact or firm on a standing, recurring, or ongoing basis. Supervisors are responsible for monitoring how frequently their Associates receive and give gifts to/from specific business contacts to avoid potential conflicts of interest.
Calculation of Value
Gifts should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of a gift is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.
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Business Entertainment
Entertainment must serve a legitimate and appropriate business purpose (Business Entertainment). Generally, business entertainment includes meals and sporting events with business contacts (e.g., clients or vendors). Associates should be mindful that business entertainment should generally not be solicited and only accepted after an invitation from your host. Both the Associate and the business contact must be in attendance for an event to be classified as business entertainment. Business entertainment should not be so frequent or so lavish with the same business contact or client, that when viewed in its entirety, it could be viewed as a potential conflict of interest. See Jurisdictions and Specific Requirements for additional restrictions on Business Entertainment.
Reporting and Prior Clearance
1.
Business entertainment valued above US$100 per person must be reported.
2.
Business entertainment that exceeds US$250 per person requires prior approval by the Associates Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).
3.
Broker-dealer provision : All meal business entertainment received from broker-dealers above US$100 per person requires prior approval by the Associates Manager and must be reported. All non-meal business entertainment received from broker-dealers, regardless of value, requires prior approval by the Associates Manager and must be reported. T. Rowe Price (or in some cases, the Associate) will pay or reimburse the broker-dealer for such reported business entertainment.
4.
Business entertainment that includes a guest (e.g., spouse or child) requires prior approval by the Associates Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit). Keep in mind that the Associate may need to pay for the cost of the guest.
5.
Business entertainment that does not occur in the normal course of business or is an event of national prominence requires prior approval by the Associates Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).
6.
Business entertainment may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.
Each Business Unit will implement procedures to assess and consider relevant factors when determining if approval should be granted in the circumstances requiring prior approval. For example, factors may include the purpose of the meeting, the nature of the event being conducive to conversation, the exclusivity of the event, the frequency of interaction with the business contact and whether T. Rowe Price or the Associate should be bearing some portion or all of the associated cost.
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Post-Event Approval
In certain situations, an Associate may not be able to ascertain the cost of an event until after its conclusion, such as business dinners. In the event the business entertainment was expected to be within these reporting thresholds (e.g., less than US$250 per person) but unexpectedly exceeds them, the Associate must promptly report such entertainment to his/her Manager for further discussion. In these limited circumstances and after review by the Associates Manager, post-event approval by a Region/Segment Head or Business Unit Head (as determined by the Business Unit) will be considered to be in compliance with this policy.
Transportation and Lodging
Generally, the cost of transportation and lodging expenses associated with business entertainment should be borne by the party using the transportation or lodging. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.
Active RFPs/Business Transactions
Associates may not entertain key decision makers of a vendor, prospect or current client (or their lead manager consultant) with an active RFP or where material negotiations of specific business or transactions are taking place. Key decision makers are those individuals who have significant influence on the decision related to the RFP or transaction which would include an ERISA plan fiduciary representative. However, meals closely associated with substantive business meetings (i.e., plan reviews, due diligence visits, investment reviews, educational sessions) are permitted.
Large-Scale Events
The cost-per-individual at an event (e.g., industry conference, vendor user conference, investor relations event) is not counted towards US$250 prior approval threshold provided that the conference has a reasonable relationship to the duties of the attending Associate(s) and the expenses for attendance are reasonable in light of the benefits afforded to the firm by such attendance. Associates should keep in mind that if there are separate excursions or other entertainment connected with the large-scale event (e.g., golf outings, boating trips etc.) then the reporting and prior clearance requirements will apply to these separate events.
Calculation of Value
Business entertainment should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of an event is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.
Jurisdictions and Specific Requirements
In addition to the general gift and entertainment rules in this policy, certain jurisdictions or regulators may impose restrictions that are more stringent than the general provisions of this policy. The following sets forth a summary of those restrictions.
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U.S. - ERISA Covered Plans: US$250 Annual Limit
In accordance with guidance from the U.S. Department of Labor, the annual limit on gifts and business entertainment provided to an ERISA plan fiduciary representative (including plan advisers serving in a fiduciary capacity) is US$250. All gifts and business entertainment provided to a business contact count towards this US$250 limit except as provided below, and must be prior approved by the Associates Manager or Region/Segment Head (as determined by the Business Unit).
1.
Meals provided to business contacts at educational conferences, including T. Rowe Price hosted conferences; do not count towards the US$250 annual limit.
2.
Meals provided to business contacts and closely associated with substantive business meetings (e.g., plan reviews, due diligence visits, investment reviews, educational sessions) do not count towards the US$250 annual limit, but are subject to this policys reporting and prior clearance rules.
3.
Items of nominal value are not subject to this policys reporting requirements and do not count towards the US$250 annual limit. Generally, items that are less than US$10 are deemed to have nominal value. For the avoidance of doubt, any item that has a value greater than US$10, including items with a corporate logo permanently affixed, count towards the US$250 annual limit and must be reported.
Note that all gifts, business entertainment, and meals given to or attended by guests of the business contact(s) (including in the context of an educational conference) count towards the US$250 annual limit and are subject to this policys reporting and prior clearance rules.
In certain circumstances, the Legal Department may grant an exception to the T. Rowe Price annual limit subject to compliance with the U.S. Department of Labor limits.
Country and U.S. State Specific Requirements
Countries and U.S. states may adopt rules that govern the provision of gifts and business entertainment. Such rules may impose strict dollar limits or prohibitions on providing gifts and business entertainment which may be more restrictive than this policy. Additionally, these rules may impose increased reporting requirements on Associates. The Legal Department will work with business units to inform them of these jurisdictions specific rules.
Reporting
It is ultimately the Associates responsibility to properly report gifts and business entertainment, whether given or received, in accordance with each business units reporting procedures. All gifts must be reported within ten business days. All business entertainment must be reported promptly.
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All gifts and business entertainment reports will be available for review by Legal/Compliance, including International Compliance, in conjunction with their responsibility to oversee our firm-wide compliance.
The U.S. Department of Labor has established strict gift and entertainment reporting rules relative to ERISA clients. All gifts and business entertainment of US$10 or more accepted from, provided to, or in relation to ERISA clients should be reported under the Associates business units procedures.
Chair of the Ethics Committee
Special circumstances may arise that would require the review of the Chair of the Ethics Committee and may result in exceptions being granted to part or all of this policy.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
MATERIAL, INSIDE (NON-PUBLIC) INFORMATION
Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel ( e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the United States, the United Kingdom, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds and clients ( see page 4-9).
Purpose of Statement of Policy. As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information. The purpose of this Statement of Policy ( Statement ) is to describe and explain: (i) the general legal prohibitions and sanctions regarding insider trading under both U.S. and U.K. law and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firms educational program regarding insider trading. Additionally, the United States Insider Trading and Securities Fraud Enforcement Act ( Act ) requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.
Many jurisdictions, including Honk Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information. While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally. There is, however, no substitute for knowledge of local laws and regulations. Employees are expected to understand the relevant local requirements where they work and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal Department or the TRP International Compliance Team.
Price Group has also adopted a Statement of Policy on Securities Transactions ( see page 5-1), which requires both Access Persons (see page 5-3) and Non-Access Persons ( see page 5-4) to obtain prior transaction clearance with respect to their transactions in Price Group stock and requires Access Persons to obtain prior transaction clearance with respect to all pertinent securities transactions. In addition, both Access Persons and Non-Access Persons are required to report covered securities transactions on a timely basis to the firm. The independent directors of the Price Funds, although Access Persons, are not subject to prior transaction clearance requirements and are subject to modified reporting as described on pages 5-21 to 5-23.
The Basic Insider Trading Prohibition. The insider trading doctrine under United States securities laws generally prohibits any person (including investment advisers) from:
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trading in a security while in possession of material, non-public information regarding the issuer of the security;
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tipping such information to others;
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recommending the purchase or sale of securities while in possession of such information;
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assisting someone who is engaged in any of the above activities.
Thus, insider trading is not limited to insiders of the issuer whose securities are being traded. It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A security includes not just equity securities, but any security ( e.g., corporate and municipal debt securities, including securities issued by the federal government).
Need to Know Policy. All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.
Transactions Involving Price Group Stock . You are reminded that you are an insider with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable. You are prohibited from trading Price Group stock (TROW) if you are privy to material, non-public information.
Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:
·
Injunctions;
·
Treble damages;
·
Disgorgement of profits;
·
Criminal fines;
·
Jail sentences;
·
Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and
·
Civil penalties for the controlling entity ( e.g ., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.
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In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved.
The provisions of U.S. and U.K. law discussed below and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal Department or the TRP International Compliance Team, as appropriate.
U.S LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS
Introduction. Insider trading is a top enforcement priority of the United States Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Insider Trading and Securities Fraud Enforcement Act:
Written Procedures . Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.
Penalties. Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel, and other controlling persons who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other controlled persons. Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.
Private Right of Action. Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.
Bounty Payments . Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC, but may not exceed 10 30% of the penalty imposed.
The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and Fair Disclosure, which are discussed later in this Statement.
Basic Concepts of Insider Trading . The four critical concepts under United States law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public and (4) use/possession. Each concept is discussed below.
Fiduciary Duty/Misappropriation . In two decisions, the United States Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.
A typical breach of duty arises when an insider, such as a corporate officer, purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporations shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to
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a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit; that would be enough to find a fiduciary breach.
The concept of who constitutes an insider is broad. It includes officers, directors, and employees of an issuer. In addition, a person can be a temporary insider if he or she enters into a confidential relationship in the conduct of an issuers affairs and, as a result, is given access to information solely for the issuers purpose. A temporary insider can include, among others, an issuers attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information disclosed confidential.
Court decisions have held that under a misappropriation theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.
SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the misappropriation theory of insider trading. It states that a duty of trust or confidence exists in the following circumstances, among others:
(1)
Whenever a person agrees to maintain information in confidence;
(2)
Whenever the person communicating the material nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or
(3)
Whenever a person receives or obtains material non-public information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.
The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.
Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is material. The information need not be so important that it would have changed an investors decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.
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Resolving Close Cases. The United States Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.
Effect on Market Price. Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.
Future Events . The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.
Illustrations. The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuers own shares; a tender offer for another issuers securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.
Non-Public vs. Public Information. Any information that is not public is deemed to be non-public. Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include material information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.
Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their
companies to: (1) the national business and financial newswire services (Dow Jones and Reuters); (2) the national service (Associated Press); and (3) The New York Times and
The Wall Street Journal.
Local Disclosure. An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded, but might not be sufficient for an issuer that has a national market.
Information in SEC Reports . Information contained in reports filed with the SEC will be deemed to be public.
If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public ( i.e ., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to
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allow the information to be fully disseminated. Price Group may also follow Information Barrier procedures, as described on page 4-9 of this Statement.
Concept of Use/Possession . It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the possession standard, as opposed to the caused standard, the following three examples are provided:
First, if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.
Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.
Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.
The SEC has expressed its view about the concept of trading on the basis of material, non-public information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is on the basis material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale.
A persons purchase or sale is not on the basis of material, non-public information if he or she demonstrates that:
(A)
Before becoming aware of the information, the person had:
(1)
Entered into a binding contract to purchase or sell the security;
(2)
Instructed another person to purchase or sell the security for the instructing persons account, or
(3)
Adopted a written plan for trading securities.
When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).
Under Rule 10b5-1, a person other than a natural person ( e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not on the basis of material, non-public
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information if it demonstrates that:
·
The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and
·
The person had implemented reasonable policies and procedures, taking into consideration the nature of the persons business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material, non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material, non-public information, or those that prevent such individuals from becoming aware of such information.
Tender Offers. Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.
Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, nonpublic information to certain persons who would be expected to trade on it. The rule applies only to publicly-traded domestic (U.S.) companies, not to foreign government or foreign private issuers.
Under this rule, whenever:
·
An issuer, or person acting on its behalf,
·
discloses material, non-public information,
·
to securities professionals, institutional investors, broker-dealers, and holders of the issuers securities,
·
the issuer must make public disclosure of that same information,
·
simultaneously (for intentional disclosures), or
·
promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)
Regulation FD does not apply to all of the issuers employees; rather only communication by an issuers senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the Rules coverage, including persons who are subject to a confidentiality
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agreement, credit rating agencies, and temporary insiders, such as the issuers lawyers, investment bankers, or accountants.
Expert Network Services. Expert networks may be used by approved investment staff to supplement the investment process. Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies. Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions. A strict approval process is in place for utilizing a new expert network service. Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.
Information Regarding Price Group.
The illustrations of material information found on page 4-5 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have not intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend was prosecuted, your status as an informant or tipper would directly involve you in the case. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to Price Group you should contact the Legal Department.
Information Regarding T. Rowe Price Funds and Subadvised Funds.
Employees who possess material, non-public information pertaining to a Price Fund or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the funds NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the funds NAV, such as a large subscription by an institutional shareholder or a change in the funds portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to a Price Fund or subadvised fund you should contact the Legal Department.
LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE UNITED STATES
The jurisdictions outside the United States that regulate some T. Rowe Price entities ( see pages 1-2 and 1-3 for a description of these entities and jurisdictions) have laws in this area that are based on principles similar to those of the United States described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you
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have any concerns about local requirements, please contact the TRP International Compliance Team or the Legal Department.
PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION
Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate Legal Compliance person or group and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary.
Specifically, you may not:
·
Trade in securities to which the material, non-public information relates;
·
Disclose the information to others;
·
Recommend purchases or sales of the securities to which the information relates.
If it is determined that the information is material and non-public, the issuer will be placed on either:
·
A Restricted List ( Restricted List ) in order to prohibit trading in the security by both clients and Access Persons; or
·
A Watch List ( Watch List ), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier .
The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal Department and the Regulatory Reporting Section who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if a Designated Person on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact the Regulatory Reporting Section. The Regulatory Reporting Section will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.
The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal Department.
The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate
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business need to know this information.
Process for All Associates.
If an individual subject to the Code believes they may be in possession of material, non-public information (MNPI), Legal should be contacted immediately. The individual may not disclose the information or trade in the security until a determination is made by Legal. US-based personnel should contact the Legal Department in Baltimore and international personnel should contact the International Compliance Team. The respective Compliance personnel will make the determination if the information is material, non-public and if the issuer should be placed on either the Watch List or Restricted List.
When the information is no longer material or non-public, Compliance will remove the issuer from the Watch List or Restricted List.
Specific Procedures Relating to the Safeguarding of Inside Information .
To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non-public information:
·
Do not discuss confidential information in public places such as elevators, hallways or social gatherings;
·
To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;
·
Avoid using speaker phones in areas where unauthorized persons may overhear conversations;
·
Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;
·
Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use; and
·
Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines ( see page 2-15) should be reviewed before taking any action.
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ADDITIONAL PROCEDURES
Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.
To ensure that all appropriate personnel are properly informed of and understand Price Groups policy with respect to insider trading, the following program has been adopted.
Initial Review and Training for New Personnel . All new persons subject to the Code, which includes this Statement, will be given a copy of it at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.
Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.
Annual Review. All persons subject to the Code receive training on the Code annually.
Confirmation of Compliance. All persons subject to the Code will be asked to confirm their understanding of an adherence to the Code, including this Statement, on at least an annual basis.
Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal Department, or the TRP International Compliance Team as appropriate.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
SECURITIES TRANSACTIONS
BACKGROUND INFORMATION.
Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the Exchange Act ), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions laws and regulations, Price Group and the mutual funds ( Price Funds ) which its affiliates manage have adopted this Statement of Policy on Securities Transactions ( Statement ).
Price Advisers Fiduciary Position . As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.
Purpose of Statement of Policy . The Statement was developed to help guide Price Groups employees and independent directors and the independent directors of the Price Funds in the conduct of their personal investments and to:
·
eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running ( see definition below);
·
avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and
·
prevent, as well as detect, the misuse of material, non-public information.
Those subject to the Code, including the independent directors of Price Group and the Price Funds, are urged to consider the reasons for the adoption of this Statement. Price Groups and the Price Funds reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds.
Front Running . Front Running is illegal. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions.
QUESTIONS ABOUT THE STATEMENT . You are urged to seek the advice of the Chief Compliance Officer of TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel), the TRP International Compliance Team (International personnel) or Code Compliance (all
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personnel regardless of office location) when you have questions as to the application of this Statement to individual circumstances.
EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.
Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the Policy ), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.
This Policy is set forth in each Funds prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.
Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.
Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.
PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Persons or Non-Access Persons spouse, minor children, and certain other relatives, as further described on page 5-5 of this Statement. All Access Persons except the independent directors of the Price Funds are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds are not subject to prior transaction clearance requirements and are subject to modified reporting as described on page 5-21. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:
Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.
Employee Partnerships. Partnerships such as Pratt Street Ventures.
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Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and affiliates.
Certain Contingent Workers/Contractors. These workers include:
·
All temporary workers hired on the Price Group payroll ( TRP Temporaries );
·
All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;
·
All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Groups employees (versus project work that stands apart from ongoing work); and
·
Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.
Retired Employees. Retired employees of Price Group who receive investment research information from one or more of the Price Advisers will be subject to this Statement.
Independent Directors of Price Group and the Price Funds . The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be interested persons of Price Group.
Although subject to the general principles of this Statement, including the definition of beneficial ownership, independent directors are subject only to modified reporting requirements (s ee pages 5-21 to 5-23). The trades of the independent directors of the Price Funds are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group are not subject to prior transaction clearance requirements except for transactions in Price Group stock.
ACCESS PERSONS. Certain persons and entities are classified as Access Persons under the Code. The term Access Persons means:
·
the Price Advisers;
·
any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are generally not subject to prior transaction clearance and have modified reporting requirements, as described as follows);
·
any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to non-public information regarding the purchase or sale of securities by a
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Price Fund or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or
·
any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.
All Access Persons are notified of their status under the Code. Although a person can be an Access Person of one or more Price Advisers and one or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they are not Access Persons of any of the Price Advisers.
Investment Personnel. An Access Person is further identified as Investment Personnel if, in connection with his or her regular functions or duties, he or she makes or participates in making recommendations regarding the purchase or sale of securities by a Price Fund or other advisory client.
The term Investment Personnel includes, but is not limited to:
·
those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firms clients (investment counselors and members of the mutual fund advisory committees);
·
research and credit analysts; and
·
traders who assist in the investment process
All Investment Personnel are deemed Access Persons under the Code. All Investment Personnel are notified of their status under the Code. Investment Personnel are generally prohibited from investing in initial public offerings ( see page 5-15).
NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed Non-Access Persons. If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficial ownership provisions described below. However, the independent directors of Price Group are not included in this definition.
TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:
First , you are a beneficial owner of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or
Second , if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization ( e.g., a power of attorney to direct transactions in another persons account) of an unrelated persons or entitys brokerage account, or are directing
5-4
another persons or entitys trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.
Definition of Beneficial Owner. A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.
A person has beneficial ownership in:
·
securities held by members of the persons immediate family sharing the same household , although the presumption of beneficial ownership may be rebutted;
·
a persons interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;
·
a persons right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;
·
a general partners proportionate interest in the portfolio securities held by either a general or limited partnership;
·
certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and
·
a persons right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.
A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entitys portfolio.
Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse has an independent trading program in which you have no input. Similarly, if your spouse has investment control over, but not beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.
If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statements relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section (via the Legal Compliance Employee Trading mailbox) or the TRP International Compliance Team. Any such request for
5-5
clarification or interpretations should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Team or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.
PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running ( see page 5-1 for definition of Front Running).
TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the United States securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:
Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock or other securities of Price Group.
Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day after the filing of the firms earnings release with the SEC on Form 10-Q or Form 8-K. You will be notified by the Management Committee from time to time as to the controlling dates.
Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction (including gifts and transfers of beneficial ownership) involving shares of Price Group stock owned beneficially, including any Price Group stock owned in the Employee Stock Purchase Plan ( ESPP ). Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from street name accounts with the same registration does not have to receive prior clearance, but must be reported.
Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be processed by using the online request form. This online form can be accessed through the TROW Employee Stock Transactions tool located on the TRP Exchange. The Payroll and Stock Transaction Group is responsible for processing and maintaining the records of all such requests. This includes not only market transactions, but also sales of stock purchased either through the ESPP or through a securities account if shares of Price Group stock are transferred there from the ESPP.
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Purchases effected through the ESPP are automatically reported to the Payroll and Stock Transaction Group.
Gifts . The giving of or receipt of Price Group stock (TROW) must be prior cleared. This includes donation transactions into donor-advised funds such as the T. Rowe Price Program for Charitable Giving, as well as any other charitable gifting.
Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.
Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.
Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted.
Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. Refer to page 5-28 for a full description of the 60-Day Rule.
Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock.
Purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock ( see page 5-28).
To avoid issues with the 60-day rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.
Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.
Initial Disclosure of Holdings of Price Group Stock. Each new employee must report to the Payroll and Stock Transaction Group any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.
Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Team
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or by the financial institution ( e.g. broker/dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.
Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for three United States business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.
Reporting of Disposition of Proposed Transaction. You must use the form returned to you by the Payroll and Stock Transaction Group to notify it of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly. The notice must be returned within two business days of the trades execution or within five business days of the date of prior transaction clearance if the trade is not executed.
Insider Reporting and Liability. Under current SEC rules, certain officers directors and 10% stockholders of a publicly traded company ( Insiders ) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.
SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.
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Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider ( i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.
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Form 4. Any change in the Insiders ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.
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Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.
Liability for Short-Swing Profits. Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.
PRIOR TRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.
Access Persons, unless otherwise provided for as follows, must obtain prior transaction clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls. This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Following are exceptions to the prior transaction clearance requirement:
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the independent directors of the Price Funds are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds:
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and, any Price Adviser is not required to receive prior transaction clearance when T. Rowe Price seed money is deployed to establish a client/product strategy.
Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transaction in Price Group stock.
Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock transaction Group.
Where required, prior transaction clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule ( see page 5-28); you are responsible for ensuring your compliance with this rule.
TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A REPORTABLE FUND. The following transactions do not require either prior transaction clearance or reporting:
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Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds ( see page 5-12).
Undertakings for Collective Investments in Transferrable Securities (UCITS). The purchase or redemption of shares in an open-ended European investment fund established in accordance with the UCITS Directive provided that a Price Adviser does not serve as an adviser to the fund.
Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. However, the initial automatic investment does require prior clearance. An automatic investment plan includes a dividend reinvestment plan. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a non-systematic transaction) must be reported by both Access Persons and non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.
Donor-Advised Funds. Transactions within donor-advised funds, such as the T. Rowe Price Program for Charitable Giving, do not require prior clearance or reporting. A gift of Price Group stock into a donor-advised fund is required to be prior cleared and reported.
U.S Government Obligations. Purchases or sales of direct obligations of the U.S Government.
Certain Commodity Futures Contracts. Purchases or sales of commodity futures contracts for tangible goods ( e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission ( CFTC ). Futures contracts for financial instruments, however, must receive prior clearance and be reported.
Commercial Paper and Similar Instruments. Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.
Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.
Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial instruments used for currency exposure ( e.g. ProShares Ultra Yen ETF), must receive prior clearance and be reported.
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TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:
Exchange-Traded Funds (ETFs). Purchases or sales of the following ETFs only:
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SPDR Dow Jones Industrial Average ETF ( DIA )
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SPDR S&P 500 ETF Trust ( SPY )
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PowerShares QQQ Trust, Series 1 (ETF) ( QQQ )
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iShares MSCI EAFE ETF ( EFA )
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iShares Core S&P 500 ETF ( IVV )
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iShares Russell 2000 ETF ( IWM )
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iShares MSCI Emerging Market ETF ( EEM )
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iShares FTSE 100 UCITS ETF ( GB/ISF )
Transactions by Access Persons in all other ETFs, including ETFs authorized as UCITS, must receive prior clearance and these transactions must be reported by both Access Persons and Non-Access Persons.
Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case it must comply with the specific restrictions on ETFs described immediately above.
National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.
Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.
Pro Rata Distributions. Purchases effected by the exercise of rights issued pro-rata to all holders of a class of securities or the sale of rights so received.
Tender Offers. Purchases and sales of securities pursuant to a mandatory ( e.g., the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically
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include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.
Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Persons spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a cash-less transactions, must receive prior transaction clearance.
Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse . Transactions commonly called net sales whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.
Inheritances. The acquisition of securities through inheritance.
Gifts. The giving of or receipt of a security as a gift. However a gift of or receipt of Price Group stock must be prior cleared.
Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.
Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Persons spouse pursuant to an employee-sponsored payroll deduction plan ( e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.
Partial Shares Sold. Partial shares held in an account that are sold when the account is transferred to another broker/dealer or to new owner or partial shares sold automatically by the broker/dealer.
TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.
Reportable Funds Not Held On A T. Rowe Price Platform. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds and UCITS, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, SICAVs, OEICs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through sub-advised relationships, including any fund holdings offered through
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retirement plans ( e.g., 401(k) plans) other than the T. Rowe Price U.S. Retirement Plan, or as an investment option offered as part of a variable annuity. Code Compliance maintains a listing of sub-advised Reportable Funds on the TRP Exchange.
Access Persons must inform the Code Compliance Team about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on a T. Rowe Price platform, in a TRP Brokerage Account, or in the T. Rowe Price U.S. Retirement Plan, the Access Person need not report these transactions directly ( see page 5-20).
In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on page 5-20.
Interests in Section 529 College Savings Plans not held on the T. Rowe Price Platform. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan for which any Price Adviser serves as an adviser or subadviser to the plan.
Access Persons must inform the Code Compliance Team about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly ( see page 5-20).
In instances where ownership interests in 529 College Savings Plans that are advised or subadvised by a Price Adviser are held through an intermediary, transactions must be reported as described on page 5-19.
The independent directors of the Price Funds are subject to modified reporting requirements.
The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.
TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. If the transaction or security is not subject to prior transaction clearance, you should assume that it is subject to this requirement unless specifically informed otherwise by the Code Compliance Team or the TRP International Compliance Team. The only Access Persons not subject to the prior transaction clearance requirements are the independent directors of the Price Funds.
Among the transactions for which you must receive prior transaction clearance are:
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Non-systematic transactions in a security that is not exempt from prior transaction clearance;
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Close-end fund transactions, including U.K, Canadian, and other non-U.S. investment trusts, and ETFs not specifically exempted from prior clearance ( see page 5-11) ; and
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Transactions in sector index funds that are closed-end or exchange-traded funds.
OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group and the Price Funds are subject to modified reporting requirements.
PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described above or the Chairperson of the Ethics Committee or his or her designee has otherwise determined that prior transaction clearance is not required, Access Persons, other than the independent directors of the Price Funds, must receive prior transaction clearance for all securities transactions.
Access Persons should follow the procedures set forth below before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Team before proceeding.
Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings (IPOs):
Non-Investment Personnel. Access Persons who are not Investment Personnel ( Non-Investment Personnel ) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or his or her designee ( Designee ). An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.
In considering such a request for prior transaction clearance, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firms clients or otherwise violates the Code. The Chairperson or his or her Designee will also consider whether:
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The purchase is made through the Non-Investment Personnels regular broker;
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The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnels account; and
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The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a restricted person, as defined in FINRA Rule 5130, has a beneficial interest.
Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firms clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firms clients have had the opportunity to purchase in the secondary market once the underwriting is completed commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.
Investment Personnel. Investment Personnel may not purchase securities in an IPO.
Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.
Procedures For Obtaining Prior Transaction Clearance For Private Placements. Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or his or her Designee. This prior clearance provision includes situations involving investment transactions made in small businesses typically sourced through family or friends as well as any other referral source.
A private placement is generally defined by the SEC as an offering that is exempt from registration under the Securities Act. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement.
Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.
If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.
In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firms clients, and whether the opportunity is being offered to
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the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee. These investments may also have special reporting requirements, as discussed under Procedures for Reporting Transactions, at page 5-19.
Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firms investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.
Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.
Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions. Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firms intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance team. If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance Employee Trading mailbox. All requests must include the name of the security, a definitive security identifier ( e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover. Responses to all requests will be made by myTRPcompliance or the Code Compliance Team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.
Requests will normally be processed on the same day; however, additional time may be required for prior transaction clearance for certain securities, including non-U.S. securities.
Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three United States business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period ( e.g., certain transactions through transfer agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Team after prior clearance has been granted, but before entering the order with the executing agent.
Reminder. If you are an Access Person and become the beneficial owner of anothers securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of
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anothers securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.
REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION. Prior transaction clearance will usually not be granted if:
Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-25) under Large Issuer/Volume Transactions are met.
Purchases and Sales Within Seven Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-25) under Large Issuer/Volume Transactions are met.
For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to An Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure as opposed to enhanced index funds are not considered for this purpose.
If all clients have eliminated their holdings in a particular security, the seven calendar day restriction is not applicable to an Access Persons transactions in that security.
Approved Company Rating Changes. A change in the rating of an approved company has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.
Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.
Exchange-Traded Fund (ETF) Restrictions. Transaction requests in narrow, inverse (also known as short or inverse-leveraged) ETFs will be denied. Narrow, inverse ETFs include, but are not limited to, those focused on the commodities, currencies and specific market sectors. Short sale transaction requests of narrow, long ETFs will also be denied. A list of eligible, to be approved for trading broad, inverse ETFs will be maintained on the Exchange.
Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or his or her designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or his or her designee may consider in making this determination include:
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the size of the proposed transaction;
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the nature of the proposed transaction ( i.e., buy or sell) and of any recent, current or pending client transactions;
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the trading volume of the security that is the subject of the proposed Access Person transaction;
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the existence of any current or pending order in the security for any client of a Price Adviser;
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the reason the Access Person wants to trade ( e.g., to provide funds for the purchase of a home); and
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the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.
TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of the Price Funds) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see discussion of beneficial ownership and control concepts on page 5-4) to Code Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218. T. Rowe Price has established relationships and processes with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such confirmations, contract notes, and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.
The independent directors of Price Group and the Price Funds are subject to modified reporting requirements described at pages 5-21 to 5-23.
If transaction or statement information is provided in a language other than English, the employee should provide a translation into English of the documents.
NOTIFICATION OF SECURITIES ACCOUNTS. All persons (except the independent directors of the Price Funds) and all entities subject to this Statement must report their securities accounts upon joining the firm as well as report any new securities accounts opened while employed by the firm. myTRPcompliance (located on the Exchange) is the tool that must be used to report and maintain (open or close) accounts holding securities subject to this Statement of Policy.
The independent directors of Price Group and the Price Funds are not subject to this requirement.
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New Personnel Subject to the Code. A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.
You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund; that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.
Officers, Directors and Registered Representatives of Investment Services. FINRA requires each associated person of T. Rowe Price Investment Services, Inc. to:
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Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and
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If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.
Annual Statement by Access Persons. Each Access Person, except an Access person who is an independent director of the Price Funds, must also file with the firm a statement of his or her accounts as of year-end in January of the following year.
Reminder. If you become the beneficial owner of anothers securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of anothers securities, then the associated securities accounts become subject to the account reporting requirements.
PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group and the Price Funds, who are subject to modified reporting requirements:
Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Team must receive the confirmation or similar document no later than 10 days after the end of the calendar quarter in which the transaction occurred. You must report all other transactions using the Securities Transaction Report form which is available in the myTRPcompliance system.
What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:
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the date of the transaction
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the title of the security
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the ticker symbol or CUSIP number, as applicable
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the interest rate and maturity date, as applicable
·
the number of shares, as applicable
·
the principal amount of each reportable security involved, as applicable
·
the nature of the transaction ( i.e. purchase, sale or any other type of acquisition or disposition)
·
the price of the security at which the transaction was effected
·
the name of the broker, dealer or bank with or through which the transaction was effected; and
·
the date you submit the report
When Reports are Due. You must report a securities transaction (other than a transaction in a Reportable Fund or Section 529 College Savings Plan [Access Persons only] or a spousal payroll deduction plan or a stock split or similar acquisition or disposition) within ten business days after the trade date or within ten business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a Section 529 College Savings Plan, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.
Access Person Reporting of Reportable Funds and Section 529 College Savings Plan Interests held on the T. Rowe Price Platform or held by the TRP UK Retirement Plan. You are required to inform the Code Compliance Section about Reportable Funds and/or Section 529 College Savings Plan interests ( i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform or held by the TRP UK Retirement Plan. Once you have done this, you do not have to report any transactions in those securities. Your transactions and holdings will be updated and reported automatically to Code Compliance on a periodic basis. You should report your new account via myTRPcompliance (located on the Exchange) when you first establish an account in a Reportable Fund or invest in Section 529 College Savings Plan Interests held on a T. Rowe Price Platform or held by the TRP UK Retirement Plan.
Access Person Reporting of Reportable Funds and Section 529 TRP-advised College Savings Plan Interests NOT held on the T. Rowe Price Platform. You must notify the Code Compliance Team of any Reportable Fund or Section 529 TRP-advised College Savings Plan interests that you beneficially own or control that are held at any intermediary. This would include, for example, a Price Fund held in your spouses retirement plan, even if T. Rowe Price Retirement Plan Services, Inc. acts as the administrator or record-keeper of that plan. Any transaction in a Reportable Fund or in interests in a Section 529 TRP-advised College Savings Plan must be reported by duplicate transaction confirmations and statements sent directly by the intermediary to the Code Compliance Team or by the Access Person directly using the Securities Transactions form (located in myTRPcompliance) within 10 days of the end of the quarter in which the transaction occurred.
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Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls ( e.g., in a limited partnership) you must report each capital call. This is required even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.
Reminder. If you become the beneficial owner of anothers securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of anothers securities, the transactions in these securities become subject to the transaction reporting requirements.
REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.
Transactions in Publicly Traded Securities. An independent director of the Price Funds must report transactions in publicly-traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal Department to request approval to exempt any such accounts from this reporting requirement.
Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange ( i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as a Price Funds independent director, should have known that during the 15-day period immediately before or after the independent directors transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund or Price advisory client.
Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Team.
Quarterly Reports. If a Price Fund independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Team no later than thirty days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions. The Code compliance Team will send to each independent director of the Price Funds who chooses to report transactions on a quarterly basis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.
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Duplicate Confirmation Reporting. An independent director of the Price Funds may also instruct his or her broker to send duplicate transaction confirmations directly to the Code Compliance Section. An independent director who chooses to have his or her broker send duplicate account information to the Code Compliance Team in lieu of directly reporting broker-executed transactions must nevertheless provide Quarterly Reports for any securities transactions for which a broker confirmation is not generated.
Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:
·
Exercise of Stock Options of a Corporate Employer;
·
Inheritance of a Security
·
Gift of a Security; and
·
Transactions in Certain Commodities Futures Contracts ( e.g., financial indices).
An independent director of the Price Funds must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation. The Code Compliance Team will send to each independent director of the Price Funds who chooses to report transactions through broker confirmations a reminder letter approximately ten days before the end of each calendar quarter so that transactions not reported by broker confirmations can be reported.
Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds. An independent director of the Price Funds shall report to the Code Compliance Team any officership, directorship, general partnership, or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds.
Reporting of Significant Ownership.
Issuers (Other than Non-Public Investment partnerships, Pools or Funds). If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuers shares beneficially owned.
Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director
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must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.
Investments in Price Group. An independent director of the Price Funds is prohibited from owning the common stock or other securities of Price Group.
Investments in Non-Listed Securities Firms. An independent director of the Price Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund Boards.
Dealing with Clients. Aside from market transactions effected through securities exchanges, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase any security from a client. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers.
Prior Transaction Clearance Requirements. The independent directors of the Price Funds are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds.
REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP OR ITS SUBSIDIARIES.
Reporting of Personal Securities Transactions. An independent director is not required to report his or her personal securities transactions (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers investment research, recommendations, or transactions. However, each independent director is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records ( e.g., changes in holdings of stock of financial institutions or financial institution holding companies).
Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director shall report to the Code Compliance Team any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group or any of its subsidiaries.
Reporting of Significant Ownership.
Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she
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must report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuers shares beneficially owned.
Non-Public Investment Partnerships, Pools or Funds. If an independent director owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Team unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.
Investments in Non-Listed Securities Firms. An independent director should be mindful of potential conflicts of interest associated with transactions and/or ownership of a broker/dealer, underwriter or federally registered investment adviser that is not publicly traded. Directors should consult with the T. Rowe Price Chief Legal Counsel regarding such matters.
MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS. These rules vary in their applicability depending upon whether you are an Access Person.
The following rules apply to all Access Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:
Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.
Investment Clubs. These restrictions vary depending upon the persons status, as follows:
Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Persons individual trades are reported.
Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Persons trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouses participation in the club and has no investment control or input into decisions regarding the clubs securities transactions, the Chairperson of the
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Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.
Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.
Limit Orders. While limit orders are permitted, Access Persons must be careful using good until cancelled orders keeping in mind that prior clearance is valid for three business days. Use of day limit orders is encouraged.
Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:
·
is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or
·
involves securities positions that are disproportionate to your net assets.
At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account or accounts in a month, or if circumstances otherwise warrant this action.
The following rules apply only to Access Persons other than the independent directors of the Price Funds:
Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the Large Issuer/Volume List ), will be permitted under normal circumstances, as follows:
Transactions involving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar-day period in securities of:
·
issuers with market capitalizations of $7.5 billion or more, or
·
U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading days in the U.S.
are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction.
These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of
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shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.
Small Cap Issuer Transactions. Although subject to prior transaction clearance, transactions involving securities of certain small cap issuers may not be approved if there was a ratings change or ratings initiation in the previous 14 calendar days. Small cap issuers are defined as issuers with a market capitalization of $2.0 billion or less.
Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the Options and Futures discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.
Transactions Involving Exchange-Traded Index Options. Generally, an Access Person may trade the greater of five contracts or sufficient contracts to control $50,000 in the underlying securities; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying securities. Similarly, the Access person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying securities. Options on any of the Exchange-Traded Funds identified on page 5-11 do not require prior clearance but must be reported. These parameters are subject to change by the Ethics Committee.
Please note that an option on a Unit Investment Trust is not an exchange-traded index option and does not fall under this provision. See the discussion under General Information on Options and Futures below.
Client Limit Orders. Although subject to prior transaction clearance, an Access Persons proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:
·
The Access Persons trade will be entered as a market order; and
·
The clients limit order is 10% or more away from the market price at the time the Access Person requests prior transaction clearance.
Japanese New Issues. All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan.
General Information on Options and Futures (Other than Exchange-Traded Index Options). If a transaction in the underlying instrument does not require prior transaction clearance ( e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior
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transaction clearance. However, all options and futures transactions, except the commodity futures transactions described on page 5-10, must be reported even if a transaction in the underlying instrument would not have to be reported ( e.g., U.S. Government Obligations). Transactions in publicly traded options on Price Group stock are not permitted (s ee page 5-7). Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.
Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see Closing or Exercising Options Positions below).
Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers clients.
Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers clients, it is the firms policy that an Access Person should not profit from a price decline of a security owned by a client (other than a pure Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.
Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the CFTC.
Closing or Exercising Option Positions. If you are the holder of an option and you intend to close (sell) the option or exercise the option, prior transaction clearance is required. However if you have written (sold) an option and the option is exercised against you, without any action on your part, no prior transaction clearance is required. A client transaction in the underlying security or any restriction associated with the underlying security may prevent any option transaction from being closed or exercised therefore Access Persons should be cautious when transacting in options.
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Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule described below.
The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase ( e.g., short sales and certain option transactions) of the same (or equivalent) securities within 60 calendar days. An equivalent security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from the Code Compliance Section prior to initiating the transaction. Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions. The disgorgement of profit does not take into consideration any tax lot accounting associated with the security. It is simply the calculated gain as a result of the buy and sale (or sale and purchase) within the 60-day period.
In addition, the rule applies regardless of the Access Persons other holdings of the same security or whether the Access person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27.
Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.
The 60-Day Rule clock restarts each time the Access person trades in that security.
The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain. Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal Compliance Employee Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.
The 60-Day Rule does not apply to:
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·
any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;
·
any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance ( e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the purchase or sale of the specific ETF securities that are exempted from prior clearance, the exercise of a corporate stock option by an Access Persons spouse, or pro-rata distributions ( see pages 5-9 through 5-12);
·
the purchase and sale or sale and purchase of exchange-traded index options;
·
any transaction in Price Group stock effected through the ESPP (note that the 60-Day rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);
·
the exercise of company-granted Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and
·
any purchase of Price Group stock through an established dividend reinvestment plan.
Prior transaction clearance procedures do not check compliance with the 60-Day Rule when considering a trading request. Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this rule will be triggered by a proposed transaction, you should contact the Code Compliance Team or the TRP International Compliance Team before requesting prior transaction clearance for the proposed trade.
Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.
Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff employed by the Tokyo branch of T. Rowe Price International Ltd. may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact the TRP International Compliance Team.
Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity it traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures ( see page 5-15).
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REPORTING OF ONE HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than ½ of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to the Code Compliance Team (via the Code of Ethics mailbox), providing the name of the company and the total number of such companys shares beneficially owned.
GAMBLING RELATED TO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated ( e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to the Code Compliance Section even if these transactions are effected with a speculative investment objective.
INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion ( no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds, is required by United States securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control ( Initial Holdings Report ") ( see page 5-5 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report. SEC Rules require that each Securities Holding Report contain, at a minimum, the following information:
·
securities title;
·
securities type;
·
exchange ticker number or CUSIP number, as applicable;
·
number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership;
·
the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Persons direct or indirect benefit; and
·
the date the Access Person submits the Securities Holding Report.
The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.
ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds, is also required to file an Annual Compliance Certification as of December 31 of each year. This report can be completed by using
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myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or his or her designee reviews all Annual Compliance Certifications .
ADDITIONAL DISCLOSURE OF OPEN END INVESTMENT COMPANY HOLDINGS
Should circumstances arise whereby the firm requires any person subject to the Code to provide information regarding ownership of, or transactions in, any open end investment company (mutual fund), Code Compliance may request that such person provide transaction confirmations and/or account statements in a timely manner.
CONFIDENTIALITY OF RECORDS. Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.
SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds. The Ethics Committee, the Code Compliance Team, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each persons and entitys compliance with this Statement and to otherwise prevent and detect violations.
Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to forfeit to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved.
Following are sanctions guidelines associated with multiple violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctions guidelines. Violations incurred prior to the effective date (May 31, 2012) of these new guidelines will not be considered.
1 st Violation: Notification of violation. Manager provided with summary of violation.
2 nd Violation: Notification of fine: VP* and above and all Investment Personnel - $250. Below VP level - $75. Manager provided with summary of violation.
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3 rd Violation: Notification of fine: VP* and above and all Investment Personnel - $500. Below VP level - $150. 3-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.
4 th Violation: Notification of fine: VP* and above and all Investment Personnel - $1,000. Below VP level - $300. Minimum 6-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.
5th Violation: Chief Compliance Officer/Ethics Committee-imposed sanction. Manager, Business Unit Leader and CEO notified.
* Vice President of T. Rowe Price Group or any subsidiary
Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Board will impose such sanctions as it deems appropriate.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY WITH RESPECT TO
COMPUTER SECURITY AND RELATED ISSUES
Purpose of Statement of Policy (Statement). The central and critical role of computer systems in our firms operations underscores the importance of ensuring their confidentiality, availability, and integrity. Our data is an extremely valuable asset and should be protected by all system users. Data within the Price Group network should be considered proprietary and confidential and should be protected as such.
Systems activities and information will be referred to collectively in this Statement as the Systems . The Systems include all hardware, software, operating systems, and wired and wireless network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage.
The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet resources including, but not limited to, email, instant messaging, remote FTP, Telnet, World Wide Web, remote administration, secure shell, and voice messaging; access to and use of commercial and specialized software programs and systems licensed or developed for the firms use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones and tablets, . Use, access, or storage of data on non-T. Rowe Price equipment (including but not limited to personally owned or home equipment, hotel or business center-supplied devices, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of systems, as appropriate.
Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and Information.
This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors and contractors, with Price Group systems access. Enterprise Security should be contacted regarding additional or new policy and standard determinations that may be relevant for specific situations.
The Statement has been designed to give associates guidelines to:
·
prevent the unauthorized use of or access to our firms computer Systems;
·
prevent breaches in computer security;
·
maintain and protect the integrity of customer, corporate, and employee confidential information; and
·
prevent the introduction of malicious software into our Systems.
Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved. Additionally, actions in violation of this Statement may constitute a crime under applicable laws.
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By using the firms Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm. Users do not have any expectation of privacy in connection with the use of the Systems.
SECURITY ADMINISTRATION. Enterprise Security is responsible for identifying security needs and overseeing the maintenance of computer security, including Internet-related security. T. Rowe Price maintains a comprehensive set of security policies. These policies govern the organization of information security, how systems and information are secured, access management and approvals, and how to respond to issues appropriately.
Key principles for end users or associate behavior include:
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Suspicious Activity . All suspicious activity should be reported to the Help Desk immediately.
·
Incident Response. Enterprise Security has the authority, at its own discretion, to disable any ID or activity that appears to be dormant or abandoned on any platform or as needed to respond to a security issue. Efforts will be made to contact presumed owners of these IDs, but, in the absence of an identifiable owner, IDs may be disabled as part of system or vulnerability management processes.
·
Authorized System Users . In general, access to any system is restricted to authorized users who need access in order to support their business activities. This includes systems that are External to the T. Rowe Price environment.
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User-IDs and Passwords. Every user is assigned a unique User-ID. Each user-ID has a password that must be kept confidential by the user. Employee IDs and easily deducible personal or family information should not be used for passwords. User-IDs and passwords may not be shared with anyone else except under special circumstances. Users will be held accountable for work performed with their User-IDs.
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Secure Desk. Personal computers and sensitive documentation must be secured and/or locked appropriately when unattended.
MOBILE DEVICES. Price Group privacy and confidentiality requirements apply regardless of how information is accessed, stored or transmitted. All portable computer equipment ( e.g., laptops, smart phones, flash drives) containing information that is sensitive must be encrypted and password protected where possible.
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Certain types of information ( e.g., name and Social Security number) may not be stored on unencrypted portable computer devices. See the Codes Statement of Policies and Procedures on Privacy for further information.
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Passwords and physical/external remote access cards/tokens should not be stored with the device. Information about accounts or passwords should not be maintained as an unencrypted list on the device.
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Mobile devices with cameras or video capabilities may be prohibited in certain work areas because they can be used to capture and store confidential or proprietary information.
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Devices ( e.g., flash drives and USBs) that connect to the Price Group network, but are not provided or supported by the Price Group, are prohibited. Damage to the Price Group network, systems, data, or reputation by use of any of these can result in disciplinary action to the individual or individuals involved.
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·
Connection of personal cell phones or other devices to T. Rowe Price Systems or data must be in accordance with approved enterprise tools and security controls. Contact the Help Desk for assistance.
In the event of loss or theft, contact the Enterprise Help Desk immediately.
ACCESS TO AND FROM THE INTERNET AND OTHER ONLINE SERVICES. Access to the Internet and accessing T. Rowe Price systems from the Internet presents special security considerations due to the world-wide nature of the connection and the security weaknesses present in Internet protocols and services. When using Internet access or other on-line services, the following policies apply:
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The use of Firm Systems is intended for legitimate business purposes and individuals should limit personal use.
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Do not use firms Systems to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price. If you receive an email or other communication with inappropriate content, delete it immediately and do not forward it to others. In the case of harassing or threatening communications, provide a copy to Human Resources.
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Enterprise Security may block internet sites without prior notice based on potential risk to the firm or for other business reasons.
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You are prohibited from using firm Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or programs.
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You may not download anything for installation or storage onto the firms computers for personal use including, but not limited to, music, games, or messaging and mail applications.
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You may not use the firms Systems or hardware in any way that might pose a business risk or customer/employee data privacy risk or that violates laws.
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You may not engage in activities that bypass security controls or compromise the integrity of network security features like firewalls or virus scanners.
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You may not use T. Rowe Price Systems to remotely control unauthorized computers or systems.
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The ability to access our firms Systems and Information from a remote location is limited to authorized methods and users, to include associates, contractors and vendors.
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No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from both the Legal Department and Enterprise Security. Internet domain names are assets of the firm and are purchased
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and maintained by Enterprise Security. This also includes free account registrations such as those on social networking sites and web email.
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Do not publicize the location of the firms Technology Center. It is the responsibility of all Associates and all other individuals to protect information about the location of the Technology Center whenever possible. Although there will be situations where using the address is unavoidable, use of the physical address is generally not necessary. It should not be used on the Internet for any reason, business or personal.
The following activities cause security issues and are prohibited:
·
Peer-to-Peer Networks or Software. Use of any peer-to-peer file-sharing software, which allows users to search the hard drives of other users for files or access personal computers remotely, is prohibited using Price Group network or equipment.
Web Storage . Use of web storage for business purposes is restricted to authorized personnel only, using firm-approved software.
Instant Messaging. Use of instant messaging capabilities for business purposes is restricted to authorized personnel only, using firm-approved software. Instant Message communications are archived, as appropriate, to comply with regulatory requirements.
Sending Confidential Information. Email and Instant Messages that are sent through the Internet may not be secure and could be intercepted by a third party. Confidential and firm proprietary information should not be included in such communications unless specifically permitted by accepted business procedures. When remote access to the firms email system is required, the method provided by T. Rowe Price for secure access should be used.
Downloading or Copying. Downloading or copying software, which includes documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems. Downloading or uploading copyrighted materials to removable media may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm.
Internet Access Point. Establishing an unauthorized internet access point within a T. Rowe Price location through the use of hotspot, Wi-Fi, modems, or other technologies that circumvents the Internet firewall, proxy server, or authentication mechanisms are not permitted, except by authorized personnel in the business of Price Group.
Activities other than those mentioned above may be prohibited because they pose a risk to the firm or its Systems and Information. Check the enterprise policy repository for further information or contact Enterprise Security.
PROTECTION FROM MALICOUS CODE . Malicious code is computer code that is designed to damage or access software or data on a computer system. Enterprise Security manages a comprehensive malicious code prevention and control program to protect Systems and data. Users must comply with the following security practices:
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·
Contact the Help Desk. Immediately contact the Help Desk for anything that appears suspicious or is identified as malicious. Do not forward any virus warning email that you receive to other staff until you have contacted the Help Desk, since many of these warnings are viruses themselves. The Help Desk will work with Enterprise Security to determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.
·
Be Careful when Opening Emails. Carefully reviewing emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Report suspicious emails as soon as feasible.
·
Desktop USB Ports. Only connect devices issued by T. Rowe Price into a desktop USB port. This includes, but is not limited to, thumb drives, mobile devices such as smart phones or tablets, and gadgets/novelties powered by USB ports.
·
Maintain Security Settings. Maintain virus scanning or similar protective technology on all T. Rowe Price assets. Users should not disable virus scanning features, password settings, or other security features for any reason. Failure to maintain updated scanning files is also prohibited.
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Keep T. Rowe Price Mobile Assets Updated. Users who receive a Price Group technology asset must install updates as instructed by the Help Desk and/or connect the asset to the Price Group network on a regular basis to receive software, application, and operating system security updates.
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Keep Personal Computer Assets Updated. Users must maintain anti-virus software, application, and operating system security updates on all non-T. Rowe Price or personally owned assets that are used to access the T. Rowe Price network, including web-based T. Rowe Price email. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.
·
Report Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network in any matter.
·
Limit Downloading or Copying. You may not download, install or copy software, which includes documents, graphics, programs and other computer-based materials, from any outside source unless it is approved for a necessary and legitimate business purpose. Contact the Help Desk to request approval.
Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions or by failing to implement recommended precautions may lead to disciplinary actions. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited.
APPROPRIATE USE. Associates must adhere to standards of Appropriate Use to ensure compliance with security, legal, and regulatory requirements. The below information provides
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guidance on common Appropriate Use situations, but is not intended to provide guidance for each individual situation. Contact Enterprise Security or Legal for specific guidance.
Use of Personal Accounts and Internet Access. Access to Web-based email is blocked on T. Rowe Price desktops due to a high risk of cyber threats. Extreme care should be taken when accessing other personal accounts via T. Rowe Price systems or hardware because the methods of accessing them are more susceptible to viruses, malicious code, and identity theft attempts. No personal email accounts may ever be used to send or receive business or client related communications.
Use of Personal Mobile Devices. Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device Policy or as authorized by management. Nonpublic customer information may not be stored on personal mobile devices. If personal devices are used to conduct business activities, personal devices and/or content could be requested as part of an investigation or subpoena. See Section 8-1: Statement of Policies and Procedures on Privacy for additional guidance.
Privileged Access. System and application administrators are prohibited from altering security settings to their advantage, for the advantage of someone else, or for any other reason, without appropriate, documented instruction to do so in order to conduct T. Rowe Price business.
Security Awareness. All associates subject to the Code are required to complete an annual Security Awareness training course.
Confidentiality of System Activities and Information. System activities and access on Price Group computers is subject to monitoring by firm personnel or others. All such information are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.
Users should be aware that certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers, Investor Centers and Corporate Actions department). These recordings are made for quality purposes and to maintain records of certain instructions as well as for other business reasons. Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring. In addition, all information forwarded or received via the T. Rowe Price email system is subject to monitoring.
Information, including electronic communications, entered into our firms computers but later deleted from the Systems may continue to be maintained permanently on our firms back-up tapes or in records retained for regulatory or other purposes. Users should not create documents or communications that might later be embarrassing to the user or the firm. This policy applies to all communications on the Systems.
Application of U.S. Copyright Law to Software Programs. Software products and on-line information services purchased for use on Price Group personal computers are generally copyrighted material and may not be
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reproduced without proper authorization from the software vendor. This includes the software on CDs, any program manuals or documentation, and data or software retrievable from on-line information systems. Unauthorized reproduction of such material or information, or downloading or printing such material, violates United states law, and the software vendor can sue to protect the developers rights and can lead to both civil and criminal penalties. In addition, many other nations have laws in this area. See the T. Rowe Price Copyright and Trademark Policy, located in the Associate Handbook, for more information about this subject.
Participation on Internet Discussion and Social Networking Sites. Associates are directed to the Social Media Policy located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media.
Guidelines for Installing Software. Only approved software is authorized to be installed on Price Group systems. Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk. Enterprise Security has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group or may pose a security risk.
Licensing. Software residing on firm servers will be either: (1) maintained at an appropriate license level for the number of users, or (2) made accessible only for those for whom it is licensed.
QUESTIONS REGARDING THIS STATEMENT. Email Enterprise Security ( Security_Awareness@troweprice.com ) if you have any questions regarding this Statement.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
COMPLIANCE WITH ANTITRUST LAWS
Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws ( Statement ) to:
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Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Groups business; and
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Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.
The Basic United States Anticompetitive Activity Prohibition. Section 1 of the United States Sherman Antitrust Act (the Act ) prohibits agreements, understandings, or joint actions between companies that constitute a restraint of trade , i.e., that reduce or eliminate competition.
This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as a knowing wink, as one case says, may be sufficient to establish an illegal agreement under the Act.
The agreed-upon action must be anticompetitive. Some actions are per se anticompetitive, while others are judged according to a rule of reason.
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Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.
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Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.
There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.
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Penalties for Violating the Sherman Act. A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorneys fees. Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations.
Situations in Which Antitrust Issues May Arise. To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds and investment and retirement services, must be made with the prohibitions of the Act in mind. In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.
Trade Association Meetings and Activities. A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.
Permissible Activities:
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Discussion of how to make the industry more competitive.
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An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.
·
Collective action to petition government entities.
Activities to Avoid:
·
Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.
·
Discussion of specific customers, markets, or territories.
·
Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a boycott ).
Investment-Related Discussions
Permissible Activities. Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuers stock, or negotiations among creditors of an insolvent or bankrupt company.
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Competing investment managers are permitted to serve on creditors committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.
Activities to Avoid. It is important to avoid anything that suggests involvement with any other firm in any threats to boycott or blackball new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.
Example: After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders rights, several investment management complexes organized to protest the states action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms action led to an 18-month United States Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.
If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, you should notify the Legal Department, which will take whatever further steps are necessary.
Benchmarking. Benchmarking is the process of measuring and comparing an organizations processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.
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Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.
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The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.
·
All proposed benchmarking agreements must be reviewed by the Legal Department before the firm agrees to participate in such a survey.
Discussions With Public Companies
It is acceptable for Price Group personnel to have individual discussions with executives of public companies whether or not Price Group advisers have invested in those companies on behalf of investment advisory clients. However,
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caution should be exercised when having discussions with multiple companies that are in the same industry. It can create legal issues if an individual or entity that speaks with competing companies passes confidential or sensitive business information between or among those companies. Such indirect exchanges of information can be evidence of collusion among the competing firms and the individual or entity passing the information could be the subject of any litigation alleging industry collusion. If you have questions about the acceptable scope of discussions with public companies, please contact the Legal Department.
Antitrust Restrictions Related to Acquisitions, Mergers and Other Transactions
Basic Restrictions . The Clayton Act bars any corporate transaction that is likely to substantially lessen competition in a particular market. This law applies not just to mergers, but to any acquisition of stock or assets, regardless of whether it transfers ownership or control. Generally acquisitions by Price Group and similar entities do not raise issues under the Clayton Act. However, acquisitions of shares in competing companies by active investors who may seek to alter the competitive behavior of the companies they hold can be subject to challenge under the Clayton Act.
Reporting Requirements . Acquisitions of any significant size may be reportable to government antitrust authorities. In general, acquisitions by Price Group advisers on behalf of investment advisory clients are exempt from such requirements so long as the acquisitions are made solely for investment purposes. However, if any Price Group entity or employee seeks to influence the regular business decisions of a company in which Price Group advisers have holdings, the exemption from reporting may not apply. Please contact the Legal Department if you have any questions.
International Requirements. The United Kingdom and the European Union ( E.U. ) have requirements based on principles similar to those of United States law. In many cases, the laws of the E.U. are stricter than the laws of the United States. If you have specific questions about United Kingdom or E.U. requirements, you should contact the Legal Department.
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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY ON PRIVACY
Purpose of Statement of Policy. This Statement of Policy on Privacy ( Privacy Statement ) applies to T. Rowe Price Group, Inc. and its subsidiaries and affiliates (collectively T. Rowe Price or TRP ), including its international operations. It is T. Rowe Prices policy to:
·
Treat our customers personal and financial information ( Nonpublic Customer Information ) as confidential;
·
Protect Nonpublic Customer Information;
·
Not share this information with third parties unless in connection with processing customer transactions, servicing accounts, or as otherwise permitted by law; and
·
Comply with applicable federal, state, and international privacy laws and regulations.
In the United States, the primary federal law governing customer privacy is Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. ( Privacy Act ). The Securities and Exchange Commission ( SEC ), federal banking regulators, and others have issued regulations under the Privacy Act (e.g., the SECs Regulation S-P). For purposes of this Privacy Statement and unless otherwise specified, the term customer generally refers to individuals or entities who are current or former customers of TRP, both directly and indirectly such as those who have accounts or services established through the retail, retirement plan, separate account/institutional, broker/dealer, or Investment Counsel Group areas.
While the Privacy Act and related regulations in the privacy area apply generally only to direct customer relationships with individuals ( i.e., natural person customers) as opposed to direct customer relationships with entities or indirect relationships such as with retirement plan participants, TRP also protects and safeguards such relationships in a substantially similar manner. In the institutional arena, the contracts TRP has entered into with customers frequently contain provisions relating to the duty to keep customer information confidential and/or limiting the use of customer information. Also, the personal and financial information of employees retained on a full-time or part-time basis, and of independent contractors and temporary workers are protected and safeguarded in a substantially similar manner. Accordingly, references to customer(s) in the Privacy Statement should be understood to include such relationships, institutional customers, and other persons unless otherwise specified.
Nonpublic Customer Information comprises virtually all the information that a customer supplies to TRP and the information that TRP otherwise obtains or generates in connection with providing financial products or services to that customer. Accordingly, Nonpublic Customer Information would include personally-identifiable account balance, holdings and transactional history, as well as the existence of the customer relationship itself ( e.g., customer lists)
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and the contents of an account application ( e.g., a persons name in combination with taxpayer identification number or beneficiary information). 1
The privacy policy for the firms international business is posted on the TRP Institutional website. Internationally based subsidiaries and affiliates must comply with the U.K. Data Protection Act as it applies to their activities. The U.K. Data Protection Act and other international privacy regulation are beyond the scope of this Privacy Statement and for business conducted internationally, Associates should be aware of the applicable privacy regulations in the foreign jurisdiction where the business is conducted. If you have any questions in this area, please contact the TRP International Compliance Team.
INITIAL AND ANNUAL PRIVACY NOTICES
Certain regulated T. Rowe Price companies offer financial products and services directly to individuals and, consequently, are required to develop and deliver a privacy notice under the Privacy Act and related regulations.
As a means of complying with these requirements, the firm has adopted a written Privacy Policy , which is provided to such customers as required. The Privacy Policy is included with or accompanies applicable account application or other material delivered to prospective customers. The Privacy Policy is sent annually to such customers ( e.g., typically with first quarter statements for retail mutual fund customers). A copy of the Privacy Policy is located on TRPs Internet site under the link to Privacy Policy. The contents of the Privacy Policy are contained under the sub-heading of General Privacy Policy, and it is followed by information concerning additional online privacy practices. Questions from customers concerning the Privacy Policy should be referred to the Legal Department.
The Legal Department is responsible for identifying any amendments that are required to be made to the Privacy Policy and must approve any proposed amendments. Generally, Retail Operations is responsible for the distribution of the Privacy Policy to prospective customers and the annual distribution of the Privacy Policy to Price Fund shareholders, Brokerage customers, annuity customers, and other retail customers. Other business units ( e.g., Investment Counsel Group) not covered by Retail Operations will be notified by the Legal Department of any obligations to deliver the Privacy Policy to their respective customers.
EDUCATION ABOUT PRIVACY AND ASSOCIATE RESPONSIBILITY
Every associate should be aware of this Privacy Statement and any privacy policies and procedures applicable to their business unit (collectively Privacy Policies ), and every associate bears responsibility to protect Nonpublic Customer Information.
Managers and supervisors shall ensure that the Privacy Policies are reviewed with all new associates at T. Rowe Price. Particular attention should be given to any temporary or part-time workers and consultants to ensure that they are educated to the critical importance of protecting
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confidential information. Additionally, if such temporary worker is being retained independent of the on-site temporary agencies utilized by Human Resources, the supervisor must contact the Legal Department to verify that there are adequate contractual safeguards relative to privacy and confidentiality. Managers and supervisors also shall ensure that revisions to Privacy Policies are communicated to applicable associates as an integral part of the continuing education of such associates.
Violations of Privacy Policies may constitute grounds for disciplinary action, including fines and dismissal from employment.
METHODS BY WHICH T. ROWE PRICE PRESERVES CONFIDENTIALITY
Each Business Unit Head has responsibility with respect to his or her business unit to establish procedures whereby the confidentiality of Nonpublic Customer Information is preserved. Such procedures should address access to and safeguards for Nonpublic Customer Information based upon the business units operations, access to, and handling of such information as it exists in both hardcopy and electronic formats. The procedures should address safeguards relating to administrative, technical, and physical access to and distribution of Nonpublic Customer Information.
Access to Information
Managers and supervisors are responsible for limiting access to Nonpublic Customer Information to those Associates who require access to such information to support their respective job functions. Situations where excessive or inappropriate access to or exposure of Nonpublic Customer Information are identified require prompt remediation.
Computer Access
Business unit managers and supervisors are responsible for making judgments and decisions with regard to the use of Nonpublic Customer Information, including decisions as to who shall have computer access to such information.
In general, managers and supervisors are responsible for determining those associates that require access to systems that contain Nonpublic Customer Information in support of job functions. System access, or changes to such access, shall be submitted in the format directed by Enterprise Security and authorized by the appropriate business unit manager or supervisor. Managers and supervisors also are responsible for timely notification to Enterprise Security when an employee or consultant has left the firm or changed roles so that access may be terminated or modified. This is especially important for temporary employees who are contracted independent of Human Resources and/or one of the on-site temporary agencies.
New Business and Systems Development
All new business and systems application development that relates to or affects Nonpublic Customer Information is to be developed and reviewed with consideration to the firms Privacy Statement. Individuals at T. Rowe Price working on systems and processes dealing with Nonpublic Customer Information are responsible for evaluating
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the potential risks to the confidentiality of Nonpublic Customer Information and implementing safeguards that are designed to provide reasonable protection of the privacy of such information consistent with the risks identified.
Safeguarding Nonpublic Customer Information
To safeguard the interests of our customers and to respect the confidentiality of Nonpublic Customer Information, all individuals at T. Rowe Price are responsible for taking the following precautions:
·
Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms, or social gatherings;
·
To the extent practical, access to particularly sensitive areas of the firm where Nonpublic Customer Information could be observed or overheard readily shall be provided only to Associates with a business need for being in the area;
·
Avoid using speaker phones in areas where or at times when unauthorized persons may overhear conversations;
·
Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects, or use aggregate data that is not personally identifiable to any customer;
·
Exercise care to avoid placing documents with Nonpublic Customer Information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use (particular attention should be directed to securing the information outside of normal business hours to prevent possible misappropriation of the information);
·
Destroy copies of confidential documents no longer needed by using the secure recycling bins;
·
Lock the computer at your work-station when not in use; and
·
Sample calls or screens must be edited in advance to delete any confidential information when a prospect or consultant wishes to listen in on calls to gauge our level of service. Sample data cannot be linked to a specifically identified customer.
From time to time, associates at T. Rowe Price may bring Nonpublic Customer Information outside of firm facilities as needed during business trips, meetings, or for work at home (whether in hard-copy or electronically). Associates are responsible for taking care to safeguard such materials and may not leave them unattended or otherwise in an unsecured situation. Encryption is required for storage of certain types of information on portable devices, such as laptops and thumb drives. See the Encryption section below for further details.
Encryption
TRP has implemented encryption of sensitive data at points which carry the highest risk. This includes various transmission methods as well as full disk encryption for laptops
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issued by TRP. TRP periodically evaluates additional encryption technologies for storage solutions which will meet its security, availability, and performance needs.
While it remains critical to safeguard all types of personal and financial information, over the past several years many states have passed laws and regulations that focus particularly on data that can easily be stolen and exploited to engage in identity theft against an individual ( i.e., a natural person as opposed to an entity). As relevant to the firms business, such data that consists of an individuals first name or initial and last name in combination with one or more of the following: (i) Social Security or taxpayer identification number; (ii) drivers license or other state-issued identification number; or (iii) financial account number, such as an individuals T. Rowe Price account number or a checking account or credit card number (collectively, Identity Information ). As a financial services firm and employer, TRP has Identity Information concerning a variety of individuals, including retail customers and retirement plan participants, employees, independent contractors, and temporary workers.
In order to align our policies with state laws, we restrict certain electronic transmissions and storage of Identity Information, unless it is encrypted.
·
Associates may not send an email or attachment outside of T. Rowe Price that contains Identity Information of another person unless the email/attachment is encrypted. Emails that travel through the Internet (which is the case with emails sent outside TRP) are not encrypted. Also, password protection alone of attachments is not sufficient. However, there are several types of email channels that are secure and can be used:
§
Internal emails (these go through TRPs internal network);
§
Messages that are sent and received as part of a secure online account access session ( e.g., email sent to a customers Message Center viewable during on-line access); and
§
Emails sent to a party that has enabled a domain encrypted email service with T. Rowe Price.
·
Associates may not store Identity Information of another person on an unencrypted laptop, CD, thumb drive, or other portable device. Password protection alone is not sufficient. Laptops and Blackberries issued by T. Rowe Price are encrypted. 2
Associates should contact the Help Desk if assistance is needed with coordinating an email encryption process with a business partner, to arrange for a CD to be encrypted, to obtain encrypted thumb drives, or with other questions about these encryption requirements. Exceptions may be made only after consultation with the Legal Department.
Record Retention
TRP is required to produce, maintain and retain various records, documents, and other written (including electronic) communications pursuant to various federal and state laws and regulations,
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and all associates at T. Rowe Price are responsible for adhering to the firms record maintenance and retention policies.
Destruction of Records
All associates at T. Rowe Price must use care in disposing of any Nonpublic Customer Information. Confidential paper records should be discarded using secure recycling bins. General Services should be contacted for instructions regarding proper disposal when a significant quantity of material is involved.
T. Rowe Price has set up procedures so that electronic data stored on physical equipment issued by the firm, such as computer hard drives, mobile devices, are destroyed based upon internal protocols. For example, computer hard drives are erased according to federally suggested guidelines prior to redeployment or conveyance to a third party. Non-functional hard drives are physically destroyed, rendering them useless. Tapes failing media validation routines are physically destroyed by a specialist third party organization that provides certification of destruction back to T. Rowe Price. Tapes that will be re-used are wiped of all data prior to re-use.
Data files stored on file servers are subject to standardized back-up and recovery cycles. Retention of individual files is determined by the owner of the data and also can vary depending upon the nature of the data and its regulatory requirements. For example, certain categories of emails are subject to specific regulation regarding retention and destruction and protocols designed to adhere to these standards have been implemented firm-wide.
DEALINGS WITH THIRD PARTIES
Generally, T. Rowe Price will not disclose Nonpublic Customer Information to unaffiliated third parties unless in connection with processing a transaction, servicing an account, or as otherwise permitted by law. TRP also is permitted to provide information to others as the customer has specifically directed, such as to the customers accountants or consultants. Associates will consult with managers or supervisors for any proposed disclosure which does not fall into one of the above categories. Questions will be elevated to the Legal Department as needed. Associates will not divulge any Nonpublic Customer Information or the existence of customer relationships to anyone outside of the firm, including disclosing to families or friends, except as noted above to process a transaction, service an account, or as otherwise permitted by law. For example, associates shall not supply a third party with anything showing actual customer information for the purpose of providing a sample ( e.g., for software testing or problem resolution) without explicit approval from the Legal Department.
At times, in an effort to obtain confidential information, third parties will assert that they are entitled to certain information pursuant to a subpoena or some other legal process or authority. Because there can be various issues that may affect the validity of such demands, no records or information concerning customers shall be disclosed unless specifically directed by the Legal Department. Any such demands for information should be promptly referred to the Legal Department.
8-6
RETENTION OF THIRD PARTY ORGANIZATIONS BY TRP
T. Rowe Price may on occasion use third party organizations ( Third Parties ) to provide support services to the firm ( e.g., consultants, systems vendors). Whenever T. Rowe Price hires Third Parties to provide support services, Nonpublic Customer Information may be provided to the third parties only for the purposes for which they are retained. Therefore, it is important that in retaining such third parties, T. Rowe Price has contractual representations from each Third Party that preserves the confidentiality of Nonpublic Customer Information and, where deemed appropriate, enables T. Rowe Price to verify compliance with contractual representations. Accordingly, no Third Parties shall be retained to deal with or have access to Nonpublic Customer Information unless the Legal Department has determined that there are adequate contractual provisions in place. All non-standard contracts relating to supplying or using Nonpublic Customer Information should be submitted to the Legal Department for review; a standard Nondisclosure Agreement is available from the Legal Department.
T. Rowe Price also utilizes a risk based process with many of its Third Parties to understand a Third partys practices to help ensure that appropriate safeguards are in place ( e.g., review of Third Party with access to significant volumes of Nonpublic Customer Information). The review of a Third Party is spearheaded by the appropriate vendor relationship manager and includes obtaining an understanding of the Third Partys control environment in protecting confidential information, following up with the Third Party to address noted concerns (if any), and ensuring that appropriate contractual standards are in place.
POTENTIAL RELEASE OF NONPUBLIC CUSTOMER INFORMATION
When there has or may have been a release of Nonpublic Customer Information to anyone not authorized to receive such information or when Nonpublic Customer Information is missing, it is important that the incidents be reported and investigated promptly. T. Rowe Price has implemented a centralized reporting and escalation process ( e.g., reporting to supervisor and specified Help Desk area). This process is designed to investigate reported incidents efficiently, recommend improvements to reduce future errors, and to communicate with customers where appropriate under the firms business practices or where required by law. In addition to utilizing the centralized reporting process, to the extent that an associates business unit has adopted additional procedures, such as reporting to specified persons in the business unit, the associate shall follow the business units procedures as well.
8-0
ii-1
CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES
INDEX
1 Nonpublic customer Information refers generally to information that can be linked to a specific customer or individual as opposed to data that is not specifically linked. For example, a listing of trades done for a particular customer or group of customers, without any indication of the customer(s) at issue, is generally not considered to be Nonpublic Customer Information in and of itself because it is not linked to an identified customer. Nevertheless, even for aggregate data, there may be corporate business reasons for safeguarding such information.
2 For Blackberries, contacts/address books are not encrypted at this time due to significant interference with performance. Therefore, Associates may not store Identity Information of another person in contacts/address books.
ii-2
[Arrowstreet Capital Limited Partnership logo here]
Code of Ethics
April 1, 2017
Table of Contents
Administration and Interpretation
Personnel Covered by the Code of Ethics Covered Persons
Restrictions on Disclosure of Confidential Information
Compliance with Laws and Regulations
Additional Fiduciary Obligations
Personal Securities Trading by Access Persons
Accountability for Violations of this Code.
14.
Amendments and Reporting. - 15 -
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ARROWSTREET CAPITAL, LIMITED PARTNERSHIP
CODE OF ETHICS
1.
General Principles
Our position as a fiduciary to clients imposes fundamental standards of conduct on our firm and our personnel. We must at all times act in good faith in accordance with the law and place client interests first, avoiding actual conflicts, and situations that could create the appearance of a conflict, between personal and firm or client matters. We seek to foster a reputation of integrity and professionalism. The confidence and trust placed in our firm by clients must be valued and protected by us. This Code of Ethics (Code) establishes ethical standards and requirements for personal activities and the protection of client information that are intended to ensure compliance with these standards.
In addition, the Investment Advisers Act, the Investment Company Act, Commodity Exchange Act and other SEC rules impose requirements intended to prevent firm personnel from taking unfair advantage of clients and other market participants. This Code incorporates these legal requirements, so that any violation of these rules would also result in the violation of the Code.
2.
Administration and Interpretation
The Code is administered by Regulatory Compliance under the general supervision of the firms Chief Compliance Officer (CCO). The CCO is responsible for the administration, application and interpretation of the Code. The CCO may delegate responsibility of administering aspects of the Code to one or more members of Regulatory Compliance or, with respect to specified approvals, the Chief Executive Officer or Chief Investment Officer.
Any provision of this Code that is not required by law may be waived by the CCO if such waiver is consistent with the intent of this Code. Any waiver of the provisions in this Code granted by the CCO will be in place for the approval date(s) only.
Because a written code cannot answer all questions raised in the context of business relationships, each Covered Person (as defined below) must take responsibility for recognizing and responding appropriately to specific situations as they arise. If you have a question about the requirements of this Code or the appropriateness of a relationship or action, you should consult with the CCO in advance.
We use a third party software package provided by Compliance Science, Inc. (Compliance Science) to assist with the administration of various aspects of the Code, such as individual certifications and monitoring of personal trading activity. The employee website for Compliance Science is https://secure.complysci.com/default.asp.
3.
Personnel Covered by the Code of Ethics Covered Persons
3.1
Covered Persons . This Code applies to Covered Persons which consists of:
(i)
all officers , directors, employees, partners and/or members of Arrowstreet Capital, Limited Partnership;
(ii)
all officers, directors, employees, partners and/or members of any corporate affiliate of Arrowstreet Capital, Limited Partnership (defined and identified below); and
(iii)
select consultants engaged by Arrowstreet Capital, Limited Partnership or its affiliates and made subject to this Code by determination of the CCO, which we refer to as Designated Consultants.
An affiliate of the firm for purposes of this Code means any direct or indirect parent company of the firm and any
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direct or indirect subsidiary of the firm or any such parent company (excluding any comingled investment vehicle promoted by the firm to institutional investors and for which the firm is the investment adviser/sub-investment adviser or portfolio manager (which we refer to as an Arrowstreet Sponsored Fund)). Currently, our affiliates are Arrowstreet Capital GP LLC, Arrowstreet Capital Holding LLC, Arrowstreet Capital Australia Pty. Ltd. and Arrowstreet Capital Europe Limited. References to we, us, our, or the firm should be considered as references to Arrowstreet Capital, Limited Partnership and its affiliates as the context requires.
In determining whether a consultant should be a Designated Consultant, the CCO shall take into consideration the relevant facts and circumstances of the particular consulting engagement, including:
·
the duration of consulting services and term of consulting contract;
·
the services to be performed by consultant; consultants access to firm and/or client proprietary, confidential or sensitive information and data, including trade data and trading systems; and
·
the terms of any other agreements between the firm and the consultant.
3.1
Access Persons . Certain sections of this Code, such as Section 9 relating to personal trading, apply to Access Persons. Access Persons are Covered Persons that, in connection with their regular functions or duties, make, participate in, or have access to information regarding the purchase or sale of securities by clients (including Arrowstreet Sponsored Funds), investment recommendations, client flows or the portfolio holdings of clients (Trade Information). Regulatory Compliance will notify those who are considered Access Persons (and, if applicable, for what period they are considered Access Persons). Generally a non-executive director of the firm does not meet the definition of Access Person just by virtue of such persons status as a non-executive director. Non-executive directors of the firm (including any non-executive director that is also an equity holder of the firm) will not be considered an Access Person except where such non-executive director in fact makes, participates in, or has access to Trade Information. In such case, the non-executive director shall be treated as an Access Person for such period as the CCO determines.
4.
Restrictions on Disclosure of Confidential Information
4.1
Within Arrowstreet . Covered Person access to confidential information of the firm and its clients (including Trade Information) should be on a need-to-know basis in the course of such persons performing their assigned duties. Such confidential information may be used only in connection with providing services to the firm and/or its clients and may not be used or exploited for any personal benefit. Covered Persons are reminded that non-executive directors of the firm are not considered Access Persons and therefore Trade Information should not be disclosed to, or discussed with, such directors. In addition, all information provided to Regulatory Compliance pursuant to this Code shall be kept confidential and shared within the firm (and with its advisors) only on a need to know basis. The provisions of this Section 4.1 are at all times subject to Section 4.3 below.
4.2
Outside Arrowstreet . Covered Persons must not disclose confidential information (including Trade Information) of the firm or its clients to any person outside the firm except in accordance with our internal policies governing the disclosure of such information or with the consent of the CCO, Chief Executive Officer or Chief Investment Officer. Disclosure of nonpublic information about portfolio companies and other issuers may also be restricted as described in the section on insider trading below. The provisions of this Section 4.2 are at all times subject to Section 4.3 below.
4.3
Maintenance of Whistleblower Protection . Notwithstanding Sections 4.1 or 4.2 or any other provision herein or in any other firm manual, policy or other document, no confidentiality or other obligation owed by a Covered Person to the firm prohibits a Covered Person from reporting possible violations of law or regulation to any governmental agency or entity under any whistleblower protection provision of U.S. federal or state law or regulation (including Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act 2002) or requires a Covered Person to notify the firm of any such report. In making any such report, however, a Covered Person is not authorized to disclose communications with internal or external counsel to the firm that were made for the purpose of receiving legal advice, that contain legal advice or that are protected by the attorney work product or similar privilege.
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5.
Compliance with Laws and Regulations
5.1
General . Every Covered Person must comply with, and must endeavor to ensure that our firm complies with, all applicable laws and regulations. These may include, among others: Investment Advisers Act (relating to the overall investment advisory business); Investment Company Act (relating to, among other things, advisory services provided to U.S. registered mutual funds); Securities Act and Securities Exchange Act (relating to, among other things, the offer and sale of securities in Arrowstreet Sponsored Funds and SEC reporting requirements); Commodity Exchange Act (relating to, among other things, the advising and trading in futures, options on futures and swaps); Gramm-Leach-Bliley Act (relating to, among other things, privacy of client information) and Dodd-Frank REG S-ID; Bank Secrecy Act (relating to, among other things, money laundering and transactions in currency); Foreign Corrupt Practices Act (relating to, among other things, making payments to foreign officials); rules and regulations of the Commodity Futures Exchange Commission and the National Futures Association; and securities laws and regulations of states and foreign jurisdictions in which we are required to do so by contract, or which are otherwise applicable to us. Every Covered Person is expected to use good judgment and common sense in seeking to comply with applicable laws, rules and regulations and to ask for advice when uncertain about what is required.
5.2
Insider Trading. It is against the law and firm policy for any Covered Person to trade any security, either for a personal account or on behalf of a client or others while aware of material, non-public (inside) information relating to the security or the issuer; and in breach of a duty of trust or confidence owed directly or indirectly to the issuer of that security or its shareholders or to any other person who is the source of the inside information. It may also be illegal, and it is a violation of firm policy, to communicate inside information to someone else in breach of a duty of trust or confidence (known as tipping) or to receive inside information and subsequently trade while in possession of such information (known as tippee liability).
Material Information . Material information is information that a reasonable investor would consider important in making his or her investment decision about an issuer or a security. Generally, this is information the disclosure of which will have an effect on the price of the securities. Examples of material information include revisions to previously published earnings estimates, merger or other significant transaction proposals, significant new products or technological discoveries, litigation, extraordinary turnover in management, impending financial or liquidity problems, and significant orders to buy or sell securities. Pre-publication information regarding reports in the financial press may be material. Other types of information may also be material and as such no complete list can be given.
(b)
Non-Public Information . Information is non-public or inside information until it has been made available to investors generally, e.g. the wire services or other media, or an SEC filing, and the market has had time to digest it. The amount of time required depends on the amount of attention paid to the issuer in the markets, varying from a couple of hours for the largest companies to several days in the case of thinly traded issues.
(c)
A Duty of Trust or Confidence. In addition to the sort of insider relationships such as acting as a director of or adviser to an issuer that impose this obligation, a "duty of trust or confidence" also exists in other circumstances such as the following:
(iv)
whenever a person agrees to maintain information in confidence;
(v)
whenever one enters into a relationship the nature of which implies a duty to maintain the information in confidence; and
(vi)
whenever the person communicating the inside information and the person to whom it is communicated have a practice of sharing confidences, such that the recipient of the information knows or reasonably should know that the person communicating the inside information expects that the recipient will maintain its confidentiality. This may apply to family relationships as well as business relationships.
Ordinary research contacts by Covered Persons not involving the factors described above or other special
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circumstances should not result in a duty of trust or confidence. However, difficult legal issues may arise when, in the course of these contacts, Covered Persons become aware of material, nonpublic information. This could happen, for example, if an issuers chief financial officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In any case where you believe you have learned material inside information, you should consult Regulatory Compliance about your obligations.
(c)
Tender Offers . Information about a pending tender offer raises particular concerns, in part because such activity often produces extraordinary movements in the target companys securities and in part because an SEC rule expressly prohibits trading and tipping while in possession of material, nonpublic information regarding a tender offer.
(d)
Penalties . Insider trading or improperly communicating inside information to others may result in severe penalties, including large personal fines and/or imprisonment. In addition, such actions may expose the firm to fines as well as serious legal and regulatory sanctions. We view seriously any violation of these prohibitions and would consider it grounds for disciplinary action, including termination of employment.
(e)
Judgments and Concerns about Inside Information . Judgments in this area tend to be made with hindsight. It is particularly unwise to make them on your own, without the input of a disinterested person. Anyone who is unsure whether the insider trading prohibitions apply to a particular situation should:
(i)
report the circumstances immediately to the CCO;
(ii)
refrain from any trading activity in the respective security on behalf of clients or personally; and
(iii)
not communicate the inside information to anyone inside or outside of the firm with the exception of the CCO.
5.3
Market Manipulation . It is essential that no Covered Persons engage in any activity the purpose of which is to interfere with the integrity of the marketplace. Among other things, intentionally manipulating the market is a violation of law and of the firms policies and standards of conduct. The term manipulation generally refers to any intentional or deliberate act or practice in the marketplace that is intended to mislead investors in a security by artificially controlling or affecting the price of such security in the marketplace. For example, manipulation may involve efforts to stimulate artificially the public demand or to create the false appearance of actual trading activity. Practices that may constitute manipulative acts include:
(a)
portfolio pumping (submitting orders to purchase securities in a client account near the close of trading on the last day of a period for which performance will be reported ( e.g. , quarter-end));
(b)
window dressing (adding or eliminating securities holdings of a client on or around the date for which the clients holdings will be reported solely in order to make the clients holdings appear more favorable to the client ( e.g. , by eliminating a poorly performing holding or acquiring a security that has performed well));
(c)
marking the close (executing securities transactions at or near the close with a purpose of inflating the days price);
(d)
wash sales (selling a security at a loss and purchasing the same or a substantially similar security soon afterwards);
(e)
front running (transacting in a security for ones own account, or the account of client, while taking advantage of advance knowledge of another clients pending transactions (such as client flows));
(f)
spreading false rumors;
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(g)
disseminating false information into the marketplace that could reasonably be expected to cause the price of a security to increase or decrease;
(h)
matching orders (buying a security with a low turnover and subsequently placing contemporaneous buy and sell orders for the security for substantially the same number of securities at substantially the same time and at substantially the same price, with the aim of conveying an appearance of renewed interest in the security);
(i)
pumping and dumping (promoting a stock and selling once the stock price has risen following a surge of interest);
(j)
painting the tape (buying and selling a security to create the appearance of high trading volume (causing the price of the security to move in a desired direction)); and
(k)
cornering and squeezing (attempting to control of a large and dominating security position in a market in order deliberately to increase the price of the security).
The rules against market manipulation do not mean that merely trying to acquire or to dispose of an instrument for investment purposes and incidentally affecting the price is unlawful. Covered Persons with any questions whether any transaction may constitute market manipulation should contact the CCO.
6.
Additional Fiduciary Obligations
6.1
In General . As fiduciaries, Covered Persons must place client interests first, avoiding conflicts of interest between personal and client and/or firm matters even if not expressly prohibited by law. No Covered Person may:
(a)
employ any device, scheme or artifice to defraud a client;
(b)
make any untrue statement of material fact or material omission in communications to clients;
(c)
engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon a client; or
(d)
engage in any manipulative practice with respect to a client.
The scope of these prohibitions is very broad. It covers taking advantage of client transactions (including client flows) or information for the benefit of a personal or firm proprietary account, including such practices as scalping, front-running, and (with respect to investment companies advised by us) market timing. In addition, one may not take advantage, for the benefit of a personal or firm proprietary account, of an investment opportunity that is presented because of client activity and, therefore, properly belongs to the client.
In addition, the firm and every Covered Person are prohibited from knowingly purchasing or selling a security or other asset from or to a client account for its, his or her own account.
Investment opportunities (including allocation of partially-filled block trades) must be allocated fairly between client accounts (including Arrowstreet Sponsored Funds).
When we serve as an investment adviser to an investment company, we are bound by any restrictions contractually agreed with such investment company.
All Covered Persons are required to disclose in writing to Regulatory Compliance any situation that creates an actual or potential conflict between their interests and those of the firm or our clients.
6.2
CFA Institute Responsibilities for Investment Personnel . Many of our investment and other
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professionals are members of the CFA Institute, and are Chartered Financial Analyst® (CFA®) charterholders (or candidates to be CFA charterholders). As such, there are additional responsibilities incumbent upon such individuals to comply with the CFA Institutes Code of Ethics. The following rules and responsibilities apply to Covered Persons who are CFA charterholders, candidates to be CFA charterholders and all other research and investment personnel:
(a)
Suitability . Our fiduciary duty includes the duty to ensure that the investment advice we provide is suitable for a particular client. When accepting a new client, a reasonable inquiry must be made into the clients investment experience, risk and return objectives, and financial constraints. These issues must also be reassessed regularly. All investment personnel must ensure that each investment decision is consistent with the clients written objectives, mandates, strategies, and constraints.
(b)
Performance Presentation . When communicating investment performance information, investment personnel must make reasonable efforts to ensure that it is fair, accurate and complete and, where applicable, compliance with Global Investment Performance Standards (GIPS).
(c)
Investment Analysis . Investment personnel must exercise diligence, independence and thoroughness in analyzing investments, making investment recommendations and taking investment actions. They must also have a reasonable basis, supported by appropriate research, for any investment analysis, recommendation or action.
Investment personnel must communicate to clients and prospective clients the general principles of the investment processes used to analyze investments, select securities and construct portfolios, and must promptly disclose any changes that might materially affect those strategies. Investment personnel and marketing representatives should endeavor to provide as much transparency about the investment process and changes to that process as possible without compromising the need to maintain as proprietary many elements of the investment process. When in doubt, senior members of our investment team should be consulted before new or unapproved investment-related information is divulged on an external basis. It is also necessary to distinguish between fact and opinion in the presentation of investment analysis and recommendations.
Records to support investment analysis, recommendations, actions and other investment-related communications with clients and prospective clients must be maintained.
(d)
Disclosure of Referral Fees . It is our policy not to pay referral fees or commissions to firm personnel who solicit clients on behalf of the firm.
(e)
Responsibilities of Supervisors . Investment personnel must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the CFA Institutes Code of Ethics.
(f)
Additional Responsibilities for CFA® Charterholders . CFA charterholders must not engage in any conduct that compromises the reputation or integrity of the CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations. When referring to the CFA Institute, the CFA designation and the CFA program, members and candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA Program.
(g)
Additional Responsibilities for Investment Personnel who are National Futures Association Members . Many of our investment and other professionals are members of the National Futures Association (NFA) as an Associated Person (AP). As such, there are additional responsibilities incumbent upon such individuals to comply with NFA rules and regulations. For more information please refer to our CFTC/NFA Compliance Manual.
7.
Gift Policy
7.1
Gifts are Generally Prohibited. We recognize that giving or receiving Gifts (as defined below) in the course of conducting firm business may give rise to actual or perceived conflicts of interest which could compromise (or call into question) a persons ability to make objective and fair business decisions in the best
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interests of our firm and clients. Accordingly, our policy is that no Covered Person, while acting for or on behalf of the firm or any client (or otherwise representing the firm in any capacity), shall give or receive any Gift to any person or entity (including any client, consultant, or other third party provider of goods and services to the firm or our affiliates, or any service provider under consideration for engagement) except to the extent permitted under this Section 7, and any Gift given or received must meet the following conditions:
(a)
the Gift is not prohibited by law (e.g., bribe, kick-back);
(b)
the Gift is not in the form of cash or a cash equivalent (such as gift cards or gift certificates);
(c)
the Gift is not considered entertainment (e.g., an invitation or ticket to a sporting event, concert, show, certain after work events, or other similar event or activity; and
(d)
the Gift is not prohibited by the organizational policies of the giver or recipient.
A Gift is anything of value given or received in relation to our business and specifically does not include execution or research related services from brokers or other service providers as an incident to doing business (the receipt of these items is covered by our Soft Dollar and Broker Incidentals Policy). A Gift can take various forms and includes gratuities, favors, preferential treatment or special arrangements (including entertainment, such as meals, events or activities (regardless of whether the Covered Person pays their own way).
As a best practice, it is advisable to consult with Regulatory Compliance in advance of giving or accepting any Gift that could be construed to violate this Section 7.
7.2
Exceptions to General Gift Prohibition. The following Gifts are allowed under the Code:
(a)
Receipt of the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:
(i)
logo bearing corporate promotional items (such as a calendars, pens, mugs or the like) intended for business,
(ii)
perishable items, such as food or beverages, so long as such items are made available for firm-wide consumption,
(iii)
items of small value (e.g., meals in connection with business meetings) which do not exceed $50 in market value in the aggregate from any single source in any one calendar year for any individual Covered Person; and
(iv)
invitations to educational or business-related seminars, conferences, webinars, speeches, presentations, roundtables and the like (including if such event includes a meal ancillary to the event).
(b)
Giving the following Gifts which are not so frequent, so costly or so expensive as to raise any questions of impropriety:
(i)
meals in our office to any person for legitimate business purposes; and
(ii)
meals outside our offices to any client, prospective client or investment consultant by members of Business Development/Client Relationship Management (or any member of any other group participating in such business matters, such as members of Portfolio Management or Research), where such meals are conducted at business appropriate venues for legitimate business purposes.
(c)
Any other giving or receiving of Gifts approved in writing by the Chief Compliance Officer where
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the giving or receipt of such gift is consistent with the intent of this Section 7.
7.3
Gifts to Taft-Hartley and Public Plan Clients and Prospects . Many U.S. and non-U.S. federal, state and local governments, as well as U.S. Department of Labor rules applicable to unions, restrict gratuities to, and entertainment of, representatives benefit plan representatives. The rules vary in different jurisdictions; in some instances, the dollar thresholds above which gratuities or entertainment are unlawful may be quite low. Accordingly, no Gift in any amount should be provided to representatives of governmental or union pension plans without the approval of the CCO.
7.4
Gift Reporting . Covered Persons are required to report to Regulatory Compliance the giving or receiving of any Gift within 30 days of each calendar quarter (other than permitted Gifts described in Section 7.2(a) and (b) above).
7.5
Foreign Corrupt Practices Act . The U.S. Foreign Corrupt Practices Act (FCPA) makes it unlawful for any U.S. company - as well as any of its officers, directors, employees, agents or stockholders acting on its behalf - to offer, pay, promise or authorize any bribe, kickback or similar improper payment to any foreign official, foreign political party or official or candidate for foreign political office in order to assist the U.S. company in obtaining, retaining or directing business. Violators are subject to severe civil and criminal penalties, up to and including imprisonment. Other countries have similar laws, including the UK Bribery Act.
The FCPA not only prohibits direct payments to a foreign official, but also prohibits U.S. companies from making payments to third parties - such as a foreign partner, sales agent or other intermediary - with knowledge that all or a portion of the payment will be passed on to a foreign official. The FCPAs definition of knowledge is broader than actual knowledge. A company is deemed to know that an agent or other intermediary will make an improper payment if it is aware of, but consciously disregards, a high probability that such a payment will be made. The purpose of this standard is to prevent companies from adopting a head in the sand approach to the activities of their foreign agents and partners. Accordingly, before the Firm retains any agent or intermediary who may be involved in soliciting a potential investment from, or other transaction with, a foreign government or government entity, written approval must be obtained in advance from the CCO.
Our policy is to comply with the FCPA and all other applicable laws against bribery and other improper payments. No payment on behalf of the firm shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that prescribed by the documents supporting such payment. It is strictly prohibited for any person, directly or indirectly, to offer to make any bribes, kickbacks, rebates or other payments to any company, financial institution, person or governmental official to obtain favorable treatment in receiving or maintaining business (it being understood that giving meals to any foreign official, foreign political party or official or candidate for foreign political office in the context of business development or client relationship activities where such meals are conducted at business appropriate venues for legitimate business purposes and which are not so frequent, so costly or so expensive as to raise any questions of impropriety should be compliance with these rules.
7.6
Charitable Giving. Covered Persons are advised that donations to certain organizations (many of which appear to be charitable organizations) may result in a violation of the firms Political Activity Policy. Covered Persons are advised to closely review the firms Political Activity Policy and to reach out to Regulatory Compliance prior to making any charitable donations or contributions to any entity or organization that is not a recognized 501(c)(3) entity.
8.
Outside Business Activities
8.1
Access Persons . Every Access Person must receive approval from Regulatory Compliance prior to engaging in any outside business activity. An outside business activity for purposes of the Code refers to (i) any business or other activity outside the scope of such persons position with the firm for which compensation is received; or (ii) any activity involving investment advice or other securities-related functions whether or not compensated for any person or entity, other than a Member of the Family (or any trust or other investment vehicle established and controlled by any such person). Outside business activities may include the following:
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(a)
teaching;
(b)
consulting;
(c)
business association with any person not associated with the firm;
(d)
service on the board of directors or as trustee of any organization;
(e)
professional practices; and
(f)
presentations at seminars and conferences.
Access Persons may seek approval of any outside business by submitting an approval request via Compliance Science https://secure.complysci.com/default.asp). Any such request will be reviewed for potential conflicts of interest and such activity may be approved, restricted or disapproved. Such analysis will take into account existing business relationships, including those designated as sensitive by Regulatory Compliance. Outside business activities by Covered Persons are required to be certified annually (refer to applicable certification in Compliance Science https://secure.complysci.com/default.asp).
Compensation received by Access Persons for certain types of outside business activities may be required to be paid to the firm. Access Persons are prohibited from serving as an officer, director, advisor or, or consultant to, a publicly traded company.
8.2
Non-Access Persons . Every non-Access Person must receive approval from the Chief Compliance Officer or Chief Executive Officer prior to engaging in any outside business activity in accordance with agreed upon procedures. Such analysis will take into account existing business relationships, including those designated as sensitive by Regulatory Compliance. Although non-Access Persons may serve as an officer, director, employee or consultant of a publicly traded company, such person shall recuse himself or herself from any firm board matter in which such non-Access Person may be conflicted as a result of such.
9.
Personal Securities Trading by Access Persons
9.1
In General. Access Persons are required to obtain pre-clearance of transactions in Securities that they Beneficially Own, as described below. They are also required to provide the firm with reports of such Securities transactions and holdings.
9.2
Definitions. The following definitions apply to this Section 9:
(a)
Beneficial Ownership means a direct or indirect pecuniary (financial) interest held by the Access Person. Indirect interests include the pecuniary interest of any Member of the Family (defined below) of the Access Person, certain family trusts, family custodial accounts, entities controlled by the Access Person, portfolios from which the Access Person may receive a performance fee, and other circumstances in which the Access Person may profit, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, from transactions in the respective Securities, as defined further in SEC Rule 16a-1(a)(2).
(b)
Covered Account means a financial account in which an Access Person has Beneficial Ownership and has the ability to purchase Securities or Restricted Funds.
(c)
Electronic Broker(s) means broker-dealers that have the ability to electronically feed Access Person personal holdings and transaction information into Compliance Science and which are approved by the firm for this purpose.
(d)
Member of the Family of an Access Person includes (i) the Access Persons spouse, domestic partner or other similar relationship, (ii) the Access Persons children under the age of 18 and any other child who lives in the same household or for whose support the Access Person contributes, and (iii) any of the following who
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live in the Access Persons household: stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.
(e)
Restricted Fund means any U.S. or non-U.S. registered investment company that is offered to the public and for which the firm serves as an investment adviser or whose investment adviser or principal underwriter controls, is controlled by, or is under common control with the firm. A list of Restricted Funds may be obtained from Regulatory Compliance or may be viewed/printed from the Legal & Compliance page of the firm intranet.
(f)
Security means any note, stock, exchange-traded fund (subject to Section 9.3(d)(vi) below), closed-end investment fund, security future, bond, debenture, investment contract, voting-trust certificate, certificate of deposit for a security, any put, call, straddle, option, or privilege on any security or on any group or index of securities, 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 described in Section 2(a)(36) of the Investment Company Act or commonly known as a "security," except that Security does not include: (i) direct obligations of the Government of the United States, (ii) foreign currencies traded for exchange conversions and deliverable forward foreign currency contracts (e.g., converting US Dollars to a foreign currency for personal use or presently purchasing a currency for future delivery of a different currency) (iii) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (iv) money market fund shares, (v) shares issued by open-end investment companies that are registered under the U.S. Investment Company Act of 1940 and which are not Restricted Funds, and (vi) units of unit investment trusts that do not invest in Restricted Funds.
9.3
Pre-clearance Requirement . Except as provided in Section 9.3(d), each Access Person must obtain written pre-clearance from Regulatory Compliance before any person effects any transaction in a Security of which the Access Person has (or as a result of which transaction s/he acquires) Beneficial Ownership. For this purpose, transaction means any acquisition or disposition of Beneficial Ownership, which includes but is not necessarily limited to purchases, sales, pledges, gifts, and writing options with respect to the Security. It should be noted that pre-clearance for a transaction in a Security is rarely granted, except under the circumstances described below or in Section 9.3(i).
(a)
Automatically Ineligible . Except as provided in Section 9.3(i) below, transactions in (i) Securities that involve or are related to global public equities, (ii) derivative instruments (including futures and swaps) that are likely to be traded on behalf of client accounts, and (iii) non-deliverable currency contracts and other speculative transactions in currencies are, in each case, considered automatically ineligible for pre-clearance as they may conflict with, or give the appearance of conflicting with, client interests.
(b)
Likely Eligible . Transactions in Securities other than those described in Section 9.3(a) above are considered likely eligible for pre-clearance. In reviewing these types of pre-clearance requests, we acknowledge that investments in these types of Securities may not present the same potential conflicts of interest and other concerns that arise in transactions identified in Section 9.3(a) above. Similarly, investments by a Member of the Family in employer sponsored investment vehicles, regardless of investment strategy, may not present the same potential for conflicts of interest. Accordingly, Access Persons, or Members of the Family of an Access Person, wishing to invest in these types of Securities are more likely to obtain pre-clearance. Access Persons should be aware that the sale or other disposition of any Securities received in respect of a Security for which pre-clearance was granted (e.g., a distribution of securities in lieu of cash to investors in connection with a private fund portfolio company liquidity event) shall, for the avoidance of doubt, be subject to the firms pre-clearance policy.
(c)
Pre-clearance Service Charge Private Investments . Access Persons will be assessed a $1,000 service charge for pre-clearance requests relating to the purchase or sale of private fund investments or other similarly complex private investments, except in the case of proposed investments in employer-sponsored investment funds, in which case the service charge will be $1,000 for a review of the investment program as a whole. Notwithstanding the above, Regulatory Compliance may provide (at no charge) an initial assessment of the likelihood of granting pre-clearance; however, no guarantee of approval of pre-clearance will be made and any requests should allow ample time to review the proposed investment. The service charge will not apply to Securities for which pre-clearance was previously granted, or with respect to pre-clearance requests to sell existing positions as
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described in Section 9.3(i).
(d)
Exceptions to Pre-clearance Requirement . Pre-clearance is not required for the following transactions:
(i)
The receipt of Securities as a Gift;
(ii)
Corporate actions in Securities that are involuntary on the part of the Access Person;
(iii)
Transactions of Securities in an account (A) that was not established by the Access Person or a Member of the Family of the Access Person (B) and over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control;
(iv)
Purchases of Securities pursuant to certain automatic investment plans, so long as pre-clearance is obtained for the establishment of, and for any change in, such plan;
(v)
The automatic vesting of shares of stock pursuant to an existing stock option or warrant (or similar transaction);
(vi)
shares or units of any exchange traded fund (ETF) which is included on the list of approved ETFs maintained by Regulatory Compliance and posted on the Legal & Compliance page of the firm intranet.
Please note that a transaction in Securities may need to be reported under Section 9.4 below, whether or not pre-clearance was required.
(e)
Pre-clearance Form . The Pre Clearance Form (refer to applicable certification in Compliance Science https://secure.complysci.com/default.asp) should be used to submit information about a proposed transaction to Regulatory Compliance. Regulatory Compliance will promptly notify each individual of approval or denial via Compliance Science or electronic mail. Approval is valid solely for the period, and on the terms, specified by Regulatory Compliance, unless sooner revoked.
(f)
Grounds for Denying Pre-clearanc e. Regulatory Compliance may deny or impose conditions on pre-clearance of any proposed transaction in Securities if in the opinion of the CCO, such transaction would be, or would appear to be, inconsistent with our applicable legal or fiduciary obligations. Reasons for denying pre-clearance may be confidential, and no reason need be stated. Reasons for denying pre-clearance may include, but are not limited to:
(i)
the proposed transaction would occur within a short time before or after any client has traded in the same or a related Security;
(ii)
the proposed transaction would occur while the same or a related Security is under consideration for an transaction in a client account;
(iii)
the Security is to be acquired in an initial public offering;
(iv)
breach (or the appearance of breach) of a duty of trust or confidence to the issuer of the Security;
(v)
short sales in a security that a client holds long;
(vi)
price based limit orders; or
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(vii)
large holdings in any one company.
Regulatory Compliance is entitled to take any relevant consideration into account in determining whether to grant or deny pre-clearance. Among other things, Regulatory Compliance may determine that pre-clearance is warranted notwithstanding any of the factors listed above if the proposed transaction is unlikely to affect a highly liquid market for the respective Security. Regulatory Compliance may revoke a pre-clearance at any time after it is granted and before the transaction is effected.
(g)
Short Term Trading . No Access Person may effect opposite way transactions (i.e. buying and selling or short selling and buying) within a 60-calendar day window in any Security of which he or she has Beneficial Ownership; provided, however, that this Section 3(g) shall not be applicable with respect to transactions in shares or units of any exchange traded fund (ETF) which is included on the list of approved ETFs maintained by Regulatory Compliance as contemplated by Section 3(d)(vi).
(h)
Personal Risk . Our compliance procedures may add to the risks involved in trading in short sales or derivative instruments by impeding quick trading decisions often required when trading these instruments. It is important that each Access Person is aware that any financial losses incurred as a result of denial of pre-clearance or other aspects of our compliance policy will not be reimbursed by us.
(i)
Quarterly Pre-clearance Procedure for Long-Only Sales . Access Persons may seek pre-clearance on a quarterly basis to sell long-only securities positions held by such Access Person. Selling short or naked selling of derivative instruments such as puts, calls and options are not permitted under this quarterly pre-clearance procedure.
To obtain pre-clearance, a request must be submitted to Regulatory Compliance through Compliance Science in accordance with Section 9.3(f) of the Code at least 10 business days prior to the first business day of a given quarter. Regulatory Compliance will review each pre-clearance request and notify the Access Person of approval or denial via Compliance Science or electronic mail prior to the first business day of the given quarter. If pre-clearance is granted, the Access Person will be permitted to sell such pre-cleared securities positions on either (i) the 30 th day of the quarter for which pre-clearance was granted (if the 30 th day is not a business day, the next business day thereafter); or (ii) such other later date as mutually agreed at the time preclearance was granted.
Pre-clearance, if any, will be valid solely for the trading day specified in the pre-clearance approval notice, and the Access Person must sell all of the securities in the exact share amounts requested included in the pre-clearance approval notice (together with any other Securities received as a result of such holdings (e.g., as a result of a stock split, or stock dividend). If an Access Person sells an amount different than what was pre-cleared for such securities, the Access Person may not be eligible for pre-clearance under this procedure for the following three quarters.
(j)
Covered Account Requirements . Access Persons must maintain Covered Accounts with Electronic Brokers; provided that (i) new employees will have 90 days following their start date to transition any Covered Account that is not with an Electronic Broker to an Electronic Broker; and (ii) in the event of a material hardship or any other fact or circumstance that would prevent the establishment or maintenance of a Covered Account with an Electronic Broker, the Chief Compliance Officer may waive such requirement.
9.4
Access Person Reporting Requirements .
(a)
Initial and Annual Holdings Reports . (1) No later than 10 days after becoming a Access Person, whether through outside hiring or internal transfer, and (2) during the month of July each year, every Access Person shall (except as provided in Section 9.4(c) below) provide, via Compliance Science, a report to Regulatory Compliance of the following information (which must, respectively, be current (1) not more than 45 days before the date on which the person became a Access Person and (2) as of June 30 of the respective year), as indicated in the Initial Report of Securities Holdings report (refer to applicable certification in Compliance Science https://secure.complysci.com/default.asp):
(i)
the title and exchange ticker symbol or CUSIP number, type of security and number of
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shares or principal amount of each Security in which the Access Person had any Beneficial Ownership (alternatively, the Access Person may request that duplicate brokerage account statements be sent to the attention of Regulatory Compliance);
(ii)
the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held in which the Access Person has Beneficial Ownership; and
(iii)
the date that the report is submitted by the Access Person.
Annual holdings certifications may be certified by way of providing a complete and accurate report of Securities to Regulatory Compliance or by making available brokerage statements to Regulatory Compliance, either through electronic feeds or through providing paper broker statements 1 . Please refer to the Annual Report of Securities Accounts in Compliance Science (https://secure.complysci.com/default.asp) for detailed information on this requirement.
(b)
Quarterly Transaction and Broker Account Reports . No later than 30 days after the end of each calendar quarter, every Access Person shall (except as provided in Section 9.4(c) below) report to Regulatory Compliance the following information, as required in the Quarterly Report of Transactions located in Compliance Science (https://secure.complysci.com/default.asp), as applicable 2 .
(i)
With respect to each transaction of any type during the quarter in a Security in which the Access Person had Beneficial Ownership:
(A)
the date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares or the principal amount of each Security involved;
(B)
the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
(C)
the price of the Security at which the transaction was effected;
(D)
the name of the broker, dealer or bank with or through which the transaction was effected; and
(E)
the date that the report is submitted by the Access Person.
(ii)
Except as provided in 9.4(c) below, with respect to each account maintained by the Access Person in which any Securities were held during the quarter in which the Access Person had any direct or indirect Beneficial Ownership:
(A)
the name of the account holder;
(B)
account type;
(C)
the name of the broker, dealer or bank with which the Access Person established
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the account;
(D)
the date the account was established; and
(E)
the date that the report is submitted by the Access Person.
(iii)
The Access Person shall also instruct each such broker, dealer or bank to send copies of all confirmations of trades and periodic account statements directly to Regulatory Compliance or set up electronic feeds (where applicable) to the firms software vendor allowing systematic receipt of trade confirmations and account statements.
(c)
Exception to Reporting Requirements . All brokerage or similar accounts that hold, or are eligible to hold, Securities and in which an Access Person or Member of the Family of an Access Person has a pecuniary interest must be reported, other than:
(i)
any account (i) that was not established by the Access Person or a Member of the Family of the Access Person (ii) and over which the Access Person (or any Member of the Family of the Access Person) has no direct or indirect influence or control;
(ii)
an automatic investment plan; provided, that in each case, the exclusion of such account has been approved by Regulatory Compliance;
(iii)
an account established as a qualified tuition program pursuant to Section 529 of the Internal Revenue Code (529 Plans) if we do not manage, distribute, market, or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan; and
(iv)
an account that, by its terms, may not hold Securities (e.g., a 401(k) or 403(b) account, or an account maintained at a mutual fund company (e.g., Vanguard)); provided, that in each case, the exclusion of such account has been approved by Regulatory Compliance.
(d)
Review of Reports . Regulatory Compliance will review transactions and holdings reports (or data feeds) received within a reasonable time after receipt and will carry out periodic testing procedures designed to provide reasonable assurance that the transactions and holdings reported are not in violation of this Code. Such procedures will not only review compliance with internal policies but will also review whether personal trades were made at the detriment of client trading activities. Regulatory Compliance is responsible for communicating all potential issues noted to the CCO for further investigation and resolution.
(e)
Notice - Personal Trading Rules Subject to Change. Our personal trading rules are subject to change. For example, the firm may expand its product set to include a broader universe of instruments, and the firms eligibility policy described in Section 9.3(a) and (b) may be further limited at that time. Similarly, the list of approved exchange traded funds for purposes of Section 9.3(d) and the list of Restricted Funds may change. While it is expected that any existing investments in a Security held by an Access Person (including any approved private funds) would be grandfathered, additional trading restrictions may apply, including liquidity restrictions.
10.
Acknowledgements.
Regulatory Compliance will furnish copies of this Code and all amendments hereto to all Covered Persons (including posting on the Legal & Compliance page of the firm intranet). Annually (and connection with any material amendment), each Covered Person is required to sign the Acknowledgement form (refer to applicable form in Compliance Science https://secure.complysci.com/default.asp), which certifies that he or she has read and understood the Code and that he or she has complied (or, with respect to any amendment, will comply) with the Code for the applicable period.
11.
Duty to Report Violations.
Each person should ask questions, seek guidance, and express any concerns regarding compliance with this Code or
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any of our other policies. Anyone who believes that any person has engaged or is engaging in conduct that violates applicable law or this Code should promptly report that information to the CCO or the Chief Executive Officer, who in turn must report it to the CCO. The CCO will be responsible for notifying the Operating Committee and the Board of Directors and furnishing any information appropriate to address any violation.
12.
Accountability for Violations of this Code.
Failure to comply with the standards required by this Code will result in disciplinary action that may include, without limitation, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary and/or bonus payments, selling of positions, disgorgement of profits, discharge or removal, and restitution. Certain violations may be referred to public authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not promptly report it, also will be subject to disciplinary action, up to and including discharge.
13.
Record Keeping.
We will maintain the following records concerning the administration of this Code:
(a)
In an easily accessible place, a copy of this Code of Ethics (and any prior Code of Ethics that was in effect during the past six years);
(b)
A record of any violation of this Code and of any action taken as a result of such violation, for a period of six years following the end of the fiscal year in which the violation occurs;
(c)
A copy of each report (or brokerage confirmation or statement in lieu of a report) submitted under Section 9 of this Code for a period of six years from the end of the fiscal year in which the report was submitted, provided that for the first two years such reports must be maintained and preserved in an easily accessible place (and, to the extent required by law, such records shall be maintained electronically in an accessible computer database);
(d)
A list of all persons who are, or within the past six years were, required to make or required to review, reports pursuant to Section 9 of this Code of Ethics;
(e)
A copy of each report or questionnaire response provided to the board of any investment company client as described in Section 14, for a period of six years following the end of the fiscal year in which the report is made, provided that for the first two years such record will be preserved in an easily accessible place; and
(f)
A written record of any decision, and the reasons supporting any decision, to approve the trade by an Access Person of any security for a period of six years following the end of the fiscal year in which the approval is granted.
A record of the written acknowledgment of the receipt of this Code and of any amendment hereto provided by each person who is or was a Covered Person at any time during the prior six years.
All such records shall be maintained in an easily accessible place which shall, for at least the first two years be our principal office. Electronic records will be maintained on servers accessible by that office.
14.
Amendments and Reporting.
All amendments to this Code are subject to the approval of the CCO. Amendments considered to be material by the CCO shall be submitted to the Operating Committee for approval. The CCO shall report (i) material amendments to the Code to the Chairman of the Audit and Risk Committee of the Board of Directors; and (ii) material violations of the Code to the Board of Directors.
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* * *
1
See guidance for this methodology as described in Investment Adviser Code of Ethics; Final Rule, Advisers Act Release No. IA-2256 (July 2, 2004) n.32.
2
Access Persons who provide copies of confirmations of trades and periodic brokerage statements to the Compliance Officer need only certify that no other Securities transactions took place during the quarter, provided that such confirmations and periodic statements (i) are provided to the Compliance Officer by the deadline required for the quarterly report in which the transactions or brokerage accounts must be reported and (ii) include all information required under Section 9.4(b) of this Code.
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FORM OF
MANAGEMENT CONTRACT
between
FIDELITY RUTLAND SQUARE TRUST II
STRATEGIC ADVISERS TAX-SENSITIVE SHORT DURATION FUND
and
STRATEGIC ADVISERS, INC.
AGREEMENT made as of _____, ____ by and between Fidelity Rutland Square Trust II, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the Fund), on behalf of Strategic Advisers Tax-Sensitive Short Duration Fund (hereinafter called the Portfolio), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the Adviser) as set forth in its entirety below.
1.
(a)
Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund ’ s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio ’ s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the 1940 Act), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are interested persons of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund ’ s Board of Trustees.
(b)
Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees of the Fund, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, any sub-advisers, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund ’ s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio ’ s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund ’ s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund ’ s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.
(c)
The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’ s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.
2.
It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.
3.
(a)
For the services and facilities to be furnished hereunder, the Adviser shall receive a monthly management fee equal to the sum of (i) the annual rate of ____% of the average daily net assets of the Portfolio (computed in the manner set forth in the Trust Instrument) throughout the month, which is retained by the Adviser and (ii) the total fees payable monthly to the sub-advisers retained by the Fund and the Adviser pursuant to investment sub-advisory agreements, which, for each sub - adviser, is based on the average daily Portfolio Assets; provided however , that the maximum aggregate annual management fee rate payable by the Portfolio shall not exceed ____% of the average daily net assets of the Portfolio. For purposes of calculating the fee payable to each sub-adviser, Portfolio Assets shall mean the portion of the net assets of the Portfolio managed by the relevant sub-adviser.
(b)
The Adviser shall pay the sub-advisers the fees described in clause (a)(ii) above pursuant to, and in accordance with, the investment sub-advisory agreements.
(c)
In the case of initiation or termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.
4.
It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund ’ s Trustees other than those who are interested persons of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio ’ s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio ’ s shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non – recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund ’ s Trustees and officers with respect thereto.
5.
The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities , provided, however , that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser ’ s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.
6.
Subject to the prior written approval of the Trustees of the Fund, satisfaction of all applicable requirements under the 1940 Act, and such other terms and conditions as the Trustees may impose, the Adviser may appoint (and may from time to time remove) one or more unaffiliated persons as agent to perform any or all of the services specified hereunder and to carry out such provisions of this Agreement as the Adviser may from time to time direct and may delegate to such unaffiliated persons the authority vested in the Adviser pursuant to this Agreement to the extent necessary to enable such persons to perform the services requested of such person by the Adviser, provided, however , that the appointment of any such agent shall not relieve the Adviser of any of its liabilities hereunder.
7 .
(a)
Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Contract shall continue in force until _______ and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.
(b)
This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the Commission) or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff .
(c)
In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d)
Either party hereto may, at any time on sixty (60) days ’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.
8.
The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund ’ s Trust Instrument and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio or any other portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any portfolio under the Trust Instrument are separate and distinct from those of any and all other portfolios.
9.
The Adviser shall not be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or negligence of the Adviser and could not have been reasonably prevented by the Adviser through back – up systems and other business continuation and disaster recovery procedures commonly employed by other SEC – registered investment advisers that meet reasonable commercial standards in the investment company industry. Such causes may include, but are not restricted to, Acts of God or of the public enemy, terrorism, acts of the State in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargoes.
10.
This Contract shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof. To the extent that the applicable laws of the Commonwealth of Massachusetts conflict with the applicable provisions f the 1940 Act, the latter shall control.
The terms vote of a majority of the outstanding voting securities, assignment, and interested persons, when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff .
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CODE OF ETHICS
Waddell & Reed Financial, Inc.
Waddell & Reed, Inc.
Waddell & Reed Investment Management Company Fiduciary Trust Company of New Hampshire Waddell & Reed Advisors Funds
Ivy Variable Insurance Portfolios InvestEd Portfolios
Ivy Funds Ivy NextShares
Ivy Investment Management Company Ivy Distributor, Inc.
Waddell & Reed Services Company, doing business as WI Services Company Ivy High Income Opportunities Fund
Revised: Waddell & Reed Advisors Board and Ivy Board February 22, 2017 Revised: Ivy High Income Opportunities Fund February 22, 2017
Revised: Ivy NextShares February 22, 2017
1.
Preface
Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Act"), requires registered investment companies and their investment advisers and principal underwriters to adopt codes of ethics and certain other provisions to prevent fraudulent, deceptive and manipulative practices. Each investment company in Waddell & Reed Advisors Funds, Ivy Variable Insurance Portfolios and InvestEd Portfolios (collectively, the "W&R Funds") and Ivy Funds (the "Ivy Funds") are registered as open-end management investment companies under the Act. Ivy High Income Opportunities Fund is a registered closed-end management investment company under the Act ("IVH" and together with the Ivy Funds and the W&R Funds, each a "Fund" and collectively, the "Funds"). Waddell & Reed, Inc. ("WRI") is the principal underwriter for each of the W&R Funds, and Ivy Distributor, Inc. ("IDI") is the principal underwriter for Ivy Funds. Waddell & Reed Services Company doing business as WI Services Company ("WISC") is the accounting services agent, transfer agent and shareholder servicing agent for Waddell & Reed Advisors Funds and InvestEd Portfolios and Ivy Funds and the transfer agent for Ivy Variable Insurance Portfolios. Waddell & Reed Investment Management Company ("WRIMCO") is the investment adviser for the W&R Funds and may also serve as investment adviser for institutional clients other than the Funds. Ivy Investment Management Company ("IICO") is the investment adviser for the Ivy Funds and IVH and may also serve as investment adviser for institutional clients other than the Funds. Fiduciary Trust Company of New Hampshire ("FTC") is a trust company and a subsidiary of WRI and Waddell & Reed Financial, Inc. ("WDR") is the public parent holding company. Except as otherwise specified herein, this Code applies to all employees, officers, directors and trustees of WRI, WISC, WRIMCO, IDI, IICO and FTC (each a "Company" and collectively, the "Companies").
This Code of Ethics (the "Code") is based on the principle that the officers, directors, trustees and employees of the Companies and the Funds have a fiduciary duty to place the interests of their respective advisory clients first, to conduct all personal securities transactions consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of their position of trust and responsibility, and to conduct their personal securities transactions in a manner that does not interfere with the portfolio transactions of any advisory client or otherwise take unfair advantage of their relationship to any advisory client. Persons covered by this Code must adhere to this general principle as well as comply with the specific provisions of this Code. Persons covered by this Code, including Supervised Persons, are required to comply with all Federal securities laws.
Technical compliance with this Code will not insulate from scrutiny trades that indicate an abuse of an individual's fiduciary duties to any advisory client.
This Code has been approved, and any material change to it must be approved, by each Funds board of trustees including a majority of the Fund's Disinterested Trustees, defined below.
2.
Definitions
" Access Person " means (i) any director, trustee, officer or general partner of a Fund or an Adviser, (ii) any employee of a Fund or Company, any director or officer of a Principal Underwriter, or any director, officer, general partner or employee of any company in a control relationship to a Fund or Adviser who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of securities for an Advisory Client or whose functions relate to the making of any recommendation to an Advisory Client regarding the purchase or sale of securities and (iii) any natural person in a control relationship to a Fund or an Adviser who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of securities by the Fund. A natural person in a control relationship or an employee of a company in a control relationship does not become an "Access Person" simply by virtue of the following: normally assisting in the preparation of public reports, but not receiving information about current recommendations or trading; or a single instance of obtaining knowledge of current recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge. The Compliance Department, in cooperation with department heads, is responsible for determining who are Access Persons.
" Adviser " means each of WRIMCO and IICO.
" Advisory Client " means any client (including any Fund or managed account) for which WRIMCO or IICO serves as an investment adviser, renders investment advice or makes investment decisions.
" Beneficial Ownership " shall be interpreted in the same manner as it would be pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a Security for purposes of Section 16 thereof. (See Appendix A for a more complete description.)
" CCO " means Chief Compliance Officer.
" Control " shall have the same meaning as that set forth in Section 2(a)(9) of the Act.
" De Minimis Transaction " means a transaction in an equity Security (or an equivalent security) that is equal to or less than 300 shares, or is a fixed-income Security (or an equivalent security) that is equal to or less than $15,000 in principal amount. Purchases and sales, as the case may be, in the same Security or an equivalent Security within 30 days will be aggregated for purposes of determining if the transaction meets the definition of a De Minimis Transaction.
" Disinterested Trustee " means a trustee of a Fund who is not an "interested person" of such Fund within the meaning of Section 2(a)(19) of the Act.
" Equivalent Security " means any Security issued by the same entity as the issuer of a subject security, including options, rights, warrants, preferred stock, restricted stock, phantom stock, bonds and other obligations of that company, or security convertible into another security.
" Immediate Family " of an individual means any of the following persons who reside in the same household as the individual:
child |
grandparent |
son-in-law |
stepchild |
spouse |
daughter-in-law |
grandchild |
sibling |
brother-in-law |
parent |
mother-in-law |
sister-in-law |
stepparent |
father-in-law |
|
Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) that the Legal Department determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety that this Code is intended to prevent.
" Initial Public Offering " means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
" Investment Personnel " means any employee who provides information and advice to a Portfolio Manager or who helps execute the Portfolio Manager's decisions.
" Large Cap Transaction " means a purchase or sale of Securities issued by (or equivalent securities with respect to) companies with market capitalization that are not considered small cap Securities, or have a market capitalization of at least $10 billion.
" Non-Affiliated Director " means a director or trustee of a Fund or a Company, who is otherwise not an affiliated person of a Fund or a Company.
" Portfolio Manager " means any employee entrusted with the direct responsibility and authority to make investment decisions affecting an Advisory Client.
" Principal Underwriter " means each of IDI and WRI.
" Private Placement " means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of, or pursuant to Rule 504, Rule 505 or Rule 506 under, the Securities Act of 1933.
" Purchase or Sale of a Security " includes, without limitation, the writing, purchase or exercise of an option to purchase or sell a Security, conversions of convertible securities and short sales.
" Reportable Fund " means (i) any of the Funds; (ii) any other RIC for which a Company serves as an investment adviser as defined in Section 2(a)(20) of the Act; or (iii) any RIC whose investment adviser or principal underwriter controls a Company, or is under common control with a Company.
" RIC " means any investment company registered under the Act. " SEC " means the United States Securities and Exchange Commission.
"Security" shall have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended, except that it does not include (i) direct obligations of the Government of the United States, (ii) bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements (iii) shares issued by money market RICs; (iv) shares issued by open-end RICs, other than Reportable Funds and exchange traded funds ("ETFs"); and (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end RICs, none of which is a Reportable Fund.
" Security Held or to be Acquired " by an Advisory Client means (a) any security that, within the most recent 15 days, (i) is or has been held by an Advisory Client or (ii) is being or has been considered for purchase by an Advisory Client, and (b) any option to purchase or sell, and any security convertible into or exchangeable into, a security described in the preceding clause (a).
" Supervised Person " is any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Adviser, or other person who provides investment advice on behalf of an Adviser and is subject to the supervision and control of the Adviser.
3.
Pre-Clearance Requirements
Except as otherwise specified in this Code, all Access Persons, except a Non-Affiliated Director or Disinterested Trustee or a member of his or her Immediate Family, shall clear in advance through the Compliance Department, the Funds' CCO or his/her designee (hereinafter referred to as the "Compliance Department"), any purchase or sale, direct or indirect, of any Security (with the exception of Reportable Funds) in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership; provided, however, that an Access Person shall not be required to clear transactions effected for securities held in any account over which such Access Person does not have any direct or indirect influence or control.
For accounts affiliated with the Companies or any of their affiliates or related companies ( " affiliated accounts " ), WRIMCO or IICO, as applicable, must clear in advance purchases of equity securities in Initial Public Offerings only.
Except as otherwise provided in Section 5, the Compliance Department will not grant clearance for any purchase or sale of a Security by an Access Person if there is a pending open order for that Security (an Open Order) on the trading desk. If the Security proposed to be purchased or sold by the Access Person is an option, clearance will not be granted if there is an Open Order on the securities subject to the option. If the Security proposed to be purchased or sold is a convertible security, clearance will not be granted if there is an Open Order on either that security or the securities into which it is convertible. For all other purchases and sales of securities for affiliated accounts, no clearance is necessary, but such transactions are subject to WRIMCO's or IICO's Procedures for Aggregation of Orders for Advisory Clients, as amended from time to time.
The Compliance Department may refuse to preclear a transaction if it deems the transaction to involve a conflict of interest, possible diversion of corporate opportunity, or an appearance of impropriety.
Clearance is effective, unless earlier revoked, until the earlier of (1) the close of business on the second trading day, beginning on and including the day on which such clearance was granted, or
(2) such time as the Access Person learns that the information provided to the Compliance Department in such Access Person's request for clearance is not accurate. If an Access Person places an order for a transaction within the two trading days but such order is not executed within the two trading days (e.g., a limit order), clearance need not be re-obtained unless the Access Person who placed the original order amends such order in any way. Clearance may be revoked at any time and is deemed revoked if, subsequent to receipt of clearance, the Access Person has knowledge that a Security to which the clearance relates is being considered for purchase or sale by an Advisory Client.
A Security is "being considered for purchase or sale" when an order to purchase or sell that Security has been given to the trading room, or prior thereto when, in the opinion of the portfolio manager, a decision, whether or not conditional, has been made (even though not yet implemented) to make the purchase or sale, or when the decision-making process has reached a point that such a decision is imminent.
4.
Exempted Transactions
The pre-clearance requirements in Section 3, the prohibited actions and transactions in Section 5 and the reporting requirements set forth in Section 6 of this Code shall not apply to:
(a)
Purchases or sales that are non-volitional on the part of either the Access Person or the Advisory Client. This exemption includes accounts managed by WRIMCO or IICO on a discretionary basis that are deemed to be beneficially owned by an Access Person.
(b)
Purchases that are part of an automatic investment plan or automatic dividend reinvestment plan.
(c)
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 such issuer, and sales of such rights so acquired.
(d)
Transactions in securities of WDR; however, individuals subject to the Insider Trading Policy remain subject to such policy. (See Appendix B).
(e)
Purchases or sales by a Non-Affiliated Director or Disinterested Trustee or a member of his or her Immediate Family, except as provided in Section 6(d).
5.
Prohibited Actions and Transactions
Clearance will not be granted under Section 3 with respect to the following prohibited actions and transactions. Engaging in any such actions or transactions by Access Persons will result in sanctions, including, but not limited to, the sanctions expressly provided for in this Section.
(a)
Access Persons, except a Non-Affiliated Director or Disinterested Trustee, shall not purchase any Initial Public Offering.
(b)
Except with respect to Large Cap Transactions, Access Persons, except a Non-Affiliated Director or Disinterested Trustee, shall not execute a transaction in a Security while an Advisory Client has an open buy or sell order on the trading desk in that same security or an equivalent security until that order is executed or withdrawn. An Access Person shall disgorge any profits realized on trades within such period.
(c)
Except for De Minimis Transactions, Large Cap Transactions and transactions in Reportable Funds, a Portfolio Manager shall not buy or sell a Security within seven (7) trading days before or after an Advisory Client that the Portfolio Manager manages trades in that Security or an equivalent security. A Portfolio Manager shall disgorge any profits realized on such trades within such period. The Funds' CCO will review all trades that occur during such period by Portfolio Managers and may, in his/her sole discretion, allow exceptions when he/she has determined that an exception would be equitable and that no abuse was involved in the trade(s).
(d)
Except for De Minimis Transactions and Large Cap Transactions and transactions in Reportable Funds, Investment Personnel and Portfolio Managers shall not profit in the purchase or sale, or sale and purchase, of the same (or equivalent) securities within sixty
(60) calendar days. Investment Personnel and Portfolio Managers profiting from short- term transactions shall disgorge any profits realized on such transaction. The Funds'
CCO will review any such short-term trading by Investment Personnel and Portfolio Managers and may, in his/her sole discretion, allow exceptions when he/she has determined that an exception would be equitable and that no abuse is involved in the trade(s). This section shall not apply to options on securities used for hedging purposes for securities held longer than sixty (60) days.
(e)
Investment Personnel and Portfolio Managers shall not acquire a Security in a Private Placement, absent prior authorization from the Compliance Department. The Compliance Department will not grant clearance for the acquisition of a Security in a Private Placement if it is determined that the investment opportunity should be reserved for an Advisory Client or that the opportunity to acquire the Security is being offered to the individual requesting clearance by virtue of such individual's position with a Company or a Fund. An individual who has been granted clearance to acquire securities in a Private Placement shall disclose such investment when participating in an Advisory Client's subsequent consideration of an investment in the issuer. A subsequent decision by an Advisory Client to purchase such a Security shall be subject to independent review by Investment Personnel with no personal interest in the issuer.
(f)
An Access Person shall not execute a transaction in a Security on the basis of (i.e., while aware of) material nonpublic information regarding the Security or its issuer.
(g)
An Access Person shall not execute a transaction in a Security that is intended to result in market manipulation, including but not limited to, a transaction intended to raise, lower, or maintain the price of any security or to create a false appearance(s) of active trading.
(h)
Except with respect to Large Cap Transactions, an Access Person shall not execute a transaction in a Security involving the purchase or sale of a security at a time when such Access Person intends, or knows of another's intention, to purchase or sell that Security (or an equivalent security) on behalf of an Advisory Client. This prohibition would apply whether the transaction is in the same (e.g., two purchases) or the opposite (a purchase and sale) direction as the transaction of the Advisory Client.
(i)
An Access Person shall not cause or attempt to cause any Advisory Client to purchase, sell, or hold any Security in a manner calculated to create any personal benefit to such Access Person or his or her Immediate Family. If an Access Person or his or her Immediate Family stands to materially benefit from an investment decision for an
Advisory Client that the Access Person is recommending or in which the Access Person is participating, the Access Person shall disclose to the persons with authority to make investment decisions for the Advisory Client, any beneficial interest that the Access Person or his or her Immediate Family has in such security or an equivalent security, or in the issuer thereof, where the decision could create a material benefit to the Access Person or his or her Immediate Family or result in the appearance of impropriety.
(j)
Investment Personnel and Portfolio Managers shall not accept from any person or entity that does or proposes to do business with or on behalf of an Advisory Client a gift or other thing of more than de minimis value or any other form of advantage. The solicitation or giving of such gifts by Investment Personnel and Portfolio Managers is also prohibited. For purposes of this subparagraph, "de minimis" means $100 or less if received in the ordinary course of business.
(k)
Investment Personnel and Portfolio Managers shall not serve on the board of directors of publicly traded companies (with the exception of IVH), absent prior authorization from the Compliance Department. The Compliance Department will grant authorization only if it is determined that such service would be consistent with the interests of any Advisory Client. In the event board service is authorized, such individuals serving as directors shall be isolated from those making investment decisions through procedures designed to safeguard against potential conflicts of interest, such as a Chinese Wall policy or investment restrictions.
6.
Reporting by Access Persons
Except for Section 6(d), this Section 6 does not apply to a Non-Affiliated Director or Disinterested Trustee or a member of his or her Immediate Family.
(a)
Each Access Person shall require a broker-dealer or bank effecting a transaction in any Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the security to timely send (no later than 30 days after the end of a calendar quarter) duplicate copies (which may be in electronic format) of each confirmation for each securities transaction and/or periodic account statement for each brokerage account in which such Access Person has a beneficial interest to Waddell & Reed, Inc., Attention: Compliance Department.
(b)
Upon commencement of employment, or, if later, at the time he or she becomes an Access Person (and no later than ten (10) days after the person becomes an Access Person), each such Access Person shall provide the Compliance Department with a report (current as of a date no more than 45 days prior to the date the person becomes an Access Person) that discloses:
(i)
The name, number of shares and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership when he or she became an Access Person;
(ii)
The name of any broker, dealer or bank with which the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the date he or she became an Access Person; and
(iii)
The date the report is submitted.
(c)
Annually thereafter, each Access Person shall provide the Compliance Department with a report (current as of a date no more than 30 days before the report is submitted) that discloses:
(i)
The name, number of shares and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership;
(ii)
The name of any broker, dealer or bank with which the Access Person maintains an account in which securities were held for the direct or indirect benefit of the Access Person; and
(iii)
The date the report is submitted.
However, an Access Person shall not be required to make a report with respect to Securities held in any account over which such Access Person does not have any direct or indirect influence or control.
In addition, each Access Person shall annually certify in writing that all transactions in any Security in which such Access Person has, or by reason of such transaction has acquired, any direct or indirect Beneficial Ownership have been reported to the
Compliance Department. If an Access Person had no transactions during the year, such Access Person shall so advise the Compliance Department.
(d)
A Disinterested Trustee or a member of his or her Immediate Family need only report a transaction in a Security (other than a Reportable Fund) if such trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties, should have known that, during the 15-day period immediately preceding or following the date of the transaction, such Security was purchased or sold by an Advisory Client or was being considered for purchase or sale by an Advisory Client.
The report should contain:
(i)
the date of the transaction, the name of the security, the interest rate and maturity date (if applicable), the number of shares and the total principal value of the securities involved in the transaction;
(ii)
the nature of the transaction ( i.e. , a sale or purchase);
(iii)
the price of the security at which the transaction was effected;
(iv)
the name of the broker, dealer or bank with or through which the transaction was effected; and
(v)
the date the report is submitted.
A Disinterested Trustee shall submit the report to the Compliance Department within 30 days after the end of the calendar quarter in which the transaction occurred.
A Disinterested Trustee may satisfy this reporting obligation by sending, or arranging for the broker, dealer or bank to send a copy of the trade confirmation(s) or account statement(s) if the trade confirmation or account statement contains the same information that is required to be included in the report.
(e)
In connection with a report, recommendation or decision of an Access Person to purchase or sell a security, a Company or a Fund may, in its discretion, require such Access Person to disclose his or her direct or indirect Beneficial Ownership of such security. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates.
(f)
The Compliance Department shall identify all Access Persons who are required to make reports pursuant to Section 6 and shall notify those persons of their reporting obligations hereunder. The Compliance Department shall review, or determine other appropriate personnel to review, the reports submitted pursuant to Section 6.
(g)
Each Access Person shall immediately: (i) identify to the Compliance Department, each new brokerage or other account in which the person has a beneficial interest and (ii) instruct the broker or custodian of that account to deliver to the attention of the Funds CCO duplicate confirmations of all securities transactions and/or duplicate brokerage statements for such accounts. In the case of refusal or similar inability of a broker or a custodian to furnish duplicate confirmations and/or account statements, then the Access Person will be permitted, in the discretion of the Fund's CCO, to furnish exact copies of transaction confirmations and/or account statements.
(h)
The transfer agent receives a monthly report of all 401(k) plan exchange and redemption transactions within every Access Persons' 401(k) plan account. This report is utilized by the transfer agent to monitor the trading activity of Access Persons within their 401(k) plan accounts that could be harmful to other shareholders due to the frequency of the trades.
7.
Reports to Board or Committees of Board
At least annually, each Fund, WRIMCO, IICO, WRI, IDI and WISC shall provide the relevant Fund's board, and that board shall consider, a written report that:
(a)
Describes any issues arising under this Code or the related procedures instituted to prevent violation of this Code since the last report to the board, including, but not limited to, information about material violations of this Code or such procedures and sanctions imposed in response to such violations; and
(b)
Certifies that the Fund, WRIMCO, IICO, WRI, IDI and WISC, as applicable, have adopted procedures reasonably necessary to prevent Access Persons from violating this Code.
In addition to the written report otherwise required by Section 7, all material violations of this Code, any exceptions granted pursuant to Sections 5(c) or 5(d) above, and any sanctions imposed with respect thereto shall be periodically reported to each Fund board.
The Disinterested Trustees of the applicable Funds shall be provided a report of any known breach of fiduciary duty and/or Federal securities laws no less frequently than quarterly; provided, however, that any material breach shall be reported promptly.
8.
Confidentiality of Transactions and Information
Every Access Person shall treat as confidential information the fact that a security is being considered for purchase or sale by an Advisory Client, the contents of any research report, recommendation or decision, whether at the preliminary or final level, and the holdings of an Advisory Client and shall not disclose any such confidential information without prior consent from the Compliance Department. Notwithstanding the foregoing, with respect to a Fund, the holdings of the Fund shall not be considered confidential after such holdings by the Fund have been disclosed in a public report to shareholders or to the Securities and Exchange Commission.
Access Persons shall not disclose any such confidential information to any person except those employees and directors who need such information to carry out the duties of their position with a Company or a Fund.
9.
Reporting Violations
It is the responsibility of each Supervised Person promptly to report to the applicable Adviser's CCO any violation or apparent violation of this Code by any Supervised Person. The CCO will not maintain a record of the reports by such persons (each, a "Reporting Person"), if any, of violations or apparent violations of this Code by any Supervised Persons, but will maintain records of any violations and actions taken as a result of the violations. The Adviser will keep the identity of any Reporting Person who is an employee confidential and privileged under all circumstances, unless such Reporting Person has authorized the Adviser to disclose his or her identity.
Reporting Persons may report Code violations on an anonymous basis. The Adviser urges any employee that considers making an anonymous complaint to strongly consider that anonymous complaints are, by their nature, susceptible to abuse, less reliable and more difficult to resolve.
In addition, employees considering making an anonymous complaint should be aware that there are significant rights and protections available to them if they identify themselves when making a complaint, and these rights and protections may be lost if they make the complaint on an
anonymous basis. Therefore, the Adviser encourages employees to identify themselves when making reports of Code violations without resort to the anonymity that is available to each employee.
The Funds' CCO shall determine, in response to any report, whether or not a violation of this Code has occurred, and in the event the CCO shall determine that a violation has occurred, shall report such violation to the General Counsel for review and resolution as the General Counsel deems appropriate.
10.
Sanctions
Upon discovering a violation of this Code, each applicable Company or Fund may impose such sanctions as it deems appropriate, including, without limitation, a letter of censure or suspension or termination of the employment of the violator.
11.
Monitoring Compliance with the Code
Each Company that provides services to the Funds shall maintain a Code of Ethics Oversight Committee, which shall be comprised of senior executives, having responsibility for, among other things, all matters relating to issues arising under this Code. Each Code of Ethics Oversight Committee shall hold, at least quarterly, meetings with respect to that Company to review violations of the Code, as well as to consider policy matters relating to the Code.
12.
Certification of Compliance
Each Access Person, except a Non-Affiliated Director or Disinterested Trustee and members of his or her Immediate Family, and each Supervised Person shall certify that he or she has received or accessed the Code from the corporate intranet website, read and understands this Code and recognizes that he or she is subject hereto. Such certifications shall be made (a) at the time a person becomes a Supervised Person, (b) annually, and (c) at any time this Code is materially amended.
13.
Recordkeeping
The Companies shall maintain records in the manner and to the extent set forth below, which records may be maintained pursuant to the conditions described in Rule 31a-2 under the Act and shall be available for examination by representatives of the SEC.
(a)
A copy of this Code and any other code that is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;
(b)
A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;
(c)
A copy of each report made by an Access Person pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;
(e)
A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place;
(f)
A copy of each written report to the boards of trustees of the Funds shall be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and
(g)
A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities in an Initial Public Offering or a Private Placement, shall be preserved for at least five years after the end of the fiscal year in which the approval is granted.
Appendix A
"Beneficial Ownership"
For purposes of this Code, "Beneficial Ownership" is interpreted in the same manner as it would be pursuant to Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 thereof. In general, a "beneficial owner" of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares any direct or indirect pecuniary interest in the security. The Companies and Funds will interpret Beneficial Ownership in a broad sense.
The existence of Beneficial Ownership is clear in certain situations, such as: securities held in street name by brokers for an Access Person's account, bearer securities held by an Access Person, securities held by custodians, pledged securities, and securities held by relatives or others for an Access Person. An Access Person is also considered the beneficial owner of securities held by certain family members. The SEC has indicated that an individual is considered the beneficial owner of securities owned by such individual's Immediate Family. The relative's ownership of the securities may be direct (i.e., in the name of the relative) or indirect.
An Access Person is deemed to have Beneficial Ownership of securities owned by a trust of which the Access Person is the settlor, trustee or beneficiary, securities owned by an estate of which the Access Person is the executor or administrator, legatee or beneficiary, securities owned by a partnership of which the Access Person is a partner, and securities of a corporation of which the Access Person is a director, officer or shareholder.
An Access Person must comply with the provisions of this Code with respect to all securities in which such Access Person has a Beneficial Ownership. If an Access Person is in doubt as to whether she or he has a Beneficial Ownership interest in a security, the Access Person should report the ownership interest to the Compliance Department. An Access Person may disclaim Beneficial Ownership as to any security on required reports.
APPENDIX B
POLICY STATEMENT ON INSIDER TRADING
This Policy Statement is intended to inform Company personnel of issues relevant to prohibitions on insider trading so as to enable them to avoid taking action that may be unlawful or to seek clearance and guidance from the Compliance Department when in doubt. It is not the purpose of this Policy Statement to give precise and definitive rules that will relate to every situation, but rather to furnish enough information so that subject persons may avoid unintentional violations and seek guidance when necessary. This Policy Statement applies to every officer, director, employee and associated person of the Companies and extends to activities within and outside their duties with the Companies
I.
Prohibition on Insider Trading
All employees, officers, directors and other persons associated with the Companies as a term of their employment or association are forbidden to misuse material nonpublic information in violation of Federal securities laws or other applicable laws.
This prohibition covers (a) transactions for one's own benefit and also for the benefit of or on behalf of others, including the Funds and other investment Advisory Clients of WRIMCO and IICO, while aware of material nonpublic information, and (b) the unlawful dissemination of such information to others. Such conduct is frequently referred to as "insider trading." The prohibition against insider trading applies to transactions in any securities, including publicly traded securities of affiliated companies (e.g., Waddell & Reed Financial, Inc. 1 )
The term "insider trading" is not defined in the Federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to the communication of material nonpublic information to others. In addition, there is no definitive or precise law as to what constitutes material nonpublic information or its unlawful use. The law in these areas has been developed through court decisions primarily
1 Reporting transactions in affiliated corporation securities is in addition to and does not replace the obligation of certain senior officers to file reports with the Securities and Exchange Commission.
interpreting basic anti-fraud provisions of the Federal securities laws. There is no statutory definition, only statutory sanctions and procedural requirements.
While the law concerning insider trading is not static, it is generally understood that the law is as follows:
A.
It is unlawful for any person, directly or indirectly, to purchase, sell or cause the purchase or sale of any security, either personally or on behalf of or for the benefit of others, while aware of material, nonpublic information relating thereto, if such person knows or recklessly disregards that such information has been obtained wrongfully, or that such purchase or sale would constitute a wrongful use of such information. The law relates to trading by an insider while aware of material, nonpublic information or trading by a non-insider while aware of material, nonpublic information, where the information either was disclosed to the non- insider in violation of an insider's duty to keep it confidential or was misappropriated.
B.
It is unlawful for any person involved in any transaction that would violate the foregoing to communicate material, nonpublic information to others (or initiate a chain of communication to others) who purchase or sell the subject security if such sale or purchase is reasonably foreseeable.
The major elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this Policy Statement, you have any questions, you should consult the Compliance Department.
1.
Who is an Insider? The concept of "insider" is broad. It includes officers, directors and employees of a company in possession of nonpublic information. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and certain of the employees of such organizations. In addition, an employee may become a temporary insider of any company that his or her employer advises or for which it performs services.
2.
What is Material Information? Trading on inside information is not a basis for liability unless the information is material. "Material information" includes information that a reasonable investor would be likely to consider important in making an investment decision, information that is reasonably certain to have a substantial effect on the price of a company's securities if publicly known, or information that would significantly alter the total mix of information available to shareholders of a company. Information that one may consider material includes information regarding dividends, earnings, estimates of earnings, changes in previously released earnings estimates, merger or acquisition proposals or agreements, major litigation, liquidation problems, new products or discoveries and extraordinary management developments. Material information is not just information that emanates from the issuer of the security, but includes market information such as the intent of someone to commence a tender offer for the securities, a favorable or critical article in an important financial publication or information relating to a Fund's buying program.
3.
What is Nonpublic Information? Information is nonpublic until it has been effectively communicated to the marketplace and is available to investors generally. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in The Wall Street Journal or other publications of general circulation would be considered public.
4.
When is a Person Aware of Information? A person is "aware" of material nonpublic information if he or she has knowledge or is conscious or cognizant of such information. Once a person is aware of material, nonpublic information, he or she may not buy or sell the subject security, even though the person is prompted by entirely different reasons to make the transaction, if such person knows or recklessly disregards that such information was wrongfully obtained or will be wrongfully used. Advisory personnel's normal analytical conclusions, no matter how thorough and convincing, can temporarily be of no use if the analyst has material nonpublic information, which he or she knows or recklessly disregards is information that was wrongfully obtained or would be wrongfully used.
5.
When Is Information Wrongfully Obtained or Wrongfully Used? Wrongfully obtained connotes the idea of gaining the information from some unlawful activity such as theft, bribery or industrial espionage. It is not necessary that the subject person gained the information through his or her own actions. Wrongfully obtained includes information
gained from another person with knowledge that the information was so obtained or with reckless disregard that the information was so obtained. Wrongful use of information concerns circumstances where the person gained the information properly, often to be used properly, but instead used it in violation of some express or implied duty of confidentiality. An example would be the personal use of information concerning a Fund's trades. The employee may need to know a Fund's pending transaction and may even have directed it, but it would be unlawful to use this information in his or her own transaction or to reveal it to someone he or she believes may personally use it. Similarly, it would be unlawful for a person to use information obtained from a family member if the person has agreed to keep the information confidential or knows (or reasonably should know) that the family member expected the information to be kept confidential.
6.
When Is Communicating Information (Tipping) Unlawful? It is unlawful for a person who, although not trading himself or herself, communicates material nonpublic information to those who make an unlawful transaction if the transaction is reasonably foreseeable. The reason for tipping the information is not relevant. The tipper's motivation is not of concern, but it is relevant whether the tipper knew the information was unlawfully obtained or was being unlawfully used. For example, if an employee tips a friend about a large pending trade of a Fund, why he or she did so is not relevant, but it is relevant that he or she had a duty not to communicate such information. It is unlawful for a tippee to trade while aware of material nonpublic information if he or she knew or recklessly ignored that the information was wrongfully obtained or wrongfully communicated to him or her directly or through a chain of communicators.
II.
Penalties for Insider Trading
Penalties for unlawful trading or communication of material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all the penalties below even if he or she does not personally benefit from the violation. Penalties include civil injunctions, treble damages, disgorgement of profits, jail sentences, fines for the person who committed the violation and fines for the employer or other controlling person. In addition, any violation of this Policy Statement can be expected to result in serious sanctions by any or all of the Companies, including, but not limited to, dismissal of the persons involved.
III.
Monitoring of Insider Trading
The following are some of the procedures that have been established to aid the officers, directors and employees of the Companies in avoiding insider trading, and to aid the Companies in preventing, detecting and imposing sanctions against insider trading.
Every officer, director and employee of the Companies must follow these procedures or risk serious sanctions, including dismissal, substantial liability and criminal penalties. If you have any questions about these procedures, you should consult the Compliance Department.
A.
Identifying Inside Information
Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:
(1)
Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of securities if generally disclosed?
(2)
Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in a publication of general circulation?
(3)
Do you know or have any reason to believe the information was wrongfully obtained or may be wrongfully used?
If after consideration of the above, you believe that the information is material and nonpublic and may have been wrongfully obtained or may be wrongfully used, or if you have questions as to whether the information is material or nonpublic or may have been wrongfully obtained or may be wrongfully used, you should take the following steps:
(1)
Report the matter immediately to the Compliance Department.
(2)
Do not purchase or sell the securities on behalf of yourself or others.