Form 485BPOS Morningstar Funds Trust

Form 485BPOS Morningstar Funds Trust

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August 27, 2021 6:20 PM EDT

Exhibit (d)(ii)

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the day of , 2020, by and among MORNINGSTAR FUNDS TRUST (the “Trust”), a Delaware statutory trust, MORNINGSTAR INVESTMENT MANAGEMENT LLC (the “Adviser”) a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and CLEARBRIDGE INVESTMENTS, LLC, a Limited liability company under the laws of the State of Delaware (the “Subadviser”), and also registered under the Advisers Act.

W I T N E S S E T H:

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

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 30^th day of April 2018 (the “Advisory Agreement”), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a “Fund”);

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1. Appointment as Subadviser. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the “Subadviser Assets”). Such appointment is subject to the supervision of the Adviser, the policies, direction and review of the Board of Trustees of the Trust, and the terms of this Agreement. The Subadviser hereby accepts such appointment and, in such capacity, agrees to render the services and to assume the obligations set forth herein, and agrees to be responsible for the investment management of the Subadviser Assets.

In the event that the Trust establishes one or more additional series other than the Funds named in Exhibit A with respect to which it desires to retain the Subadviser to assist Adviser in the provision of a continuous investment management program for that portion of such new series’ assets that the Adviser will assign to the Subadviser, the Adviser shall notify the Subadviser. If the Subadviser is willing to render such services under this Agreement, the parties shall cause Exhibit A to be supplemented (or amended) to include such new series, and (subject to such approval as required under the 1940 Act) such series shall become a “Fund” hereunder and shall be subject to the provisions of this Agreement to the same extent as the Funds named on Exhibit A (except to the extent that said provisions, including those relating to the compensation payable by the Adviser to the Subadviser, may be modified in writing by the Adviser and the Subadviser at the time).

2. Duties of Subadviser.

(a) Investments. The Subadviser is hereby authorized and directed and hereby agrees to manage the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. With respect to any of the Subadviser Assets, the Subadviser and Adviser will mutually determine and document the party responsible for making the investment decisions with respect to that portion of assets which the Subadviser deems to be invested in short-term money market instruments. The Subadviser shall perform such duties subject to the stated investment policies and restrictions of the Fund as set forth in the Fund’s prospectus and statement of additional information included in the Trust’s registration statement on Form N-1A under the 1940 Act as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the “Prospectus”), and subject to the directions of the Adviser and the Trust’s Board of Trustees. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser’s activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Fund’s or the Trust’s affairs.

(b) Delegation of Duties. The Subadviser 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 of Trustees of the Trust 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 of Trustees of the Trust, which may not be materially amended without prior written approval of the Adviser and the Board of Trustees of the Trust, and which provides for its automatic termination in the event this Subadvisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Subadviser shall be liable to the Adviser and the Fund for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegee utilized hereunder as if such delegee were a party hereto. The Subadviser shall be solely responsible for compensating any delegee for services rendered, and neither the Adviser nor the Fund may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegee.

(c) Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, with respect to the Subadviser Assets, the Subadviser shall act in conformity with (i) the most recent Prospectus provided to the Subadviser by the Trust or the Adviser, (ii) the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively), (iii) the instructions and directions received in writing from the Adviser or the Trustees of the Trust, and (iv) the policies and procedures adopted by the Trust pursuant to Rule 38a-1 of the 1940 Act that are applicable to the Fund and delivered to the Subdviser (together, the “Policies”). To the extent applicable to the Subadviser’s management of the Subadviser Assets, the Subadviser also will conform to, and comply with, the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Commodity Exchange Act, as amended (the “CEA”), Section 851(b)(3) and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to time, and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By- Laws and the Prospectus, the Policies, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Subadviser shall be responsible for monitoring the compliance of only those Subadviser Assets allocated to it, and Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) based upon the books and records with respect to the Subadviser Assets. The Adviser will timely provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification or income requirements under Subchapter M. If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements under Subchapter M, the Subadviser will take prompt action, in accordance with the Adviser’s direction, to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder. For the avoidance of doubt, the Adviser agrees and acknowledges that the Subadviser is not the tax agent for the Fund.

The Adviser will provide the Subadviser with reasonable advance notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus (the “Prospectus Revisions”), and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. For the avoidance of doubt, the Subadviser shall not be liable for the Subadviser Assets becoming non-compliant the Prospectus Revisions until the Subadviser has received notice from the Adviser of such changes. The Adviser acknowledges that the Prospectus Revisions may not be able to be adhered to immediately due to trading limitations, and further acknowledges that the Subadviser will make its commercially reasonable efforts to take prompt action to bring the Subadviser Assets in compliance with Prospectus Revisions. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust’s Registration Statement on Form N-1A.

(d) Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security.

The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Sarbanes-Oxley Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.

The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

(e) Limited Agency. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents including, without limitation, brokerage agreements, clearing agreements, account documentation, swap agreements, and other investment related agreements as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. Subadviser is also authorized on behalf of Adviser to make all elections required in such agreements, instruments and documents and to receive all related notices from brokers or other counterparties on Advisers behalf. Upon the Adviser’s written request, the Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

(f) Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust’s Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively “Brokers”) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust’s Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for the Fund’s account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, size of the transaction, breadth and nature of the market for the security, difficulty of the execution, amount of the commission, if any, timing of the transaction, market prices and trends, reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund, nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine and that have been furnished in writing to the Subadviser, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Exchange Act and any SEC guidance issued thereunder) to the Subadviser an amount of commission for effecting a Subadviser Assets’ investment transaction that is in excess of

the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser’s services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.

The Subadviser will promptly communicate to the Adviser and to the officers and the Board such information relating to Subadviser Assets as they may reasonably request. The Subadviser shall not, without the prior approval of the Adviser, effect any transactions which would cause the portion of the Subadviser Assets to be out of compliance with any restrictions or policies of the Fund established by the Adviser or set forth in the Fund’s registration statement as currently in effect and in the form provided to the Subadviser. Subadviser shall not consult with any other investment sub-adviser of the Fund concerning transactions for the Fund in securities or other assets.

(g) Securities Transactions. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder and any SEC guidance issued thereunder.

The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets or (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

(h) Books and Records. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files. The Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for promptly sending electronically to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

(i) Information Concerning Subadviser Assets and Subadviser. From time to time as the Adviser or the Trust reasonably may request in writing and in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser promptly of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its key officers and employees responsible for the Subadviser Assets to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and in person on a less frequent basis as agreed upon by the parties.

Subject to the other provisions of this Agreement and upon the Adviser’s reasonable written request, the Subadviser will also provide such reasonable information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws and regulations, including without limitation, requirements of or pertaining to the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code, and any rule or regulation thereunder.

(j) Custody Arrangements. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund.

The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

In the event the Adviser or custodian engages in securities lending activities, the Subadviser will not be a party to or aware of such lending activities. It is understood that the Subadviser shall not be responsible for settlement delay or failure or any related costs or loss due to such activities.

(k) Valuation Assistance. In accordance with procedures and methods established by the Board, which may be amended from time to time, the Subadviser will provide reasonable assistance to the Adviser in determining the fair value of all securities and other investments comprising the Subadviser Assets, and use reasonable efforts to arrange for the provision of valuation information or prices from parties independent of the Subadviser with respect to the securities or other investments owned by the Funds for which market prices are not readily available. The Subadviser will monitor the securities and other investments comprising the Subadviser Assets for potential significant events that could reasonably be expected to affect their values and notify the Adviser when, to its actual knowledge, a significant event has occurred that is not reflected in the market values of such securities. The Subadviser will maintain adequate records with respect to securities valuation information provided hereunder, and shall provide such information to Adviser upon request. The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.

(l) Compliance Assistance. The Subadviser will provide to the Trust and the Trust’s Chief Compliance Officer (“CCO”) all information required in order to comply with Rule 38a-1 under the 1940 Act with respect to the Subadviser Assets. Specifically, the Subadviser represents that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Subadviser’s compliance program, which access shall include on-site visits with the Subadviser as may be reasonably requested from time to time during normal business hours. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Subadviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Subadviser’s compliance program.

(m) Legal Proceedings. The Subadviser shall not act for, represent, or purport to bind the Trust in any legal or administrative proceeding involving the Trust or the Fund or any such proceedings involving any security or investment currently or formerly held by a Fund, including, without limitation, class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings (“Legal Matters”) without the written consent of the Trust. The Subadviser does, however, agree that if Subadviser receives a notice from the Fund’s custodian regarding any Legal Matters, Subadviser will promptly notify Adviser of such Legal Matters. Subadviser agrees to cooperate with Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund, the Trust and/or the Adviser may reasonably request.

3. Independent Contractor. In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.

4. Expenses. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement, except as provided for below. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. The Subadviser shall not be responsible for the Trust’s, the Fund’s or the Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith; expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting, and auditing services rendered to the Trust or the Fund; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses of the Trust or the Fund. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

Upon request by the Adviser, Subadviser agrees to reimburse the Adviser for reasonable costs associated with certain changes or supplements to the Fund’s disclosure documents (“Supplements”). Such Supplements are those generated due to changes by Subadviser requiring prompt disclosure in the Trust’s prospectus, statement of additional information, and/or information statement and for which, at the time of notification by Subadviser to Adviser of such changes, the Trust is not already generating a supplement or amendment to the Trust’s registration statement for other purposes or for which the Adviser may not be able to reasonably add such changes to a pending supplement. Such changes by Subadviser include, but are not limited to, changes to its structure, to key investment personnel, to investment style or management. Subadviser shall reimburse the Adviser or the Trust, as applicable, for all of the costs associated with generating such Supplements, and/or any required Board and/or proxy expenses related to approving a change in control of the Subadviser provided that to the extent the Trust is already incurring proxy expenses unrelated to the Subadviser and it is possible to include any shareholder proposals related to approving a change in control of the Subadviser in the same proxy statement, proxy expenses shall be reasonably shared between the Trust and the Subadviser. Reimbursable costs may include, but are not limited to, costs of preparation, filing, printing, postage, and/or distribution of such Supplements to all existing Fund shareholders and such other expenses as may be mutually agreed by the parties.

5. Compensation. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than 30 days following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets’ average daily net assets.

The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Fund’s Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

6. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(b) If the Subadviser Assets contain commodity futures, the Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with the Commodity Futures Trading Commission (the “CFTC”) and is a member in good standing of the National Futures Association (“NFA”), or is not required to file such registration with the CFTC or to be a member of the NFA;

(c) The Subadviser is a Limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors (or equivalent governing body) or shareholders, and when executed and delivered by Subadviser, this Agreement will be a legal, valid and binding obligation of Subadviser;

(e) The Subadviser is duly registered and/or licensed with all regulatory bodies necessary or appropriate to perform its obligations under this Agreement and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement;

(f) The execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser, whether arising by contract, operation of law or otherwise; and

(g) The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

7. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(c) In the event the Fund engages in trading certain derivative contracts subject to CFTC regulation, Adviser represents that, with respect to the Fund: (a) pursuant to CFTC Rule 4.5 (“Rule 4.5”), neither Adviser nor any other party is required to be registered as a “commodity pool operator” under the CEA; (b) a notice of eligibility claiming exclusion from registration has been filed in accordance with Rule 4.5; and (c) during the term of this Agreement, Adviser will ensure that all requirements necessary in order to claim an exclusion from registration under Rule 4.5 are satisfied;

(d) The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(e) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(f) The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(g) The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(h) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trust’s mutual fund series, including without limitation the Adviser’s entering into and performing this Agreement.

8. Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, or will qualify upon commencement of operations, together with the Fund, as a regulated investment company under the Code, and the Fund’s shares are, or will be prior to commencement of operations, registered under the Securities Act;

(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trust’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and

(d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

9. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

10. Liability and Indemnification.

(a) Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or the Fund, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA. Neither Subadviser’s acceptance of its appointment, the Fund’s investment objectives, nor any other provision of this Agreement shall be considered a guaranty that any specific result or performance will be achieved. To the extent the Adviser or Fund provides instructions to the Subadviser, the Adviser is solely responsible and liable for any consequences resulting from the Subadviser following such instructions. Notwithstanding any of the forgoing, Subadviser will not be bound to comply with any amendment or instruction to the extent such amendment or instruction violates any applicable laws, rules or regulations.

(b) Indemnification. The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any losses, claims, damages, expenses, litigation or liability, as well as any direct, demonstrable and reasonable expenses, including without limitation, reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any losses, claims, damages, expenses, litigation or liability, as well as any direct, demonstrable and reasonable expenses, including without limitation, reasonable attorneys’ fees and expenses, which the Subadviser and its respective Affiliates and Controlling Persons may sustain as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any losses, claims, damages, expenses, litigation or liability, as well as any direct, demonstrable and reasonable expenses, including without limitation, reasonable attorneys’ fees and expenses, which the Subadviser and its respective Affiliates and Controlling Persons may sustain as a result of the Trust’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.

The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party to this Agreement.

The indemnification obligations contained in this Section 10(b) and Section 10(c) shall survive the termination of this Agreement.

(c) Limits of Liability. The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser; or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to the Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Fund’s assets not allocated to the Subadviser.

(d) Acknowledgment. Sub-Adviser acknowledges that it has received notice of and accepts the limitations of the Trust’s liability as set forth in its Agreement and Declaration of Trust. Sub-Adviser agrees that the Trust’s obligations hereunder shall be limited to the assets of the Fund, and that Sub-Adviser shall not seek satisfaction of any such obligation from any shareholders of the Fund nor from any trustee, officer, employee or agent of the Trust. Notwithstanding the foregoing, no provision of this Agreement shall be construed to protect any director or officer of the Adviser or Subadviser from liability in violation of Sections 17(h) or (i) of the 1940 Act.

11. Duration and Termination.

(a) Duration. This Agreement shall be effective upon the date set forth above and shall remain in effect for an initial period of no more than two years after such date, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second anniversary of the date set forth above with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund (as defined by the 1940 Act); provided that in either event its continuance also is approved by a majority of the Trust’s Trustees who are not ^“interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

(b) Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to a Fund, without payment of any penalty:

(i) By vote of a majority of the Trust’s Board of Trustees, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not less than 60 days’ written notice to the Subadviser;

(ii) By any party hereto in the event of a material breach of any provision of this Agreement by either of the other parties; provided, however, that the breaching party or parties shall have 10 days after the receipt of notice of such breach from the other party to cure such breach; or

(iii) By the Subadviser upon not less than 60 days’ written notice to the Adviser and the Trust.

(c) Assignment. This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

(d) Status. Termination shall not affect the status, obligations or liabilities of any party hereto to the others (including, without limitation, Adviser’s obligation to pay fees to Subadviser in respect of the period prior to termination in accordance with this Agreement).

12. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement, subject to oversight by the Trust’s Board of Trustees. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

13. References to Adviser and Subadviser.

(a) The Adviser, Trust, Fund or any of their Affiliates or agents shall not make reference to or use the name, trademarks, service mark, logo, insignia, or other identifying mark of the Subadviser or any of its Affiliates, or disclose information related to the business of the Subadviser or any of its Affiliates in material relating to the Trust, Fund or Adviser in any manner without prior written approval of the Subadviser, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Subadviser hereby approves of all uses of its name and that of its Affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission or the Financial Industry Regulatory Authority (“FINRA”).

(b) The Subadviser or any Affiliate or agent of it shall not make reference to or use the name, trademarks, service mark, logo, insignia, or other identifying mark of the Fund, Trust or Adviser or any of their Affiliates, or disclose information related to the business of the Adviser or any of its Affiliates in material relating to the Subadviser in any manner without prior written approval of the Adviser, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Adviser hereby approves of all uses of its or the Trust’s or Fund’s name and that of their Affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission or FINRA.

(c) Materials which have been previously approved by a party, or those that only refer to the name or logo of a party, are not subject to prior approval by the other party, provided that each party shall ensure that such materials are consistent with those which were previously approved by the other party. The Subadviser may disclose the name of Fund, Trust or Adviser to certain third parties, including, without limitation, brokers, dealers, and other financial counterparties, when necessary to effectuate the Subadviser’s trading activities on behalf of the Fund, and for back office support or risk management purposes. The Adviser may disclose the name of the Subadviser to certain third parties, including, without limitation, brokers, dealers, and other financial counterparties, when necessary to effectuate the Adviser’s trading activities and/or supervision of trading activities on behalf of the Fund, and for back office support or risk management purposes.

14. Amendment. This Agreement may be amended by written mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law, and subject to any exemptions from the federal securities laws as may be granted by the SEC, or no-action positions of the SEC staff.

15. Other Accounts.

(a) It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies, private funds or other managed accounts and as fiduciary to other managed accounts (collectively, the “Other Accounts”) and that the Adviser and the Trust cannot object to such activities. The Fund, Trust and Adviser each understand and agree that, subject to applicable law and Subadviser’s relevant policies and procedures, Subadviser may give advice, take action, and refrain from acting with respect to Other Accounts that may be similar to, or contrary to, that given to the Fund, in terms of securities, timing, nature of transactions and other factors. The Adviser recognizes and understands that the transactions in a specific security may not be accomplished for all client accounts at the same time or at the same price and may be in opposition to other client transactions, and that the Subadviser shall not be obligated to give the Fund treatment that is more favorable than or preferential to that provided to its Other Accounts.

The Fund, Trust and Adviser acknowledge that the Subadviser may have pecuniary or other ownership interests in such Other Accounts and may receive compensation from such Other Accounts that differs from that paid by the Fund, including some that may compensate the Subadviser based, in whole or in part, on the performance of such account. The Fund, Trust and Adviser also further acknowledge that the Other Accounts, as well as the Subadviser, its employees, affiliates and their family members, may hold and engage in transactions in assets purchased or sold for the Fund or about which Subadviser has given the Fund advice. Nothing in the Agreement shall be deemed to impose upon the Subadviser any obligation to purchase or sell or to recommend for purchase or sale by or for the Fund any security or other property which an officer or employee of the Subadviser may purchase or sell for their own accounts or which the Subadviser may purchase or sell for the account of any other client or customer.

(b) Subadviser may not consult with any other subadvisers for the Fund or other series of the Trust about transactions in securities or other assets of the Fund, except for purposes of complying with the 1940 Act or SEC rules or regulations applicable to the Fund or the Trust. Nothing in this Agreement shall be construed to prevent Subadviser from lawfully giving other entities investment advice about, or trading on their behalf in, shares issued by the Fund or securities or other assets held or to be acquired by the Fund.

16. Confidentiality. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law or to provide services hereunder, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose or use for purposes other than the operation of the Fund any and all information pertaining to the Fund, the Subadviser, the Adviser, except to the extent:

(a) Authorized. The Adviser or the Trust has authorized such disclosure;

(b) Court or Regulatory Authority. Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c) Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) Already Known. Such information already was known by the party prior to the date hereof;

(e) Received From Third Party. Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and, to the knowledge of the receiving party, without breach of this Agreement or of a similar confidential disclosure agreement regarding them;

(f) Otherwise Protected. Such information is disclosed to professional advisers or service providers who are bound by a duty of confidentiality substantially the same as that of the disclosing party; or

(g) Independently Developed. The party independently developed such information.

The obligations in this Section 16 to keep any such information confidential shall continue to apply after the expiry or termination of this Agreement, howsoever terminated.

17. Notice. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile or e-mail with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers or e-mail addresses, which may from time to time be changed by the parties by notice to the other party:

(a)

If to the Subadviser:

ClearBridge Investments, LLC

620 8^th Avenue, 48^th Floor

New York, NY 10018

Attention: Terrence Murphy,

CEO Email: [email protected]

With a Copy to:

ClearBridge Investments, LLC

620 8^th Avenue, 47^th Floor

New York, NY 10018

Attention: Barbara Brooke Manning, General Counsel

Fax: 877-638-5508

Email: [email protected]

(b)

If to the Adviser:

Morningstar Investment Management LLC

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling, CCO

Facsimile: (312) 696-6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

(c)

If to the Trust:

Morningstar Funds Trust

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling, CCO

Facsimile: (312) 696 - 6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

18. Governing Law. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to conflicts of law principles and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.

19. Jurisdiction. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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

21. Certain Definitions. For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and “assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22. Captions. The captions herein are included for convenience of reference only and are not intended to be or to affect the meaning of the Agreement, and shall be ignored in the construction or interpretation hereof.

23. Severability. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect.

24. Force Majeure.

(a) Except as otherwise provided in paragraph (b) herein, in the event of any failure, interruption or delay in the performance of the obligations of either party hereto resulting from acts, events or circumstances not reasonably within either party’s control, the Fund, Trust, Adviser and/or Subadviser shall not be liable or have any responsibility for any kind of loss or damage thereby incurred or suffered by the other party. In addition, no party shall be responsible for any failure to perform its duties hereunder if such failure shall be caused by or directly or indirectly due to war, enemy action, the act or regulation of any government or other competent authority, riot, civil commotion, rebellion, storm, tempest, accident, fire, lock-out or strike to the extent that the same are beyond the reasonable control of the relevant party and provided that the relevant party shall use all reasonable efforts to minimize the effects of the same.

(b) Notwithstanding the foregoing, any such party hereto will remain liable for any kind of loss or damage thereby incurred or suffered by the other party the event of any failure, interruption or delay in the performance of its obligations hereto, if such acts, events or circumstances causing such failure, interruption or delay could have been reasonably prevented 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.

25. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

26. Morningstar Funds Trust and its Trustees. The terms “Morningstar Funds Trust” and the “Trustees of Morningstar Funds Trust” refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Agreement and Declaration of Trust made and dated as of March 1, 2017, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

27. No Third Party Beneficiaries. This Agreement is for the exclusive benefit and convenience of the Trust, the Adviser and the Subadviser and there are no third-party beneficiaries of this Agreement. Nothing contained herein shall be construed as granting, vesting, creating or conferring any direct, indirect, or derivative right of action, or any other right or benefit, upon past, present or future shareholders of any Fund or upon any other third party.

28. Multi-Manager Funds. In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the “Managers” for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager’s responsibility in providing advice is expressly limited to a discrete portion of the Fund’s portfolio that it manages.

This prohibition does not apply to communications by the Adviser in connection with the Adviser’s (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers on the day and year first written above.


*TRUST*
MORNINGSTAR FUNDS TRUST

By:

Name:


Title:

*ADVISER*
MORNINGSTAR INVESTMENT MANAGEMENT LLC

By:

Name:


Title:

*SUBADVISER*
CLEARBRIDGE INVESTMENTS, LLC

By:

Name:

Title:

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

MORNINGSTAR FUNDS TRUST,

MORNINGSTAR INVESTMENT MANAGEMENT LLC

AND CLEARBRIDGE INVESTMENTS, LLC

Effective , 2020*


Funds of the Trust		Subadvisory Fees

Morningstar U.S. Equity Fund

*As approved at the Board of Trustees Meeting held on June 25, 2020.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.


*TRUST*
MORNINGSTAR FUNDS TRUST

By:

Name:


Title:

*ADVISER*
MORNINGSTAR INVESTMENT
MANAGEMENT LLC

By:

Name:


Title:

*SUBADVISER*
CLEARBRIDGE INVESTMENTS, LLC

By:

Name:

Title:

Exhibit (d)(xii)

INVESTMENT SUBADVISORY AGREEMENT

Between

T. ROWE PRICE ASSOCIATES, INC.

and

T. ROWE PRICE SINGAPORE PRIVATE LTD.

This INVESTMENT SUBADVISORY AGREEMENT (“Agreement”), is entered into as of April 1, 2021, by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America with its principal office at 100 East Pratt Street, Baltimore, Maryland 21202, United States and T. Rowe Price Singapore Private Ltd. (the “Sub-adviser”), a subsidiary of the Adviser and a Singapore limited company organized and existing under the laws of Singapore with its principal office at 501 Orchard Road, #10-02 Wheelock Place, Singapore 238880.

WHEREAS, the Adviser has entered into an Investment Subadvisory Agreement with Morningstar Investment Management LLC (the “Company”) and Morningstar Funds Trust (the “Trust”), on behalf of a portion of the assets of one of its series, the Morningstar International Equity Fund (the “Fund”) dated May 1, 2018 (the “Subadvisory Agreement”).

WHEREAS, the Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (“Adviser Act”), and the Sub-adviser holds a Capital Markets Service License in Fund Management with the Monetary Authority of Singapore and is registered with the SEC as an investment adviser under the Adviser Act;

WHEREAS, the Adviser is authorized under the Subadvisory Agreement to obtain such information, advice or assistance as the Adviser may deem necessary, appropriate or convenient for the discharge of its obligations under such agreement; and

WHEREAS, the Adviser desires to retain the Sub-adviser to act as Sub-adviser to furnish certain investment advisory services to the Adviser on behalf of the Fund, and the Sub-adviser is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1. Appointment. The Adviser hereby appoints the Sub-adviser as its investment Sub-adviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Sub-adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of the Sub-adviser.

A. Investment Subadvisory Services. Subject to the supervision of the Fund’s Board of Trustees (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the investments of the Funds specified by the Adviser from time to time in accordance with the Fund’s investment objectives, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or the Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), policies, and restrictions. The Adviser agrees that the Sub-adviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”). In furtherance of this duty, the Sub-adviser, on behalf of the Fund is authorized to:

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(1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;

(2) instruct the Affiliated Trading Desk to place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Affiliated Trading Desk on behalf of the Sub-adviser may select;

(3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian;

(4) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including, but not limited to, investments in the TRP Reserve Investment Funds, which are internal money market and short-term bond funds available for use only by clients of the Adviser and certain of its affiliates for short-term investments;

(5) instruct the Fund’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund;

(6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.

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B. Personnel, Office Space, and Facilities of the Sub-adviser. The Sub-adviser at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as it requires in the performance of its investment advisory and other obligations under this Agreement.

C. Further Duties of the Sub-adviser. In all matters relating to the performance of this Agreement, the Sub-adviser shall act in conformity with the Fund’s Agreement and Declaration of Trust, By-Laws, and the Fund’s currently effective Registration Statement (as defined below) and with the written instructions and directions of the Board and the Adviser, and shall comply with the requirements of the Investment Company Act of 1940, as amended (“1940 Act”), the Advisers Act, the rules thereunder, and any other applicable U.S., state or foreign laws and regulations.

3. Compensation. For the services provided and the expenses assumed by the Sub-adviser pursuant to this Agreement, the Adviser may pay the Sub-adviser an investment management fee, if any, up to, but not more than 60% of the management fee paid to the Adviser under its Subadvisory Agreement with the Fund.

4. Duties of the Adviser.

A. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Subadvisory Agreement other than those delegated to the Sub-adviser and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement.

B. The Adviser has furnished the Sub-adviser with copies of each of the following documents and will furnish to the Sub-adviser all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available:

(1) The Agreement and Declaration of Trust of the Fund, as amended from time to time and as filed with the State of Delaware, as in effect on the date hereof and as amended from time to time (“Articles”);

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(2) The By-Laws of the Fund as in effect on the date hereof and as amended from time to time (“By-Laws”);

(3) Certified resolutions of the Fund’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Subadvisory Agreement and this Agreement;

(4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”);

(5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto;

(6) The Fund’s Prospectus (as previously defined); and

(7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange.

The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

5. Brokerage.

A. The Sub-adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall instruct the Affiliated Trading Desk to attempt to obtain quality execution at favorable security prices; provided that, on behalf of the Fund, the Affiliated Trading Desk may, in its discretion, agree to pay a broker-dealer that furnishes brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been

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charged by another broker-dealer for effecting the same transactions, if the Affiliated Trading Desk determines in good faith that such commission is reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Sub-adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder.

B. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-adviser, the Sub-adviser or the Affiliated Trading Desk, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser or the Affiliated Trading Desk in the manner the Sub-adviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

6. Ownership of Records. The Sub-adviser shall maintain all books and records required to be maintained by it pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-adviser hereby agrees (i) that all records that it maintains for the Fund are the property of the Fund, (ii) to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and (iii) agrees to surrender promptly to the Fund any records that it maintains for the Fund upon request by the Fund; provided, however, the Sub-adviser may retain copies of such records.

7. Reports. The Sub-adviser shall furnish to the Board or the Adviser, or both, as appropriate, such information, reports, evaluations, analyses and opinions as the Sub-adviser and the Board or the Adviser, as appropriate, may mutually agree upon from time to time.

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8. Services to Others Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Sub-adviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any trustee, officer, or employee of the Sub-adviser, who may also be a trustee, officer, or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

9. The Sub-adviser’s Use of the Services of Others. The Sub-adviser may (at its cost except as contemplated by Paragraph 5 of this Agreement) employ, retain, or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Sub-adviser or the Fund, as appropriate, with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities, or such other information, advice, or assistance as the Sub-adviser may deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or otherwise helpful to the Fund, as appropriate.

The Subadviser may (at its cost except as contemplated by Paragraph 5 of this Agreement) employ third parties, whether or not affiliated, to perform administrative, dealing and ancillary services required to enable the Subadviser to perform its services under this Agreement. It is understood that the Subadviser shall not be liable for acts of broker dealers provided they are selected in accordance with the Subadviser’s fiduciary duties.

10. Limitation of Liability of the Sub-adviser. Neither the Sub-adviser nor any of its officers, trustees, or employees, nor any person performing executive, administrative, trading, or other functions for the Fund (at the direction or request of the Sub-adviser) or the Sub-adviser in connection with the Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Fund or from reckless disregard by the Sub-adviser or any such person of the duties of the Sub-adviser pursuant to this Agreement.

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11. Representations of the Sub-adviser. The Sub-adviser represents, warrants, and agrees as follows:

A. The Sub-adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law or regulation from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal, state or foreign law requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify the Sub- adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

B. The Sub-adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, a compliance program complying with the requirements of Rule 206(4)-7 under the Advisers Act, and if it has not already done so, will provide the Adviser and the Fund with a copy of such code of ethics and its compliance policies and procedures, together with evidence of its adoption.

C. The Sub-adviser has provided the Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser.

12. Representation of the Adviser. The Adviser represents that it is an institutional investor as defined in section 4A of the Singapore’s Securities and Futures Act (Chapter 289).

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13. Term of Agreement. This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved by a vote of a majority of those trustees of the Board 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. Unless sooner terminated as provided herein, this Agreement shall continue in effect through April 1, 2023. Thereafter, this Agreement shall continue in effect from year to year, with respect to the Fund, subject to the termination provisions and all other terms and conditions hereof, so long as such continuation shall be specifically approved at least annually (a) by either the Board, or by vote of a majority of the outstanding voting securities of the Fund; (b) in either event, by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the trustees of the Board who are not parties to this Agreement or interested persons of any such party; and (c) the Sub-adviser shall not have notified the Adviser and the Fund, in writing, at least 60 days prior to such approval that it does not desire such continuation. The Sub-adviser shall furnish to the Fund, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal, or amendment hereof.

14. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on at least 60 days’ prior written notice to the Sub-adviser. This Agreement may also be terminated by the Adviser: (i) on at least 60 days’ prior written notice to the Sub-adviser, without the payment of any penalty; (ii) upon material breach by the Sub-adviser of any of the representations and warranties set forth in Paragraph 11 of this Agreement, if such breach shall not have been cured within a 20-day period after notice of such breach; or (iii) if the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement. The Sub-adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days’ prior notice to the Adviser and the Fund. This Agreement shall terminate automatically in the event of its assignment or upon termination of the Subadvisory Agreement.

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Any termination shall be without prejudice to the rights and liabilities of either party in respect of transactions already initiated. All outstanding transactions at the time of termination will be settled and delivery made. The Subadviser will account to the Adviser for such transactions. The Adviser will not be required to make any additional payment to the Subadviser on termination save for any periodic fee contractually due. The Subadviser may also charge and receive payment from the Adviser for any additional expenses which are necessarily incurred in terminating the Agreement plus any losses necessarily realized in settling or concluding outstanding obligations.

15. Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought, and no material amendment of this Agreement shall be effective except as permitted by law including, if required by the 1940 Act, being approved by vote of a majority of the Fund’s outstanding voting securities.

16. Miscellaneous.

A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland without giving effect to the conflicts of laws principles thereof and the 1940 Act. To the extent that the applicable laws of the State of Maryland conflict with the applicable provisions of the 1940 Act, the latter shall control.

B. Captions. The captions contained in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

C. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof, and all such prior agreements shall be deemed terminated upon the effectiveness of this Agreement.

D. Interpretation. Nothing herein contained shall be deemed to require the Fund to take any action contrary to its Articles or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund.

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E. Counterparts; Electronically Transmitted Documents and Signatures. The parties may execute this Agreement in one or more counterparts, each of which are deemed an original and all of which together constitute one and the same instrument. The parties may deliver this Agreement, including signature pages, by original or digital signatures, or facsimile or emailed PDF transmissions, and the parties hereby adopt any documents so received as original and having the same effect as physical delivery of paper documents bearing the original signature.

F. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” broker,” “investment adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation, or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.


Attest:	T. ROWE PRICE ASSOCIATES, INC.

	By:

Name: Andrea Better		Terence Baptiste
Title: Senior Legal Analyst		Vice President

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Attest:	T. ROWE PRICE SINGAPORE PRIVATE LTD.

	By:

Name:		Name: Fatima Khellafi
Title:		Title: Vice President

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Exhibit (d)(xiii)

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the 7^th day of July, 2021, by and among MORNINGSTAR FUNDS TRUST (the “Trust”), a Delaware statutory trust, MORNINGSTAR INVESTMENT MANAGEMENT LLC (the “Adviser”) a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and CULLEN CAPITAL MANAGEMENT, LLC, a Limited Liability Company under the laws of the State of Delaware (the “Subadviser”), and also registered under the Advisers Act.

W I T N E S S E T H:

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 30th day of April, 2018 (the “Advisory Agreement”), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a “Fund”);

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

2. Duties of Subadviser.

(c) Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, with respect to the Subadviser Assets, the Subadviser shall act in conformity with (i) the most recent Prospectus provided to the Subadviser by the Trust or the Adviser, (ii) the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively), (iii) the instructions and directions received in writing from the Adviser or the Trustees of the Trust, and (iv) the policies and procedures adopted by the Trust pursuant to Rule 38a-1 of the 1940 Act that are applicable to the Fund and delivered to the Subdviser (together, the “Policies”). To the extent applicable to the Subadviser’s management of the Subadviser Assets, the Subadviser also will conform to, and comply with, the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Commodity Exchange Act, as amended (the “CEA”), Section 851(b)(3) and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to time, and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws and the Prospectus, the Policies, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Subadviser shall be responsible for monitoring the compliance of only those Subadviser Assets allocated to it, and Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) based upon the books and records with respect to the Subadviser Assets. The Adviser will timely provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Sarbanes-Oxley Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.

Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Exchange Act and any SEC guidance issued thereunder) to the Subadviser an amount of commission for effecting a Subadviser Assets’ investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.

faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund.

the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Subadviser’s compliance program, which access shall include on-site visits with the Subadviser as may be reasonably requested from time to time during normal business hours. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Subadviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Subadviser’s compliance program.

transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses of the Trust or the Fund. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(c) The Subadviser is a S-Corporation duly organized and properly registered and operating under the laws of the State of New York with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

7. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(g) The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

8. Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

10. Liability and Indemnification.

connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA. Neither Subadviser’s acceptance of its appointment, the Fund’s investment objectives, nor any other provision of this Agreement shall be considered a guaranty that any specific result or performance will be achieved. To the extent the Adviser or Fund provides instructions to the Subadviser, the Adviser is solely responsible and liable for any consequences resulting from the Subadviser following such instructions. Notwithstanding any of the forgoing, Subadviser will not be bound to comply with any amendment or instruction to the extent such amendment or instruction violates any applicable laws, rules or regulations.

The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party to this Agreement.

The indemnification obligations contained in this Section 10(b) and Section 10(c) shall survive the termination of this Agreement.

11. Duration and Termination.

(a) Duration. This Agreement shall be effective upon the date set forth above and shall remain in effect for an initial period of no more than two years after such date, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second anniversary of the date set forth above with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund (as defined by the 1940 Act); provided that in either event its continuance also is approved by a majority of the Trust’s Trustees who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

(b) Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to a Fund, without payment of any penalty:

(iii) By the Subadviser upon not less than 60 days’ written notice to the Adviser and the Trust.

13. References to Adviser and Subadviser.

15.

Other Accounts.

(a) Authorized. The Adviser or the Trust has authorized such disclosure;

(c) Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) Already Known. Such information already was known by the party prior to the date hereof;

(g) Independently Developed. The party independently developed such information.

The obligations in this Section 16 to keep any such information confidential shall continue to apply after the expiry or termination of this Agreement, howsoever terminated.

(a) If to the Subadviser:

Cullen Capital Management, LLC

645 5th Avenue, Suite 1201

New York, NY 10022

Attention: Jeffrey Battaglia

Facsimile: 212-593-4275

E-mail: [email protected]

(b) If to the Adviser:

Morningstar Investment Management LLC

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling, CCO

Facsimile: (312) 696-6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

Morningstar Funds Trust

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling, CCO

Facsimile: (312) 696 - 6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

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

24.

Force Majeure.

addition, no party shall be responsible for any failure to perform its duties hereunder if such failure shall be caused by or directly or indirectly due to war, enemy action, the act or regulation of any government or other competent authority, riot, civil commotion, rebellion, storm, tempest, accident, fire, lock-out or strike to the extent that the same are beyond the reasonable control of the relevant party and provided that the relevant party shall use all reasonable efforts to minimize the effects of the same.

25. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers on the day and year first written above.


TRUST
MORNINGSTAR FUNDS TRUST

By:
Name:		D. Scott Schilling
Title:		Chief Compliance Officer and Secretary

ADVISER MORNINGSTAR INVESTMENT MANAGEMENT LLC

By:
Name:		Daniel Needham
Title:		President

CULLEN CAPITAL MANAGEMENT, LLC
By:
Name:		Jeff Battaglia
Title:		Chief Operating Officer

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

MORNINGSTAR FUNDS TRUST,

MORNINGSTAR INVESTMENT MANAGEMENT LLC

AND SCHAFER CULLEN CAPITAL MANAGEMENT

Effective July 7, 2021*


Funds of the Trust				Subadvisory Fees

Morningstar Global Income Fund

* As approved at the Board of Trustees Meeting held on June 23, 2021.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.


TRUST
MORNINGSTAR FUNDS TRUST

By:		/s/ D. Scott Schilling
Name:		D. Scott Schilling
Title:		Chief Compliance Officer and Secretary

ADVISER MORNINGSTAR INVESTMENT MANAGEMENT LLC

By:		/s/ Daniel Needham
Name:		Daniel Needham
Title:		President

CULLEN CAPITAL MANAGEMENT, LLC
By:		/s/ Jeff Battagna
Name:		Jeff Battaglia
Title:		Chief Operating Officer

Exhibit (d)(xix)

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the day of , 2020, by and among MORNINGSTAR FUNDS TRUST (the “Trust”), a Delaware statutory trust, MORNINGSTAR INVESTMENT MANAGEMENT LLC (the “Adviser”) a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and WESTERN ASSET MANAGEMENT COMPANY, a C-Corporation under the laws of the State of California (the “Subadviser”), and also registered under the Advisers Act.

W I T N E S S E T H:

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 30th day of April 2018 (the “Advisory Agreement”), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a “Fund”);

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

2. Duties of Subadviser.

(c) Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, with respect to the Subadviser Assets, the Subadviser shall act in conformity with (i) the most recent Prospectus provided to the Subadviser by the Trust or the Adviser, (ii) the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively), (iii) the instructions and directions received in writing from the Adviser or the Trustees of the Trust, and (iv) the policies and procedures adopted by the Trust pursuant to Rule 38a-1 of the 1940 Act that are applicable to the Fund and delivered to the Subdviser (together, the “Policies”). To the extent applicable to the Subadviser’s management of the Subadviser Assets, the Subadviser also will conform to, and comply with, the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Commodity Exchange Act, as amended (the “CEA”), Section 851(b)(3) and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to time, and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws and the Prospectus, the Policies, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Subadviser shall be responsible for monitoring the compliance of only those Subadviser Assets allocated to it, and Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) based upon the books and records with respect to the Subadviser Assets. The Adviser will timely provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

(m) Legal Proceedings. The Subadviser shall not act for, represent, or purport to bind the Trust in any legal or administrative proceeding involving the Trust or the Fund or any such proceedings involving any security or investment currently or formerly held by a Fund, including, without limitation, class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings (“Legal Matters”) without the written consent of the Trust. The Subadviser does, however, agree that if Subadviser’s legal department receives a notice from the Fund’s custodian regarding any Legal Matters, Subadviser will promptly notify Adviser of such Legal Matters. Subadviser agrees to cooperate with Adviser to provide reasonable assistance (which, for the avoidance of doubt, will not be expected to include legal advice) regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund, the Trust and/or the Adviser may reasonably request.

6. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(c) The Subadviser is a C-Corporation duly organized and properly registered and operating under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

7. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(g) The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

8. Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

10. Liability and Indemnification.

from the Subadviser following such instructions. Notwithstanding any of the forgoing, Subadviser will not be bound to comply with any amendment or instruction to the extent such amendment or instruction violates any applicable laws, rules or regulations.

The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party to this Agreement.

The indemnification obligations contained in this Section 10(b) and Section 10(c) shall survive the termination of this Agreement.

11. Duration and Termination.

(a) Duration. This Agreement shall be effective upon the date set forth above and shall remain in effect for an initial period of no more than two years after such date, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second anniversary of the date set forth above with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund (as defined by the 1940 Act); provided that in either event its continuance also is approved by a majority of the Trust’s Trustees who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

(b) Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to a Fund, without payment of any penalty:

(iii) By the Subadviser upon not less than 60 days’ written notice to the Adviser and the Trust.

13. References to Adviser and Subadviser.

15. Other Accounts.

(a) Authorized. The Adviser or the Trust has authorized such disclosure;

(c) Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) Already Known. Such information already was known by the party prior to the date hereof;

(g) Independently Developed. The party independently developed such information.

The obligations in this Section 16 to keep any such information confidential shall continue to apply after the expiry or termination of this Agreement, howsoever terminated.

(a) If to the Subadviser:

Western Asset Management Company

385 East Colorado Boulevard

Pasadena, CA 91101

Attention : Kyle Colburn

626-844-4074

[email protected]

(b) If to the Adviser:

Morningstar Investment Management LLC

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling, CCO

Facsimile: (312) 696-6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

Morningstar Funds Trust

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling, CCO

Facsimile: (312) 696 - 6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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

24. Force Majeure.

25. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers on the day and year first written above.

TRUST

MORNINGSTAR FUNDS TRUST

By:

Name:


Title:

*ADVISER*
MORNINGSTAR INVESTMENT
MANAGEMENT LLC

By:

Name:


Title:

*SUBADVISER*
WESTERN ASSET MANAGEMENT COMPANY

By:

Name:


Title:

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

MORNINGSTAR FUNDS TRUST,

MORNINGSTAR INVESTMENT MANAGEMENT LLC

AND WESTERN ASSET MANAGEMENT COMPANY

Effective , 2020*


Funds of the Trust		Subadvisory Fees

Morningstar Total Return Bond Fund

*As approved at the Board of Trustees Meeting held on June 25, 2020.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.

TRUST

MORNINGSTAR FUNDS TRUST

By:

Name:


Title:

*ADVISER*
MORNINGSTAR INVESTMENT
MANAGEMENT LLC

By:

Name:


Title:

*SUBADVISER*
WESTERN ASSET MANAGEMENT COMPANY

By:

Name:


Title:


		Exhibit (d)(xxvi)

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the day of , 2020, by and among MORNINGSTAR FUNDS TRUST (the “Trust”), a Delaware statutory trust, MORNINGSTAR INVESTMENT MANAGEMENT LLC (the “Adviser”) a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC, a limited liability company under the laws of the State of Delaware (the “Subadviser”), and also registered under the Advisers Act.

W I T N E S S E T H:

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 30^th day of April, 2018 (the “Advisory Agreement”), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a “Fund”);

WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

2. Duties of Subadviser.

(c) Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, with respect to the Subadviser Assets, the Subadviser shall act in conformity with (i) the most recent Prospectus provided to the Subadviser by the Trust or the Adviser, (ii) the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively), (iii) the instructions and directions received in writing from the Adviser or the Trustees of the Trust, and (iv) the policies and procedures adopted by the Trust pursuant to Rule 38a-1 of the 1940 Act that are applicable to the Fund and delivered to the Subdviser (together, the “Policies”). To the extent applicable to the Subadviser’s management of the Subadviser Assets, the Subadviser also will conform to, and comply with, the requirements of the 1940 Act, the Advisers Act, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Commodity Exchange Act, as amended (the “CEA”), Section 851(b)(3) and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to “regulated investment companies” (as defined in Section 851 of the Code), as amended from time to time, and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws and the Prospectus, the Policies, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Subadviser shall be responsible for monitoring the compliance of only those Subadviser Assets allocated to it, and Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Advisers Act, the Securities Act, the Exchange Act, the CEA, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) based upon the books and records with respect to the Subadviser Assets. The Adviser will timely provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

6. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a) The Subadviser is registered as an investment adviser under the Advisers Act;

(c) The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

7. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows:

(a) The Adviser is registered as an investment adviser under the Advisers Act;

(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;

(g) The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

8. Representations and Warranties of the Trust. The Trust represents and warrants to the Adviser and the Subadviser as follows:

(d) The Trust acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement.

10. Liability and Indemnification.

The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party to this Agreement.

The indemnification obligations contained in this Section 10(b) and Section 10(c) shall survive the termination of this Agreement.

11. Duration and Termination.

(b) Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to a Fund, without payment of any penalty:

(iii) By the Subadviser upon not less than 60 days’ written notice to the Adviser and the Trust.

13. References to Adviser and Subadviser.

15. Other Accounts.

(a) Authorized. The Adviser or the Trust has authorized such disclosure;

(c) Publicly Known Without Breach. Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d) Already Known. Such information already was known by the party prior to the date hereof;

(g) Independently Developed. The party independently developed such information.

The obligations in this Section 16 to keep any such information confidential shall continue to apply after the expiry or termination of this Agreement, howsoever terminated.

(a) If to the Subadviser:

Brandywine Global Investment Management, LLC

2929 Arch Street, 8th Floor

Philadelphia, PA 19104

Attention: Mark Juelis

Facsimile: 215-609-3501

E-mail: [email protected]

(b) If to the Adviser:

Morningstar Investment Management LLC

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling, CCO

Facsimile: (312) 696-6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

Morningstar Funds Trust

22 W. Washington Street

Chicago, IL 60602

Attention: D. Scott Schilling,

CCO Facsimile: (312) 696 - 6001

E-mail: [email protected]

Copy to:

Stradley Ronon Stevens & Young

1250 Connecticut Ave NW

Suite 500

Washington, DC 20036

Attention: Eric S. Purple

Facsimile: (202) 822-0140

E-mail: [email protected]

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

24. Force Majeure.

25. Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers on the day and year first written above.


*TRUST*
MORNINGSTAR FUNDS TRUST

By:

Name:

Title:


*ADVISER*
MORNINGSTAR INVESTMENT MANAGEMENT LLC

By:

Name:

Title:


*SUBADVISER*
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC

By:

Name:

Title:

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

MORNINGSTAR FUNDS TRUST,

MORNINGSTAR INVESTMENT MANAGEMENT LLC

AND BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC

Effective , 2020*


Funds of the Trust		Subadvisory Fees

Morningstar Unconstrained Allocation Fund

*As	approved at the Board of Trustees Meeting held on June 25, 2020.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.


*TRUST*
MORNINGSTAR FUNDS TRUST
By:

Name:

Title:


*ADVISER*
MORNINGSTAR INVESTMENT MANAGEMENT LLC
By:

Name:

Title:


*SUBADVISER*
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC

By:

Name:

Title:

Stradley Ronon Stevens & Young, LLP
2000 K Street, N.W., Suite 700
Washington, DC 20006
Telephone 202.822.9611
Fax 202.822.0140
www.stradley.com

August 27, 2021

Morningstar Funds Trust
22 W. Washington Street
Chicago, Illinois 60602

Re:

Post-Effective Amendment No. 7 to the Registration Statement of Morningstar Funds Trust

Ladies and Gentlemen:

We have acted as counsel to Morningstar Funds Trust, a statutory trust organized under Delaware law (the “Trust”), in connection with the issuance and sale by the Trust of its shares of beneficial interest, no par value (the “Shares”) of the following 9 series of the Trust (each, a “Fund”): (i) Morningstar U.S. Equity Fund, (ii) Morningstar International Equity Fund, (iii) Morningstar Global Income Fund, (iv) Morningstar Total Return Bond Fund, (v) Morningstar Municipal Bond Fund, (vi) Morningstar Defensive Bond Fund, (vii) Morningstar Multisector Bond Fund, (viii) Morningstar Unconstrained Allocation Fund, and (ix) Morningstar Alternatives Fund. The Trust is authorized to issue an unlimited number of Shares of each Fund.

This opinion is furnished in accordance with the requirements of Item 28(i) of Form N-1A under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act of 1933, as amended (the “Securities Act”).

In connection with providing this opinion, we have examined (i) a copy of the Trust’s Certificate of Trust, as filed with the Secretary of State of the State of Delaware on March 1, 2017; (ii) the Trust’s Amended and Restated Agreement and Declaration of Trust dated March 9, 2018; (iii) the Trust’s By-Laws; (iv) certain resolutions adopted by the Board of Trustees of the Trust relating to the issuance and sale of the Shares; and (v) a Certificate of Good Standing dated August 27, 2021 from the Secretary of State of Delaware. We have also examined the Notification of Registration on Form N-8A and the Registration Statements on Form N-1A filed on behalf of the Trust (the “Registration Statement”) under the Investment Company Act and the Securities Act, all as amended to date, as well as other items we deem material to this opinion.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Trust and others.

This opinion is based exclusively on the provisions of the federal law of the United States of America and the laws of the State of Delaware applicable to trusts formed under the Delaware Statutory Trust Act, as amended, and does not extend to the securities of “blue sky” laws of the State of Delaware or other states.

Based upon and subject to the foregoing information and examination, we are of the opinion that, when the Registration Statement becomes effective under the Investment Company Act and Securities Act, the Shares will, when sold in accordance with the Registration Statement, be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement of the Trust and we further consent to reference in the Registration Statement of the Trust to the fact that this opinion concerning the legality of the issue has been rendered by us.

Very truly yours,

/s/ Stradley Ronon Stevens & Young, LLP

STRADLEY RONON STEVENS & YOUNG, LLP

Consent of Independent Registered Public Accounting Firm

We consent to the references to our firm under the captions “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information and to the incorporation by reference of our report dated June 29, 2021 on the financial statements and financial highlights of the Morningstar Funds Trust (comprising Morningstar U.S. Equity Fund, Morningstar International Equity Fund, Morningstar Global Income Fund, Morningstar Total Return Bond Fund, Morningstar Municipal Bond Fund, Morningstar Defensive Bond Fund, Morningstar Multisector Bond Fund, Morningstar Unconstrained Allocation Fund and Morningstar Alternatives Fund) included in the Annual Report to Shareholders for the fiscal year ended April 30, 2021, in Post-Effective Amendment No. 7 to the Registration Statement (Form N-1A No. 333-216479) of the Morningstar Funds Trust filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP

Chicago, Illinois
August 27, 2021

- C-0 -

Exhibit (p)(ii)

LOGO

December 2020

Applicable Rules and Regulations:

Investment Advisers Act of 1940

● Section 206

● Rule 204A-1

Securities Exchange Act of 1934

● Section 21F

Code of Ethics

Background

A registered investment adviser has a fiduciary relationship with its clients and thus owes them the duty of loyalty, good faith and fair dealing. The following Code of Ethics has been developed to assist in meeting those duties.

The RIAs intend for Supervised Persons to subscribe to the highest standards of ethical and professional conduct. The highest duty of care with respect to our advisory services and loyalty to all clients are to be observed. What is in the best interest of our Clients is paramount, and any issue that arises must be resolved in a manner that is in their best interests.

In addition to the more detailed and specific regulatory requirements outlined in this Manual, general anti-fraud provisions apply to our activities. As the phrase implies, the anti-fraud provisions within the law are general in nature and prohibit (1) employing any device or scheme to defraud a Client, (2) making any untrue or misleading statement to a Client or omitting to state a material fact, (3) engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon a Client, or (4) engaging in any manipulative act or practice with respect to a Client As a general matter, if an activity seems untold, extraordinary, or unusual, the Supervised Person should consult with the Compliance team.

The objective of the Code of Ethics is to (1) educate Supervised Persons as to the laws governing their conduct; (2) reinforce to them that they are in a position of trust and must act with complete propriety; (3) protect the RIAs’ reputation; (4) mitigate securities law violations; and (5) to protect Clients by deterring Supervised Persons misconduct.

This Code of Ethics applies to Supervised Persons and is expected to be abided by both in word and in spirit. Failure to comply with this Code in whole or in part is a serious matter that may result in disciplinary action, up to and including termination of employment. If you have any questions or need clarification regarding what the Code does and does not permit, please do not hesitate to contact the RIA’s Chief Compliance Officer or any member of the Compliance team.

Fiduciary Duty to Clients

Background

An investment adviser’s fiduciary obligations are not contained within the Advisers Act but come from views expressed by the Supreme Court in SEC v. Capital Gains Research. Those views are:

●

Duty to Disclose — Advisers have an obligation to disclose all material facts about the advisory relationship. The word “material” in this context usually means that there is a substantial likelihood that a reasonable Client would attach importance to it.

●

Duty to Put Clients’ Interests First — Advisers are to act only in the best interests of Clients. When there is a conflict between what would be best for the adviser versus what would be best for its Client, the adviser is always to act in accordance with the Client’s best interest.

●

Duty to be Fair — Advisers are to treat each Client fairly; not benefit one Client to disadvantage another. Advisers that manage multiple accounts with substantially similar investment objectives and restrictions have a fiduciary obligation to treat each account fairly and not favor certain accounts over others by making different investment recommendations or decisions for different accounts.

●

Duty of Care — Advisers are to make suitable recommendations to their Clients. This includes making a reasonable attempt to obtain such things as a Client’s personal and financial situation, investment objective, and risk tolerance, before providing investment advice.

Policy

It is the RIAs’ policy that Supervised Person conduct themselves and perform their assigned duties in a manner consistent with the following fiduciary duties.

●

Duty to Disclose

◾

It is each RIA’s policy to make available to Clients its Form ADV Parts 2 and 3, which are documents that provides information on the RIA’s services, its investment process/methodology, and conflicts of interest.

◾

Disclosing material facts and conflicts of interest and providing sufficient information for a Client to make a fully informed decision about hiring or retaining the adviser to perform advisory services.

●

Duty to Put Clients’ Interests First

◾

It is each RIA’s policy that the interests of the firm or the Supervised Person do not come before the best interests of the Clients.

●

Duty to be Fair

◾

It is each RIA’s policy to treat each similar situation Client and prospective Client fairly and equitably.

●

Duty of Care

◾

It is each RIA’s policy to perform its duties in a prudent manner and consistent with the following:

●

Making suitable recommendations based on the Clients’ particular facts and circumstances (e.g., personal information and financial situation), financial circumstances and investment objectives; or, if a Client declines to provide such information, determining if prudent assumptions can be made for the information not disclosed and providing prudent recommendations based on those assumptions about the Client.

●

Having an adequate basis and support for any and all recommendations, representations, and forecasts.

●

Complying with applicable securities laws, including, but not limited to, the Advisers Act, Gramm-Leach-Bliley (“GLB”) Act, Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), and the Securities Exchange Act of 1934 (“Exchange Act”).

A breach of any of the above items may expose each RIA and Supervised Person to federal or state disciplinary actions, or potential criminal and civil liability.

Responsibility

Supervised Persons are responsible for performing their duties in a manner consistent with the RIAs’ fiduciary duties, and avoids any activities prohibited under the anti-fraud provisions described above. If questions arise, Supervised Persons should contact the Chief Compliance Officer or her/his Compliance team.

Professional Responsibilities

Background

Supervised Persons are to have qualifications commensurate with the duties they perform, such as the appropriate level of experience and education, and to conduct themselves in an ethical manner, such as honesty, integrity, and prudent judgment.

Policy

It is each RIA’s policy for its Supervised Persons to have the appropriate skills and experience that are commensurate to their assigned duties. It is each RIA’s policy that Supervised Persons exhibit high moral standards, professionalism, and ethical conduct.

Responsibility

Senior Management is responsible for ensuring Supervised Persons have the appropriate skills and experience to fulfill their assigned duties.

All Supervised Persons are responsible for performing their duties in a manner that exhibits high moral standard and ethical conduct and avoids any prohibited activities. If questions arise, Supervised Person should contact the Compliance team for guidance and clarification.

To that end, Supervised Persons are prohibited from:

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Guaranteeing investment performance.

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Falsely stating or misrepresenting his or her credentials (e.g., professional designation or education).

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Selling products or services in a manipulative, deceptive or fraudulent manner.

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Stating or implying that the SEC, the Department of Labor (“DOL”), the Financial Industry Regulatory Authority (“FINRA”), or any other federal or state regulatory body endorses or approves the products or services offered by the RIA.

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Rendering legal or tax advice to Clients.

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Communicating confidential, non-public information about the RIA or its Clients to persons outside of the RIA, provided, however, that RIA Employees may communicate such confidential or non-public information to Outsourced Persons on an ‘as needed basis’ for them to perform services on behalf of the RIA.

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Communicating confidential, non-public information about Morningstar, Inc. or its affiliates to anyone outside of Morningstar.

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Communicating information to Clients that is based solely on rumor or speculation.

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Buying or selling a publicly traded security while in possession of inside information or tipping such inside information to others.

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Signing a Client’s name to any document, even if the Client gives permission to do so.

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Instructing the Client to pay them (the Supervised Person) directly for services rendered by the RIA.

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Accepting cash, checks or other forms of payment made payable to the Supervised Person from a Client.

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Lending money to a Client.

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Borrowing money or securities from a Client.

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Settling a Client complaint without following the process described in the Customer Complaints section of this manual.

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Stating or implying that the RIA’s products or services are offered by Morningstar, Inc., or stating or implying that a RIA Employee is employed by Morningstar, Inc.

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Becoming an employee of or serving as a director of an unaffiliated company without the approval of the compliance team and Morningstar, Inc.’s general counsel (if applicable).

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Acquiring or deriving personal gain or profit from any business or investment opportunity that comes to his or her attention as a result of the Supervised Persons’ duties within or in support of the RIA or his or her association with Client.

Public Speaking Engagements

Background

A public speaking engagement includes participation in a seminar, conference, webinar, video and any other public forum (Including an interactive electronic forum) related to the Supervised Person’s assigned duties.

Policy

While public speaking engagements are acceptable, it is each RIA’s policy that:

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Supervised Persons adhere to the guidelines set forth in the Professional Responsibilities section above.

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Public statements should be given by senior investment professionals, sales professionals, researchers, economists, or members of Senior Management. If other persons are invited to give public statements, they should obtain prior approval from their manager and the Compliance team before proceeding.

Responsibility

In addition to adhering to the guidelines set forth in the Professional Responsibilities section above, Supervised Persons are responsible for ensuring:

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Prepared questions, scripts, or talking points to be used during the public appearance have been reviewed and approved by the Compliance team in advance when possible.

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The Compliance team is provided final versions of any recorded engagements or transcripts, prior to or at its release to attendees of the event or the public in general. Final versions of any recorded engagements, or transcripts should be reviewed by the Compliance team prior to release when possible.

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For videos that are produced in Morningstar’s in-house studio, a member of the compliance team is given the opportunity to be present during the recording.

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Presentations, handouts, or other materials provided to outside parties in relation to such public statements have been submitted to the Compliance team for review prior to dissemination.

Supervised Persons are not to accept individual compensation for participating in a speaking engagement where the Supervised Person’s participant is sought out because of his or her association with Morningstar.

Clients’ Non-Public Information

Background

Given its relationship with clients (as well as possible contractual provisions), a registered investment adviser is to ensure client’s confidential, non-public information is not provided or made accessible to unauthorized persons.

An individual’s sensitive information includes such things as their personally identifiable information or financial situation, the portfolio they are invested in, the transaction history of their account, and forthcoming rebalancing or reallocation decisions.

An institutional Client’s sensitive information includes such things as financial information, underlying portfolio holdings, and intellectual property. All Clients’ non-public confidential information is hereafter referred to as “sensitive information.”

Policy

It is each RIA’s policy to protect Clients’ confidential, non-public information from being given or made accessible to persons who do not need to know or need access to such information to perform their assigned duties. In addition, the RIAs will take all reasonable measures to preserve confidentiality of such information.

Responsibility

If a Supervised Person has or has the ability to access a Client’s confidential, non-public information, that Supervised Person is responsible for maintaining its confidentiality including not sharing or providing access to any person who does not need to have such information to perform their assigned duties.

In addition, to mitigate confidential information from being made available to persons who do not need to know such information to perform their assigned tasks, a Supervised Person is responsible for:

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Taking precautions when providing confidential information through email, fax, or over the phone, which includes using the “PII Secure Tag” in Outlook for emails containing sensitive information.

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Not discussing confidential information in public places, such as elevators, hallways, or at social gatherings.

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Avoiding use of speaker phones in areas where unauthorized persons may overhear conversations.

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Avoiding exposing documents containing confidential information to areas where they may be read by unauthorized persons (e.g., copy machine).

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Storing documents containing confidential information in a secure location when they are not in use.

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Discarding documents that contain confidential information (provided they do not need to be retained under the rules for retention of books and records), ensure that they are discarded and destroyed in a secure manner.

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Locking all electronic devices (computers, phones, tablets, etc.) which may contain confidential information when such devices are not in use and use password protection to unlock such devices.

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Using strong passwords that cannot be easily guessed.

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Refraining from giving passwords to others or saving passwords in a place that can be accessed by others.

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Refraining from using unsecured wireless networks when accessing or using confidential information.

To accomplish this policy, each RIA is to:

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Limit the number of Supervised Persons with access to confidential information.

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Place servers with confidential information in a secure location and in a controlled environment.

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Limit the number of Supervised Persons that have access to the secure location where servers are maintained.

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Lock access to a system with confidential information if the user fails to enter the correct password within a certain number of tries.

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Require the use of encryption and/or password protection (as available) on electronic devices used to access confidential information.

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Adhere to the Information Security Policies and Standards implemented by the Morningstar, Inc. Information Security Department.

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Adhere to procedures outlined under the Cybersecurity section of this Manual.

Although maintaining the confidentiality of confidential information is of utmost importance, it does not preclude a Supervised Person from their duty to report any suspected illegal activities by Clients or an intermediary (e.g., a Client’s investment adviser representative) to the Compliance team.

Gifts and Entertainment

Background

A conflict of interest occurs when the personal interests of a person interferes or could potentially interfere with their responsibilities to the firm and its clients.

The overriding principle is that persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their analysis, opinions, or decision-making or make them feel beholden to a person or firm.

Similarly, persons should not offer gifts, favors, entertainment, or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.

There are special rules that govern gifts to elected officials, union officials, and labor unions. For example, the Department of Labor requires an “employer”, which includes investment advisers, to file a report each time a gift or business entertainment of the sort described herein is given to a union official or labor organization.

There are also special rules that govern gifts to foreign officials. For example, the Foreign Corrupt Practices Act states that gifts should be given openly and transparently, properly recorded in the giver’s books and records, provided only to show gratitude or esteem, and must be permitted under local law. Such gifts should be of nominal value and reasonable in nature.

Definitions

For purposes of this Manual, a gift includes:

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Entertainment;

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Travel/lodging;

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Gift baskets or perishable items; and

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Logo-stamped promotional items valued at more than $30 in total,

Entertainment includes, but is not limited to, meals or snacks and tickets to sporting and theater events which are extraordinary, excessive, or at which representatives of both the RIA and Client are not in attendance.

For purposes of this Manual, gifts do not include:

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Personal gifts, such as a wedding gift, retirement gift, or congratulatory gift for the birth of a child provided that the gift is not in relation to the business of the employer of the recipient.

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In determining whether the gift is “in relation to the business of the employer of the recipient,” the Compliance team will consider several factors, including the nature of any pre-existing personal or family relationship between the person giving the gift and the recipient, and whether the Supervised Person personally paid for the gift. If the RIA bears the cost of a gift, either directly or by reimbursing the Supervised Person, the gift will be counted towards the $100 gift limit.

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A gift sent to the RIA in general or to a specific department where it is shared (e.g., a fruit basket received during the holidays which is left in the tea-point).

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Any meal or other business entertainment that is not frequent or so excessive as to raise any question of impropriety.

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For example, a Supervised Person may accept an occasional dinner invitation if the person who extended the invitation attends the dinner and the purpose of the meeting is to discuss legitimate business or establish a business relationship.

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Any food or beverage item(s) provided for a virtual business event (e.g., client appreciation event held over Zoom) provided to attendees where a representative of the RIA is present, visible onscreen, and available for interaction with attendees throughout the event. (For the avoidance of doubt, a gift certificate for a food or beverage item is considered a gift.) Such items must be intended to be consumed during the event by attendees, cannot be preconditioned on meeting a sales goal, cannot be used for an item that is actually a gift (i.e., a food or beverage item to take home), and the cost and frequency of providing such items must be reasonable so as not to raise any question of propriety.

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Sponsorship of a marketing event in which representatives of both the RIA and the Client are present.

Policy

It is each RIA’s policy to limit gifts given or received to/from Clients to amounts that are so minimal in value that one’s independence or objectivity would not be called into question.

Gifts

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No Supervised Persons may give a gift(s) or cause a gift(s) to be given that in total is more than $100 per person per calendar year from any person or entity that relates to the RIA’s business (e.g., Client, prospect, vendor).

◾

For example, the RIAs, directly or through Supervised Persons, cannot give two separate gifts to any person or entity related to the RIA’s business valued at $99 within a calendar year.

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No Supervised Persons may accept gift(s) that in total amount to more than $100 per calendar year per person from any person or entity that relates to the RIA’s business (e.g., gifts received from a Client, prospect, vendor).

◾

For example, a Supervised Person cannot accept two separate gifts from a person or entity related to the RIA’s business valued at $99 within a calendar year.

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If, unbeknownst to the Supervised Person, a gift is sent to them and the value of that gift is $100 or more, the Supervised Person, along with their direct manager, must decide to either make the gift available to other Supervised Persons or to donate the gift to a charity.

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No Supervised Person may accept a meal where the person/firm paying for the meal is not present/represented, either in-person or virtually for the duration of the meal.

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No Supervised Person may accept entertainment where the person/firm paying for the entertainment is not present/represented, either in-person or virtually for the duration of the entertainment.

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For sponsorship of a marketing event by a RIA in which a Supervised Person and/or the Client is NOT present, the sponsorship value will be counted toward the $100 gift limit.

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The Supervised Person is not allowed to send cash or check directly to the event’s sponsor; the event sponsor should send an invoice to the RIA for proper processing through Morningstar’s accounting department.

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All RIA sponsored drawings, raffles, giveaways, door prizes, etc. must be pre-approved by the Compliance Department, and all prizes given are subject to the $100 gift limit and must be reported. Cash or cash gift cards may not be used as a prize.

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No Supervised Person may give or offer to give any gift of more than $100 to Clients, prospective Clients, or any entity that relates to the RIA’s business (and includes representatives of such Clients, prospects, and other entities.)

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No gift may be given or accepted if it is tied to any sales goal or revenue generated.

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In determining the value of a gift, the higher of the cost or market value is to be used and is exclusive of sales tax, shipping, and delivery fees.

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For a gift sent to multiple recipients, the value of the gift is to be pro-rated.

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For example, if a gift basket valued at $250 is sent to a Client’s marketing department that consists of five employees, each person will be reflected as receiving a $50 gift.

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No Supervised Person may provide or accept extravagant or excessive entertainment to or from a Client, Prospective Client, or any person or entity that does or seeks to do business with the RIAs.

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Supervised Persons may not accept any gift—even if it is under $100—if it is intended or could be reasonably judged as causing the Supervised Person or RIA to act in a manner that is inconsistent with its fiduciary duty or make the Supervised Person or RIA feel beholden to the giver or its firm.

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Cash gifts (including cash gift cards such as American Express, MasterCard, or Visa gift cards) are strictly prohibited in any amount. In order for a gift card to not be considered cash, it must be redeemable for goods or services at a specific retailer.

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No Supervised Person may use his/her position to obtain or seek a gift for themselves or for the RIA.

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Because of the intricacies involved, no Supervised Person may give a gift to an elected official (including foreign officials), retirement plan or retirement plan sponsor, union official, or a labor union without prior approval from the Chief Compliance Officer.

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Supervised Persons may not accept gifts directly from fund companies or exchange-traded fund sponsors, including their distributors, investment advisers or sub-advisers, or brokerage firms unless they are the occasional perishable food items (e.g., popcorn) or promotional items estimated, in total, to be under $30. Likewise, Supervised Persons may not accept offers from fund companies or ETF sponsors, including their distributors, investment advisers or sub-advisers, or brokerage firms, to pay travel, hotel, and other costs associated with a seminar or conference attended by the Supervised Persons.

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For avoidance of doubt, the prohibitions contained in this paragraph pertain to those fund companies or exchange-traded fund sponsors who are not Clients of the RIAs. For fund companies and exchange-traded fund sponsors who are Clients of the RIAs, the policies for Clients apply.

Exceptions to the Gift Policy

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A RIA may offer a client a registration fee waiver to a Morningstar-related conference in the following instances:

The RIA must maintain a documented process for determining which clients are offered registration waivers (i.e., all “Tier 1” clients, as defined by SalesForce sales procedures, are offered a waiver.)

Clients are only offered one type of registration waiver (i.e., if a free registration, 50% off waiver, or $100 off waiver is available, the RIA must determine one of those types for all clients who are offered a pass.)

Compliance must approve the client determination process, list of clients being offered the waiver, and the waiver type prior to a waiver being offered to a client.

Clients who are offered a registration waiver whose market value is higher than $100 may not receive any other gift during the year in which the conference took place.

Responsibility

It is the responsibility of the Supervised Person to report gifts they have received or entertainment they are the recipient of via the compliance reporting system using the system’s Gift or Entertainment reporting form. At a minimum, this report should include the name and employer name of the gift-giver, a description of the gift received, the higher of cost or market value, and the date the gift was received.

Supervised Persons must report any entertainment received from a Client or prospective Client, even if it is exempt from the gift limit. This report must be made via the compliance software reporting system using the system’s Entertainment reporting form.

It is the responsibility of the Supervised Person to report gifts they have given to Clients or potential Clients via Concur, the software used by Morningstar’s corporate accounting team. This documentation, at a minimum should include the recipient name and firm, a description of the gift given, the higher of cost or market value, and the date the gift was given.

Gifts received in which the recipient is a group (e.g., client services group), the manager of that group is responsible for pro-rating the value of the gift across all members of the group and reporting the gift via the compliance reporting system.

It is the responsibility of the Supervised Person not to use his/her position to obtain or seek to obtain a gift for either themselves or the RIA.

It is the responsibility of the Supervised Person to consult with his/her direct manager and/or the Compliance team if there is any doubt as to whether a gift is appropriate to receive or give.

It is the responsibility of the Supervised Person to obtain approval from the Chief Compliance Officer before giving a gift to an elected official (including foreign officials), retirement plan or plan sponsor, union official, or a labor union.

It is the Supervised Person’s responsibility to report all sponsorship of marketing events by the RIA to the Compliance team. This report may be made through Concur or the compliance reporting system.

Conflicts of Interest

Background

As a fiduciary, a RIA has an affirmative duty to act in the best interests of its clients. Compliance with this duty can be supported by avoiding conflicts of interests and, if they can’t be avoided, fully disclosing to clients all material facts concerning any conflict that may arise.

In general, conflicts of interests are those situations when the interests of the Supervised Person or the RIA differ from the interests of the client. An activity or situation may be found to involve a conflict of interest even though it does not result in any financial loss to a client(s).

If through an advisory program, clients’ assets are invested in an investment company (e.g., open-end mutual fund), the adviser has a fiduciary duty to inform that by doing so the client is subject to two layers of fees; one for an investment adviser managing the client’s advisory program account and the other because of investing in an underlying investment company (i.e., investment company’s expense ratio).

If an adviser recommends an investment in an investment company that is managed by the adviser or an affiliate, the adviser, must also inform the client that the adviser or its affiliate will receive both layers of fees.

Please note that an adviser’s recommendation of a proprietary fund is prohibited for ERISA accounts unless the adviser follows applicable prohibited transaction exemptions.

Conflicts of interest may also arise where the RIA or a Supervised Person have reason to favor the interests of one client over another (e.g., clients in which a Supervised Person has a material personal investment in, persons employed by a client where a Supervised Person is close friends with or they are relatives.)

Policy

It is each RIA’s policy that Supervised Persons may not:

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Favor the interests of one Client or one group of Clients over others (e.g., larger accounts over smaller accounts, accounts of Supervised Persons or their immediate family over other accounts, and accounts that produce higher compensation for the adviser over others).

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Use the knowledge of an upcoming trade or change in the RIAs’ products, services, or Clients to profit personally, directly or indirectly, because of such knowledge, including by purchasing or selling securities.

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Recommend a security without disclosing to an appropriate designated person (e.g. Senior Management) and Client that they have a material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates.

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Negotiate or make decisions regarding the RIAs’ use of a vendor or supplier without disclosing to an appropriate designed person (e.g. Senior Management) that they have a material beneficial ownership, business or personal relationship, or other material interest in such vendor or supplier.

It is each RIA’s policy to disclose its conflicts of interests, both personal and business-related, in the RIA’s Form ADV Parts 2 and 3. Each RIA will disclose in its Form ADV Part 2 that Clients investing in investment companies will pay two layers of fees—one layer pertaining to the investment company’s fees and expenses and the other layer pertaining to the RIA’s advisory fees. Such disclosures may also be summarized in the Form ADV Part 3 or the Form ADV Part 3 will refer the Client to the Form ADV Part 2 for further information about conflicts of interest. Other means of such disclosure may include marketing materials or verbal communications with Clients or prospective Clients.

Each Supervised Person must promptly report to the Compliance team any situation or transaction that is believed to be an actual or potential conflict of interest.

Responsibility

All Supervised Persons are responsible for performing their duties consistent with the policy described above.

All Supervised Persons are responsible for notifying the Compliance team of any real or perceived, or potential, conflict of interest.

The Compliance Department is responsible for ensuring conflicts of interest are disclosed in each RIA’s Form ADV Parts 2 and 3.

Personal Security Transactions and Holdings

Background

The personal security records required under Rule 204A-1 are intended as a means of bringing inappropriate trading practices to light. It requires, among other things, an access person to report to the Compliance team a list of reportable securities in which he or she has a beneficial ownership and transactions made in reportable securities. This section of the Code of Ethics applies to access persons and his/her immediate family. (Italicized terms are defined below.)

Definitions

The definitions noted below are specific to this section (Personal Security Transactions and Holdings) of the Manual.

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Access person is defined as:

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An officer of the RIA;

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A person who makes or participates in making investment recommendations to Clients;

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A person who has the ability to access nonpublic information regarding a Client’s security holdings, such as, what recommendations were given or will be given to them and what securities they currently hold or will be holding;

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Any other Supervised Person, at the discretion of the Compliance team; or

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At the discretion of the Compliance team, consultants, independent contractors, or interns used by the RIA whose duties may expose them to the above information.

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Reportable securities include, but are not limited to, the following types of securities, regardless of the type of account in which they are held (e.g., IRA or 401(k)), and regardless of whether the account is a discretionary or non-discretionary account:

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Stocks

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Municipal or corporate bonds

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Derivatives (e.g., options, futures)

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Closed-ends funds

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Exchanged Traded Products (e.g., ETFs, ETNs)

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Hedge funds

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REITs

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Morningstar restricted stock units (net units) at the time the units vest

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Exercised stock options

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Private placements

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Open-end mutual funds for which the RIA acts as an investment adviser or sub-adviser (A current list of these funds is included in the Document Library of the compliance reporting system.)

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Collective investment trusts in which the RIA is an investment adviser or sub-adviser to (A current list of these funds is included in the Document Library of the compliance reporting system.)

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Reportable securities do not include:

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Direct obligations of the U.S. government (e.g., U.S. Treasury Bonds)

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Cash and money market instruments such as bank certificates of deposit, commercial paper, and high-quality short-term debt instruments (i.e., an instrument having a maturity of less than 366 days and rated in one of the highest two rating categories by a NRSRO)

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Shares in open-end mutual funds, including money market funds (except for those in which the RIA is an investment adviser or sub-adviser)

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Units in a unit investment trust (except for those in which the RIA is an investment adviser or sub-adviser) which includes separate accounts supporting an insurance company’s variable insurance contracts, like for example a variable annuity

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Units in a collective investment trust (except for those in which the RIA is an investment adviser or sub-adviser)

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Unvested restricted stock units of Morningstar, Inc. stock

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Unexercised stock options of Morningstar, Inc. stock

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529 Plan securities

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Beneficial ownership is where an access person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction.

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Generally, this includes reportable securities owned by immediate family members residing in your home (e.g., a reportable security held in an account that is under your spouse or partner’s name), investment club accounts, or other accounts where you have the ability to influence trading decisions.

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Transactions include the purchase, sale, donation, or other related activities involving shares of a security or investment product. Certain purchases or sales listed below that are not directed by the access person at the time of execution are exempt from the definition of a transaction:

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Dividends or capital gains reinvestments made as part of an automatic reinvestment plan.

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Regular periodic purchases or withdrawals made automatically in accordance with a previously established predetermined schedule and allocation (an “automatic investment plan”).

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An access person’s immediate family consists of his/her spouse or live-in partner, each member of the access person’s household, and any other person or entity whose investment activity could reasonably be attributed to the access person.

Policy

It is the policy of the RIAs that all Supervised Persons are considered access persons.

It is the policy of the RIAs for access persons to report to the Compliance team holdings and transactions in reportable securities.

It is the policy of the RIAs that access persons obtain written approval from the Chief Compliance Officer, or their designee, prior to participating in an initial public offering (“IPO”) or investing in a private placement (which includes hedge funds.)

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Electronic requests to the Chief Compliance Officer or their designee for IPO or private placement transactions are to be made through the compliance reporting system.

It is the policy of the RIAs that access persons are prohibited from executing a transaction in a company’s securities when it is listed on the Restricted Stock for All Equity Analysts and MIM US list (“Restricted List”). The Restricted List is continuously updated in real time and is available on the Pond on the Toolkit tab, under the Legal/Compliance section, by clicking the link for “Restricted Stock for All Equity Analysts and MIM US”. Employees must be logged into Morningstar’s VPN to access the list.

It is the policy of the RIAs that access persons with advanced knowledge of an upcoming or likely transaction directed by the RIAs in an equity or ETF security are prohibited from directing or influencing any transaction in that company’s securities (including options) in any beneficially owned accounts from the time the access person is made aware of the transaction until a reasonable period of time (e.g., 48 hours) has passed after the RIA has placed the trade for all its Clients.

Responsibility

Access Persons (i.e., all Supervised Persons) are responsible for complying with the following reporting requirements:

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Initial Report—Within ten calendar days of becoming an access person, provide an inventory of all reportable securities that the access person has a beneficial ownership in. The inventory of reportable securities must be current within 45 days of becoming an access person.

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Quarterly Report —Within 30 calendar days after a calendar quarter end, or such earlier date as may be specified by the Compliance team, each access person is responsible for ensuring all transactions in reportable securities made during the prior calendar quarter are reflected in the compliance reporting system.

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For the avoidance of doubt, purchases and sales made in connection with the initiation, modification, or termination an automatic investment plan are required to be reported on the Quarterly Report. Only predetermined periodic purchases and sales made as part of an established automatic investment plan are excluded from the definition of a transaction.

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Annual Report—Within 30 calendar days after the calendar year-end, or such earlier date as may be specified by the Compliance team, each access person is responsible for ensuring holdings reflected within the compliance reporting system is an accurate and complete listing of all reportable securities in which he or she has a beneficial ownership as of the calendar year-end.

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For the avoidance of doubt, access persons are required to update their holdings in all reportable securities, including those holdings that are part of an automatic dividend or capital gain reinvestment plan or an automatic investment plan.

The Compliance Department has the right to request from a Supervised Person duplicate trade confirmations or account statements for a given period.

It is the responsibility of access persons to obtain written approval from the Chief Compliance Officer or their designee prior to participating in an IPO or investing in a private placement (which includes hedge funds).

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Such pre-approval can be sought by completing the “Trading” form in the compliance reporting system. This form requires certain information including, but not limited to:

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Name of the issuer/security.

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Amount intended to be invested.

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Brief explanation of how you came about this opportunity.

It is the responsibility of access persons and their immediate family members to not execute transactions in any security contained on the Restricted Stocks for Analysts.

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In this context, “transact in any security” includes equity or debt securities and applies to each security that derives its value from a security issued by the company, such as puts, calls, or other derivatives (without regard to the issuer of the put, call, or other derivative.)

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Access persons are responsible for checking the Restricted Stocks for Analysts prior to making a transaction and are also responsible for checking the Restricted Stocks for Analysts on behalf of their immediate family members.

For the avoidance of doubt, access persons and their immediate family members are not responsible for trades made in securities contained on the Restricted Stocks for Analysts if they have no control or influence over those trades (e.g., for trades made by an investment adviser with discretionary authority over the account). The compliance team may require an access person to certify they had no control or influence over such trades.

Violations

Violations of this section are handled by the Compliance team and appropriate Senior Management (if applicable) on a case-by-case basis. The type, severity, and frequency of violations are all considered when determining a proper course of action. Those determined to be “material” include intentional, serious, and/or repeated violations where the access person knew or should have known his or her activity was in breach of the RIA’s Code of Ethics.

In general,

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The first material violation will include a written notification to the Supervised Person along with a requirement that they re-read the Code of Ethics.

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A second material violation will include written notification to the Supervised Person of the violation, a requirement to re-read the Code of Ethics, and any additional requirements or conditions deemed appropriate on the Supervised Persons personal trading.

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Any subsequent material violations will be handled in accordance with the severity of the violations as determined by Senior Management or the Compliance team and may include preclearance of any personal trade by the Supervised Person including their immediate family going forward, disgorgement of any profits, recording of the violations in the Supervised Persons employment records (e.g., performance evaluations) and/or outright prohibition of personal investing by the Supervised Person.

Insider Trading

Background

Investment advisers may have access to material information that has not been publicly disseminated. To combat misuse of this information by advisers, their employees, or affiliates, through insider trading or otherwise, Congress added Section 204A to the Advisers Act, requiring an investment adviser to adopt policies and procedures to preserve the confidentiality of information and prevent possible insider trading.

The term “insider trading” is generally considered to include both the use of material, nonpublic information to trade securities and the communication of material, nonpublic information to others.

Also,

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information is material if there is a substantial likelihood a reasonable investor would consider the information important in making an investment decision.

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Positive or negative information may be material.

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Material information is not limited to historical facts, it may also include future events, projections, or forecasts.

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Information is nonpublic if it has not been disseminated in a manner making it available to investors generally and investors have had an opportunity to absorb the information.

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As a rule, information is not considered public until it is considered absorbed and evaluated by the investment market after completion of the second trading day after the information is released to the public.

●

The SEC’s historical position is that the term material nonpublic information relates not only to issues but also to the adviser’s investment recommendations and client securities holdings and transactions.

“Awareness” Standard

An employee will be liable for securities bought or sold while being “aware” of inside information, except if the employee (1) can demonstrate that before becoming aware of the inside information, he or she entered into a binding contract to trade that security, (2) provided instructions to a broker or a financial adviser to execute a trade before becoming aware of inside information, or (3) adopted, and had previously adhered to, a written plan specifying purchases or sales of a security prior to becoming aware of inside information

Policy

It is the policy of the RIAs to strictly prohibit Supervised Persons from trading securities while in possession of material, nonpublic information.

It is the policy of the RIAs to strictly prohibit Supervised Persons from communicating material, nonpublic information to others who are not Supervised Persons. Exceptions to this include communications with the Chief Compliance Officer, Compliance team, and/or Morningstar, Inc.’s Legal team.

Responsibility

It is the responsibility of Supervised Persons to not trade in a security of a company while in possession of material, nonpublic information about that company.

It is the responsibility of Supervised Persons to not communicate material, nonpublic information to persons who are not Supervised Persons, with the exception of the Chief Compliance Officer, the Compliance team, and/or Morningstar, Inc.’s Legal team.

It is the responsibility of Supervised Persons to immediately notify his/her manager and the Compliance team if they are in receipt of non-RIA material, non-public information.

Outside Activities

Policy

It is the RIAs’ policy for its Supervised Persons not to engage in outside activities that present a real or perceived conflict of interest.

Responsibility

It is the responsibility of the Supervised Person to obtain written approval from the Compliance team before engaging in any outside activity that involves (1) a Client or (2) having discretion to invest and/or participate in investment decisions, or related investment matters whether compensated for the activity or not. Supervised Persons that are subject to other self-regulatory organization regulations (e.g., FINRA) should also refer to those policy manuals (e.g., Written Supervisory Procedures – Broker Operations for Morningstar Investment Services LLC) to determine if they must disclose additional outside activities.

For the avoidance of doubt,

●

Outside activity is any activity that is not part of a Supervised Person’s assigned duties or a Morningstar sponsored activity.

●

Involvement in social, religious, educational, charitable, civic or fraternal organizations that do not involve the Supervised Person being involved in the organization’s investment matters does not require written approval from the Compliance team.

●

Obtaining general counsel’s approval under the Morningstar, Inc. Code of Ethics for an outside activity does not take the place of obtaining compliance’s approval under this Compliance Manual’s policies and procedures, and vice versa.

Written approval from the Compliance team may be requested using the Outside Activity form of the compliance reporting system.

Confidential Information

Policy

It is the policy of the RIAs for Supervised Persons not to disclose confidential information concerning the RIAs, Morningstar, Inc., or Morningstar, Inc.’s affiliates (“Morningstar Family of Companies”) to anyone outside of Morningstar, Inc. and its subsidiaries without the prior approval of the RIA’s Chief Compliance Officer or Compliance team.

Responsibility

Supervised Persons are responsible for protecting the confidential information of Morningstar’s Family of Companies.

●

Supervised Persons may disclose, after publication, information contained within Morningstar, Inc.’s 10-Q, 10-K, or 8-K.

●

Any request for information that is not generally released in the normal course of business should be referred to the Chief Compliance Officer for determination as to whether such request will be fulfilled.

Requests from or Visits by Regulatory Authorities

Policy

It is the RIAs’ policy that all contacts, inquiries, or requests—written or oral—for information or documents by governmental or self-regulatory authorities (e.g., SEC, DOL, FINRA, state regulatory agencies), are to be reported immediately to the Chief Compliance Officer.

●

In the case of telephone requests, the Supervised Person receiving the request should obtain the name, agency, address, and telephone number of the representative making such request.

Responsibility

All Supervised Persons are responsible for reporting any regulatory inquiries to the Chief Compliance Officer.

Subpoenas or Other Legal Process

Policy

It is the RIAs’ policy that only officers of a RIA may accept a subpoena or other legal process related to the RIA.

●

If service is attempted upon a non-officer Supervised Person, he or she must immediately contact the Chief Compliance Officer.

Responsibility

All Supervised Persons are responsible for adhering to the policy described above.

Reporting Violations

Background

Rule 204a-1 of the Advisers Act requires all Supervised Persons (e.g., employees of an investment adviser) to report promptly any violations of the firm’s Code of Ethics that occurred or are about to occur, violations should be reported either to the compliance department or to a third party designated by the firm.

In addition, the Dodd-Frank Act contains provisions with respect to whistleblowers who report fraudulent activities at financial services firms. Section 922 of the Dodd-Frank Act provides that the SEC will pay awards to eligible whistleblowers that voluntarily provide the SEC with original information that leads to a successful enforcement action yielding monetary sanctions of over $1 million. An “eligible whistleblower” is someone who possesses a reasonable belief that the information he or she is providing relates to a securities law violation that has occurred, is ongoing, or is about to occur, and who provides that information as required under Section 21F(h)(1)(A) of the Securities Exchange Act of 1934. The Dodd-Frank Act also expressly prohibits retaliation by employers against whistleblowers and provides them with a private cause of action in the event that they are discharged or discriminated against by their employers in violation of the Dodd-Frank Act.

Policy

It is the policy of the RIAs for Supervised Persons to alert the Chief Compliance Officer immediately of any actual or suspected violations of applicable securities laws, Code of Ethics, or any other suspected wrongdoings.

●

The Compliance team will, to the extent reasonably possible, keep confidential (1) the identity of the reporting employee, (2) the information provided, and (3) any subsequent discussions or actions in response to the reporting employee’s notification. In the course of any investigation, however, the Compliance team may find it necessary to share information with others on a “need to know” basis.

It is the policy of the RIAs to prohibit any form of intimidation or retaliation against any Supervised Person that brings any actual or potential violations of applicable securities laws, Code of Ethics, or suspected wrongdoings to the attention of a Compliance team member or to the SEC directly under its whistleblowing program.

Responsibility

All Supervised Persons are responsible for alerting the Chief Compliance Officer immediately upon becoming aware that a RIA or any of its officers, employees, Outsourced Persons, or agents (e.g., solicitors) has committed or is about to commit a:

●

violation of any applicable securities laws;

●

breach in the RIA’s fiduciary duty arising under any federal or state laws;

●

violation of any federal or state law;

●

Code of Ethics violation; or

●

An act of wrongdoing such as, but not limited to, bribery, theft, falsifying documents, destroying/deleting documents or lying to regulators.

●

Such notification should be in writing and include documentation supporting the evidence of the violation.

●

In lieu of notifying the Chief Compliance Officer directly, notifications can be sent using the Global Compliance website (www.integrity-helpline.com/morn.jsp) or by calling 1-800-555- 8316.

●

Although Supervised Persons are encouraged to report violations as outlined above, Dodd Frank does not include a requirement that violations be reported internally prior to reporting such violations to the SEC.

Supervised Persons are prohibited from intimidating or retaliating against a fellow employee who has reported to the Chief Compliance Officer or the SEC directly evidence of a material violation of applicable securities laws, Code of Ethics, or any other suspected wrongdoing that occurred or is about to occur.

●

The manager of the Supervised Person who reported the improper activities will monitor to ensure that the employee is not retaliated against due to his or her reporting of the improper activities.

●

Managers are responsible for periodically communicating to their direct reports the firm’s prohibition from intimidating or retaliating against an employee who alerted the Chief Compliance Officer or the SEC directly regarding potential violations.

Exhibit (p)(vii)

Diamond Hill Capital Management, Inc.

Diamond Hill Funds

Code of Ethics

Statement of General Principles

The Diamond Hill Funds (the “Funds”), and Diamond Hill Capital Management, Inc. (“Diamond Hill”), the Funds’ investment adviser, have adopted this Code of Ethics (the “Code”) for the purpose of instructing all Affiliated Persons of their ethical obligations and to provide policies and procedures related to the following three areas:

Personal securities transactions

Gifts and entertainment

Outside business activities and family member relationships

It is intended to comply with the provisions of Rule 17j-1 of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Capitalized terms are defined throughout and in the Appendix.

The Funds’ officers and trustees owe a fiduciary duty to the Funds and their shareholders. In addition, Diamond Hill’s employees, officers, and directors owe a fiduciary duty to its investment advisory clients (“Client”) in addition to the Funds and their shareholders. A fiduciary duty means a duty of loyalty, fairness, and good faith, and the obligation to adhere not only to the specific provisions of this Code but to the general principles that guide the Code and to other applicable provisions of the federal securities laws. These general principles are:

•

The duty to govern, which is the obligation imposed on trustees to manage the business affairs of the Funds;

•

The duty of diligence, which is the standard of care to which Affiliated Persons are expected to adhere when performing the duties of their positions;

•

The duty of loyalty to the Funds and Clients, which requires Affiliated Persons to avoid any conflict of interest or self-dealing, and bars them from taking advantage of a business opportunity that comes to their attention only by virtue of their positions;

•

The requirement that the interest of Funds’ shareholders and Clients must be placed before the interests of Affiliated Persons at all times;

•

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

•

The requirement that all Affiliated Persons comply with applicable federal securities laws;

•

The requirement that all Affiliated Persons fully disclose all potential conflicts of interest; and

•

The fundamental standard that such Affiliated Persons should not take inappropriate advantage of their positions.

It is imperative that the personal trading activities of the Affiliated Persons, be conducted with the highest regard for these general principles to avoid any possible conflict of interest, any appearance of a conflict, or activities that could lead to disciplinary action. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code. All personal securities transactions of Diamond Hill’s employees must also comply with Diamond Hill Investment Group, Inc.’s


Code of Ethics
Last Amended: February 28, 2020

Insider Trading Policy and Procedures. In addition, all personal securities transactions must comply with Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Advisers Act. Under these rules, no Affiliated Person may:

•

employ any device, scheme, or artifice to defraud a Fund, its shareholders, or Client;

•

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

•

engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund, its shareholders, or Client; or

•

engage in any manipulative practice with respect to a Fund, its shareholders, or Client.

Additional General Principles, Requirements, and Restrictions

•

Affiliated Persons shall comply at all times with all applicable federal securities laws. Federal securities laws mean the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, the Advisers Act, ERISA, Title V of the Gramm-Leach-Bliley Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, the JOBS Act of 2012, any rules adopted by the Securities & Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities & Exchange Commission or the Department of the Treasury.

•

Affiliated Persons shall at all times safeguard client information, maintain the confidentiality of client identities, security holdings, security transactions, financial circumstances and other confidential information. Affiliated Persons are prohibited from taking any Confidential Information when leaving their employment with Diamond Hill or their affiliation with the Funds, and are prohibited from using or disclosing such Confidential Information for their own benefit or for the benefit of others including any new employer or prospective new employer.

•

Employees are prohibited from serving on the boards of directors of publicly traded companies, without the written pre-approval of the CCO. The consideration of pre-approval will be based upon a determination that the board service will be consistent with the interests of the Funds or Client. In the event that board service is authorized, Employees serving as directors will be isolated from other Employees making investment decisions with respect to the securities of the company in question.

•

Affiliated Persons shall report any violations of this Code promptly to the CCO.

Section 1: Personal Investment Policies

Mutual Funds – 90 Day Holding Period

To align Employees’ interest with those of the Funds and their shareholders, all Employees are encouraged to own shares of the Funds. Employees owning shares of the Funds are required to do so for a minimum of 90 days. This includes shares held in all Employee Accounts, including any employer-sponsored retirement plans and any deferred compensation plans of Diamond Hill that may be offered from time to time. The 90-day holding period is measured on a Last-In-First-Out (LIFO) basis and shall be inclusive of all Employee Accounts. For example, if an Employee purchases shares of a fund in her IRA, she is prohibited from selling shares of the same fund in her IRA or any of her other accounts during the 90-day holding period. Shares purchased as part of a systematic investment program are not subject to the 90-day holding period. In addition to the Funds, the 90-day holding period applies to any non-Diamond Hill open-end mutual funds purchased by the Employee, other than money market funds and ETFs.


Code of Ethics
Last Amended: February 28, 2020		Page 2

Exempt Securities

The following securities are allowed to be purchased and held, and are exempt from any reporting under this Code:

•

securities issued by the United States Government (US Treasury Securities)

•

bankers’ acceptances or bank certificates of deposit

•

commercial paper

•

high quality short-term debt instruments, including repurchase agreements

•

shares issued by a money market fund

•

shares of unaffiliated registered open-end investment companies that are acquired through participation in a 529 Plan

•

Virtual Currencies or Cryptocurrencies, such as Bitcoin, are not currently considered Securities and therefore, direct investment in these currencies are expressly exempt from this Code and do not need to be precleared or reported.¹

Exempt Transactions

The following transactions are permitted and exempt from any transaction level reporting under this Code. Transactions which are:

•

effected in an account or in a manner over which the Employee has no direct or indirect influence or control

•

pursuant to a systematic dividend reinvestment plan

•

in connection with the exercise or sale of rights to purchase additional securities from an issuer and granted by such issuer pro-rata to all holders of a class of its securities

•

in connection with the call by the issuer of a preferred stock or bond

•

pursuant to the exercise by a second party of a put or call option

•

closing transactions no more than five business days prior to the expiration of a related put or call option

Prohibited Securities

Employees may not purchase any of the following securities unless granted pre-approval by the CCO:

•

U.S. and non-U.S. equities (excluding Diamond Hill Investment Group, Inc.), which include American depository receipts (ADRs), real estate investment trusts (REITs), master limited partnerships, and business development corporations

•

U.S. and non-U.S. taxable fixed income securities

•

Puts, calls, futures, or any other derivative on U.S. and non-U.S. equity and taxable fixed income securities

•

Initial Coin Offerings, Virtual Tokens Offerings, Virtual Coin Offerings, or derivatives on any of these

•

Open-end or closed-end mutual funds, including exchange traded funds (ETFs) and variable annuities that are in any one of the following Morningstar Categories:

Small Value

Mid-Cap Value

Large Value

¹ Indirect investment in Bitcoin, or other virtual or cryptocurrencies, through a publicly tradable security, including a Statutory Trust traded over the counter (OTC), is permitted but must be disclosed under Section 2 of this Code.


Code of Ethics
Last Amended: February 28, 2020		Page 3

Long-Short Equity

World Large Stock

Foreign Large Value

Short-Term Bond

Intermediate Core Bond

High Yield Bond

•

The following investments are permitted, and expressly excluded from the above prohibitions:

the Funds

other registered investment companies in which Diamond Hill serves as the adviser or sub-adviser

funds offered through Diamond Hill’s or a defined family member’s employer sponsored retirement plan (“Plan”) as long as the purchase of such funds are made within the respective Plan.

funds consisting exclusively of exempt securities

If pre-approval is granted, any transactions executed are still subject to the restrictions outlined in the Executing Security Transactions sub-section below.

Executing Security Transactions

Employees may purchase an allowable Security or sell a Prohibited Security that was owned either prior to employment by Diamond Hill or prior to the adoption of this revised Code subject to the following provisions.

Employees may not execute a Security Transaction within seven (7) calendar days before or after a transaction in the same Security or a Related Security has been executed on behalf of a Fund or Client. This prohibition does not apply to a sale (or cumulative sales on a given trading day) of an individual security under the following circumstances:

if the total sale proceeds is less than $50,000 and

the security has a market capitalization in excess of $1 billion.

If the CCO determines that an Employee has violated this prohibition, the transaction must be unwound. If it is not possible or practical to unwind the transaction, and the Employee received a more favorable price than a Fund, then, the Employee must disgorge to the Fund the value received due to the favorable price differential. For example, if the Employee sold 100 shares at $11 per share, and the Fund sold 1000 shares at $10 per share, the Employee will pay $100 (100 shares x $1 differential) to the Fund. If only a Client account is affected, the Employee may pay the differential ($100 in this example) to a selected charity of his or her choice at the discretion of the CCO.

Private Placements

Any purchase of a private placement security must be pre-approved by the CCO. In connection with a private placement acquisition, the CCO will take into account, among other factors, whether the investment opportunity should be reserved for a Fund or Client, whether the opportunity is being offered to the Employee by virtue of the Employee’s position with the Funds or Diamond Hill, and whether the investment opportunity is consistent with the overall spirit of the Code. The CCO shall retain a record of any such pre-approval. If authorized, Employees must disclose any subsequent investment in the same issuer if and when that occurs. To avoid a conflict of interest, any decision to purchase securities of the same issuer on behalf of a Fund or Client will be independently reviewed by Diamond Hill personnel who have no personal interest in the issuer.


Code of Ethics
Last Amended: February 28, 2020		Page 4

Initial Public Offering (“IPO”)

Employees are prohibited from acquiring any Securities in an IPO. This restriction is imposed in order to preclude any possibility of an Employee profiting improperly from her position with the Funds or Diamond Hill.

New Brokerage Accounts

All new Employee brokerage accounts must be opened at Charles Schwab unless an exception is pre-approved by the CCO. Any existing brokerage accounts are “grandfathered” and do not need to be moved to Schwab.

Section 2: Personal Investment Disclosure and Affirmation Procedures

New Employees

Within ten (10) days of becoming an Employee, each new Employee must:

Certify that he or she has received, read, and understands this Code and acknowledge that he or she is subject to it.

Disclose a holdings report containing the following information dated within 45 days of becoming an Employee:

the title, type of security, ticker symbol or CUSIP (if applicable), number of shares or principal amount of each Security, other than Exempt Securities, in which the Employee had any direct or indirect beneficial ownership when the person became an Employee;

the name of the broker, dealer, bank, or other financial institution (“Broker”) where any Security is held for the direct or indirect benefit of the Employee as of the date the person became an Employee; and

the date that the report is submitted by the Employee.

All Employees

At least once in each 12-month period (generally as of December 31 of each year), each Employee must certify that he or she has read and understands this Code and recognizes that he or she is subject to it, and must disclose to the CCO security holdings containing the following information current as of a date within 45 days of the date submitted:

the name of the Broker where any Security is held for the direct or indirect benefit of the Employee; and

the date that the report is submitted by the Employee.

Duplicate Statements and Confirmations

All Employees must provide copies of all trade confirmations and periodic account statements to the CCO, or provide electronic access to their Employee Account records. Electronic access is granted to the CCO via a secure network which provides data feeds for security transactions and account holdings. Security transactions in Employee Accounts that have not been granted electronic access must be manually recorded in the secure network.


Code of Ethics
Last Amended: February 28, 2020		Page 5

Each Employee must disclose, no later than thirty (30) calendar days after the close of each calendar quarter all transactions in which the Employee acquired or disposed of any direct or indirect Beneficial Interest in a Security, excluding Exempt Securities. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which the Employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

The date of the transaction, the price at which the transaction was effected, the title and as applicable the ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

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

The name of the broker/dealer with or through which the transaction was effected;

The date the Employee submits the report.

An affirmation request will be sent to all Employees quarterly through Schwab Compliance Technologies showing all transactions that have been received or entered requiring employee attestation. In addition, Employees must certify that he or she has reported all transactions required to be disclosed pursuant to the requirements of this Code.

Exceptions to the Transaction Reporting

Transactions in employer-sponsored retirement plans are excluded from above quarterly transaction reporting requirement so long as the retirement plan only offers a fixed menu of open-end mutual funds or other pooled vehicles (CITs, etc.) and does not offer any mutual funds advised or sub-advised by Diamond Hill. If the employer-sponsored retirement plan offers an open brokerage option which allows the participant to purchase a wide range of securities including individual equity securities, then the transaction reporting requirements listed above will apply.

Roommate Disclosure

All Employees must disclose if they live in the same household with a non-spouse adult (“Roommate”). New employees must report this within ten (10) days of becoming an Employee and existing Employees must report within ten (10) days after they begin an arrangement of living in the same household with a Roommate. All Employees living with a Roommate must also affirm annually the following:

that they have not and will not disclose information to their Roommate about any security transactions executed or under consideration for execution on behalf of the Funds or a Client,

that they are not aware of any inadvertent disclosure to their Roommate of security transactions described above, and

if they are aware of any security transactions executed by their Roommate as a result of intentional or inadvertent disclosure of security transactions described above, that they will immediately report it to the CCO.

Provisions for Disinterested Trustees

While Disinterested Trustees of the Funds are subject at all times to the fiduciary obligations described in this Code and the 90 day holding period related to the Funds, the remainder of the Personal Investment Policies and Disclosure and Affirmation Procedures of this Code apply to Disinterested Trustees only if they involve the purchase or sale of a Security and the Disinterested Trustee in the ordinary course of fulfilling the duties of that position, and not through public disclosure, knew or should have known, that during the fifteen days immediately preceding or after the date of their transaction that the same Security or a Related Security was or was to be purchased or sold for a Fund or that such purchase or sale for a Fund was being considered, in which case such Sections apply only to such transaction.


Code of Ethics
Last Amended: February 28, 2020		Page 6

CCO Monitoring and Reporting Procedures

The CCO, or their delegate, will review all trade confirmations or transaction data feeds provided by Brokers no less frequently than quarterly, to determine whether any violations of this Code occurred. The Employee’s annual disclosure of Securities holdings will be reviewed by the CCO, or their delegate, for compliance with this Code, and to identify any trading patterns that may be inconsistent with this Code. In the case of the CCO covered under this Code, the CCO’s direct manager will perform the same monitoring and review described above.

At least annually, the CCO will report to the Funds’ board of trustees regarding existing procedures and any changes in the procedures made during the past year. The CCO will also certify to the Funds’ board of trustees that the Funds and Diamond Hill have adopted procedures reasonably necessary to prevent Employees from violating this Code. The report will identify any violations of this Code, any significant remedial action during the past year, and any recommended procedural or substantive changes to this Code based on the CCO’s experience under this Code, evolving industry practices, or legal developments.

The CCO will inform the Employees of their reporting obligations, supply a copy of the Code, and receive from Employees an acknowledgement of their receipt of this Code. The CCO will cause the Funds and Diamond Hill to maintain records in the manner and to the extent set out in Rule 17j-1(f) of the 1940 Act and 204A-1 of the Advisers Act.

Section 3: Gifts and Entertainment

As fiduciaries to our Clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. Diamond Hill recognizes that the establishment and maintenance of strong relationships with clients, vendors, intermediaries and consultants is integral to the firm’s ability to provide effective investment management services. Diamond Hill further recognizes that routine business lunches or dinners or attendance at cultural or sporting events are good mechanisms for building and maintaining these relationships. As such, this policy is to encourage business entertainment provided it is neither so frequent nor excessive as to raise any question of propriety and it is not preconditioned on achievement of any business activity or other incentives.

This business gift and entertainment section applies to Diamond Hill employees and their Family Members. It does not apply to personal gifts or entertainment that an employee may receive from or give to friends or acquaintances who happen to work in the financial services industry, as long as the gift or entertainment is based on you or your Family Member’s personal relationship and is not made in connection with your employment at Diamond Hill.

Some Diamond Hill employees hold active securities registrations (such as a Series 6 or Series 7) through Foreside Financial Services, LLC (“Foreside”). Those employees are subject to policies and procedures adopted by Foreside to ensure compliance with applicable FINRA Conduct Rules. In the event that Foreside policies and procedures concerning gifts and entertainment are more stringent than those outlined in the Code, the Foreside policies and procedures will take precedence.

Employees are expressly prohibited from using their position at Diamond Hill to solicit gifts or entertainment from clients, vendors, prospective vendors, service providers, prospective service providers, intermediaries, or consultants.


Code of Ethics
Last Amended: February 28, 2020		Page 7

Accepting Gifts

Employees and their Family Members may only accept gifts with an approximate value of $100 or less per calendar year from a single source. You may not accept a gift of cash, gift cards, gift certificates, or anything else that is usable as cash, regardless of the amount. Any gift received must be disclosed at the time of receipt within Schwab Compliance Technologies. Logoed or branded promotional items of a de minimis value (i.e. less than $25) are exempt from the $100 limit and do not need to be disclosed as a gift received. If you receive a gift that exceeds the limitation of this policy, you must still disclose it in Schwab Compliance Technologies and either return it to the sender or donate it to charity. Gifts from one employee to another employee are permitted and excluded from this policy.


Code of Ethics
Last Amended: February 28, 2020		Page 8

Accepting Business Meals

Employees may accept business meals as long as neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a Broker/Dealer or Research Provider, please refer to the Gifts, Meals, and Entertainment from Broker/Dealers and Research Providers section below.

Accepting Entertainment Opportunities

Diamond Hill recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, Broker/Dealers, Research Providers, vendors, and companies in which we may invest Client assets, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:

•

A representative of the hosting organization must be present.

•

The primary purpose of the event must be to discuss business or to build a business relationship.

•

If the host is a Broker/Dealer or Research Provider, the host must be reimbursed for the full cost of the entertainment opportunity. Please note that even if you or Diamond Hill reimburses the full cost of the entertainment opportunity, you may attend the event only if the host is present. Whenever possible, you should arrange for any required reimbursement prior to attending an entertainment event.

•

The entertainment opportunity should not be considered extravagant or excessive.

Lodging and Air Travel

Employees may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost.

Soliciting Gifts, Entertainment Opportunities, or Contributions

In your capacity as an employee of Diamond Hill, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest Client assets.

Giving Gifts

Employees may not give any gift valued at more than $100 to any individual per calendar year. Employees must receive pre-approval prior to giving any gift. Such pre-approval should be requested through Schwab Compliance Technologies. Any Diamond Hill logoed or branded promotional items of a de minimis value (i.e. less than $25) are exempt from the $100 limit and do not need to be pre-approved or disclosed. Any Diamond Hill logoed or branded promotional item of $25 or more should continue to be pre-approved prior to giving the gift. Diamond Hill employees should be familiar with any potential gift restrictions of clients, intermediaries, or prospective clients before giving any gift.

Giving Meals and Entertainment

Diamond Hill employees may not provide extravagant, excessive, or frequent meals or entertainment to any client, prospective client, intermediary, consultant, or other person or organization providing services to, or seeking to do business with or on behalf of Diamond Hill. Providing meals and/or entertainment that is infrequent, reasonable, and customary under the circumstances is permitted. The Diamond Hill employee providing the meal and/or entertainment must be present at the event. If the Diamond Hill employee is not present, the meal or entertainment will be considered a gift subject to the $100 limit.


Code of Ethics
Last Amended: February 28, 2020		Page 9

Gifts, Meals, and Entertainment from Broker/Dealers and Research Providers

Notwithstanding the above policies, Diamond Hill employees and their Family Members are prohibited from accepting from any Broker/Dealer or Research Provider any compensation, including gifts and entertainment, for the purchase or sale of any security and other portfolio holdings, to or from any client account, including the Funds.

•

This prohibition of accepting gifts and entertainment from Broker/Dealers and Research Providers includes, but is not limited to, gifts, meals, concerts, sporting events, cocktail events, golf outings, and other similar events or performances. If a Diamond Hill employee or their Family Member receive a gift from a Broker/Dealer or Research Provider, you should disclose the receipt of the gift in Schwab Compliance Technologies and either return the gift to sender or donate the gift to charity.

•

Excluded from this prohibition are logoed or branded promotional items of de minimis value (i.e., less than $25).

•

Excluded from this prohibition are modest refreshments, including breakfast or lunch, brought into a meeting site during a working meeting or provided at an educational seminar or conference sponsored by a Broker/Dealer or Research Provider.

•

Employees may attend business meals and entertainment events with Broker/Dealers or Research Providers that otherwise may be prohibited provided that they or Diamond Hill pay the proportional cost of their meal or entertainment event. If the opportunity to pay the proportional cost of a meal does not present itself, then the employee should report the circumstance to the CCO who will determine the appropriate resolution.

Gifts and Entertainment to Government Affiliated Persons.

In addition to the restrictions noted above, no gift, meal, entertainment or any other item of value may be given, directly or indirectly, to any government affiliated person unless the giving of such thing of value is pre-approved by the CCO. A “government affiliated person” includes, but is not limited to, any person (including such person’s spouse or other Family Member) affiliated with a governmental plan or a governmental entity, at any jurisdictional level. “Item of value” is very broadly defined and includes, but is not limited to, logo/promotional items, meals (regardless of setting), drinks, business entertainment events, and tickets to any type of event. As indicated above this restriction does not apply to personal gifts or entertainment that an employee may give to friends or acquaintances who happen to work for a governmental entity, provided the gift or entertainment is based on you or your Family Member’s personal relationship and is not made in connection with the employee’s employment at Diamond Hill.

Section 4: Outside Business Activities and Family Member Disclosure

To properly identify, manage, and mitigate potential conflicts of interest, it is necessary for Diamond Hill to identify its employees’ outside business activities and family member relationships that may present a potential conflict of interest.

Outside Business Activity

An Outside Business Activity is any activity in which an employee of Diamond Hill receives income or wages (other than passive investment income), or has a reasonable expectation of receiving income or wages for certain activities he or she performs or engages in. An Outside Business Activity could also include unpaid services such as serving on the board (or advisory board) or in a management capacity of an academic institution, charitable organization, or other non-profit, where the employee may be involved in governance activities including the hiring of vendors, money managers, or oversight (directly or indirectly) of financial or investment accounts of the organization. Routine volunteer activities are not considered an Outside Business Activity.


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Last Amended: February 28, 2020		Page 10

Family Member Relationships

A Family Member Relationship must be disclosed when a Family Member or other close relative’s employment, board membership, political position, or other activity could create a potential conflict (or the appearance of a conflict) with Diamond Hill, its Clients, or the Funds. The following are examples of Family Member Relationships that should be disclosed:

•

your spouse is employed at a firm that Diamond Hill or the Funds do business with,

•

your uncle works in the C-Suite or other senior position of a publicly traded company (where he may frequently be in possession of material non-public information),

•

your father-in-law works on the sell side trade desk at Goldman Sachs,

•

your child is a research analyst at Stifel Nicolaus,

•

your close cousin is a trustee for a city retirement plan, or

•

your sibling serves on the board of trustees of a university or other non-profit.

Policy

All Diamond Hill employees must disclose any Outside Business Activities or Family Member Relationships, such as those described above, that may present a potential conflict, an actual conflict, or the appearance of a conflict of interest with Diamond Hill, its Clients, or the Funds. To mitigate potential conflicts of interest, Diamond Hill may impose specific conditions or limitations on an employee’s Outside Business Activity or where circumstances warrant, prohibit the activity outright.

Disclosure Procedure

Within ten (10) days of becoming a Diamond Hill employee, each new employee must disclose any Outside Business Activities or Family Member Relationships via Schwab Compliance Technologies. In addition, all employees have a continual ongoing obligation to promptly disclose any new Outside Business Activity or Family Member Relationship. Notwithstanding this continual disclosure obligation, all employees will be required to review and confirm their disclosed Outside Business Activities and Family Member Relationships on an annual basis.

The CCO or his delegate will monitor and evaluate all employee disclosures to determine if the disclosed activity or relationship could create a conflict of interest with Diamond Hill, its Clients, or the Funds. The CCO will also evaluate the materiality of any conflicts to determine if it rises to the level that

may require additional policies and procedures to mitigate or manage the conflict, and/or

the conflict should be disclosed to Clients or the board of trustees of the Funds.

Section 5: Sanctions

Strict compliance with the provisions of the Code is considered to be a basic provision of employment. Any violation of the Code by an Employee may result in disciplinary action, which may include, but is not limited to unwinding of trades, disgorgement of profits, warning, monetary fine or censure, suspension of personal trading privileges, and suspension or termination of employment. Repeated offenses will likely be subject to additional sanctions of increasing severity.


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Last Amended: February 28, 2020		Page 11

Section 6: Training

On an annual basis, the CCO, or their delegate, will conduct training with Diamond Hill employees to help ensure their compliance with all sections of the Code.


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Last Amended: February 28, 2020		Page 12

APPENDIX - Definitions

Affiliated Persons: an employee, officer or trustee of Diamond Hill Funds or an employee, officer or director of Diamond Hill Capital Management, Inc.

Beneficial Interest: ownership or any benefits of ownership, including the opportunity to directly or indirectly profit or otherwise obtain financial benefits from any interest in a Security.

Broker/Dealer: any person or organization engaged in the business of effecting transactions in securities for the account of others.

Chief Compliance Officers (“CCO”): the CCO for Diamond Hill and the CCO for the Funds, including any such designee(s) of either CCO. For purposes of this Code, references to the CCO shall generally mean the CCO for Diamond Hill; however, either CCO has authority to administer the provisions of the Code.

Confidential Information: includes but is not limited to, 1) any client information that is not already public information, 2) any employee personal, financial, or employment data, 3) any non-public investment research information obtained or derived (data or written), and 4) any other corporate information not already disclosed on the Company’s web site or in other public filings.

Cryptocurrency: any virtual or digital representation of value, token or other asset in which encryption techniques are used to regulate the generation of such assets and to verify the transfer of assets, which is not a Security or otherwise characterized as a security under federal securities laws.

Disinterested Trustees: trustees who are not interested persons of the Funds, as defined in the 1940 Act, as amended, and whose affiliation with the Funds is solely by reason of being a trustee of the Funds.

Employees: the officers of the Funds and the employees, officers and directors of Diamond Hill. The CCO will maintain a current list of all Employees. All employees of Diamond Hill are considered to have access to non-public information regarding a Fund’s purchase or sale of securities and its portfolio holdings, and are therefore considered (“Access Persons”), as that term is defined in Rule 17j-1. Notwithstanding the foregoing, so long as the Funds’ principal underwriter or another company providing services to Diamond Hill or the Funds (“Service Providers”) has adopted a code of ethics which it certifies complies with Rule 17j-1 under the 1940 Act, as amended, the term Employees shall not include any director, officer, partner or employee of the Service Providers who is also an officer of the Funds.

Employee Account: each account in which an Employee or Family Member has any direct or indirect Beneficial Interest or over which such person exercises control or discretion, including but not limited to any joint account, partnership, corporation, trust, or estate. Employee Accounts do not include accounts in which an Employee’s family member exercises investment discretion in a fiduciary capacity for the benefit of others who are not considered family members as defined in this paragraph.

Family Member: includes immediate family members living in the same household and any other relative of the Employee (including in-laws) to whose support an Employee directly or indirectly contributes or who the Employee exercises discretion on securities transactions.


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Last Amended: February 28, 2020		Page 13

Initial Coin Offering: initial coin offerings, virtual tokens offerings, virtual coin offerings (also called ICOs, virtual coins or token sales) are digital assets used by individuals or entities to raise capital. In return a purchaser receives certain rights, ranging from access to a future service once launched to rights to future profits. Virtual coins or tokens are purchased with either traditional currencies or virtual currencies. After they are issued, virtual coins or tokens may be resold to others in a secondary market.

Research Provider: person or organization that provides investment research that may be used in the investment decision making process. They may or may not be a Broker/Dealer.

Security: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

Related Security: securities issued by the same issuer or issuer under common control, or when either security gives the holder any contractual rights with respect to the other security, including options, warrants or other convertible securities.

Securities Transaction: the purchase or sale, or any action to accomplish the purchase or sale, of a Security for an Employee Account. The term Securities Transaction does not include transactions executed by the Adviser for the benefit of unaffiliated persons, such as clients.


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Last Amended: February 28, 2020		Page 14

Exhibit (p)(viii)

CODE OF ETHICS

FIRST PACIFIC ADVISORS, LP

and

FPA FUNDS

CODE OF ETHICS

January 2020

A.	BACKGROUND

First Pacific Advisors, LP (“FPA” or the “Company”) serves as the investment adviser to FPA Funds Trust (the “Trust”), FPA Capital Fund, Inc., FPA New Income, Inc., FPA Paramount Fund, Inc., FPA U.S. Value Fund, Inc., and Source Capital, Inc. (each a “Fund” and collectively with the Trust, the “FPA Funds”). In addition, FPA serves as the investment adviser to certain separately managed accounts, sub-advised mutual funds, and FPA Private Funds (together with the FPA Funds, the “Clients”). This Code of Ethics (“CODE”) is being adopted by the FPA Funds and FPA in compliance with the requirements of Rule 17j-1 under the Investment Company Act of 1940, as amended (the “IC Act”), and Sections 204A and 206 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 204A-1 thereunder, to effectuate the purposes and objectives of those provisions. These provisions make it unlawful for any Employee (as defined below), officer or director of the Funds, the Trust or FPA, in connection with the purchase or sale by such person of a security held or to be acquired by a Client:¹

●

To employ a device, scheme or artifice to defraud the Client;

●

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

●

To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the Client; or

●

To engage in a manipulative practice with respect to the Client.

Each reference herein to “Employee” means:

●

all FPA personnel;

●

certain consultants employed by FPA from time to time, as determined by FPA’s Chief Compliance Officer (the “CCO”); and

¹ A security is deemed to be “held or to be acquired” if within the most recent fifteen (15) calendar days it (i) is or has been held by a Client, or (ii) is being or has been considered by FPA for purchase by the Client.

●

certain of FPA’s temporary workers, as determined from time to time by the CCO, who are hired on a temporary basis, including those employed by a third party, and interns.

This CODE is predicated on the principle that FPA owes a fiduciary duty to its Clients. As a fiduciary, FPA at all times must serve in its Clients’ best interests and comply with all applicable provisions of the Federal Securities Laws (as defined below). FPA’s employees must avoid activities, interests, and relationships that run contrary to the best interests of Clients, whether as a result of a possible conflict of interest, the improper use of confidential information, diversion of an investment opportunity, or other impropriety with respect to dealing with or acting on behalf of a Client. FPA has implemented separate policies and procedures that seek to address the aforementioned potential conflicts, including, but not limited to:

●

INSIDER TRADING

●

TRADE AGGREGATION AND ALLOCATION, BEST EXECUTION, AND SOFT DOLLARS

●

BUSINESS GIFTS AND ENTERTAINMENT

●

OUTSIDE BUSINESS ACTIVITIES

●

POLITICAL CONTRIBUTIONS

This CODE does not attempt to identify all possible conflicts of interest, and literal compliance with each specific provision will not act as a shield from liability for personal trading or other conduct that violates a fiduciary duty to Clients. Although no written code can take the place of personal integrity, the following, in addition to common sense and sound judgment, should serve as a guide to the minimum standards of proper conduct.

B.	REPORTING VIOLATIONS

Improper actions by FPA or its Employees could have severe negative consequences for FPA, its Clients, including investors in its pooled investment vehicles (“Investors”), and its Employees. Impropriety, or even the appearance of impropriety, could negatively impact all Employees, including people who had no involvement in the problematic activities.

Employees must promptly report any improper or suspicious activities, including any suspected violations of the CODE, to the CCO. Issues can be reported in person, or by telephone, email, or written letter. Reports of potential issues may be made anonymously. Any reports of potential problems will be thoroughly investigated by the CCO, who will report directly to the Directors of the General Partner on the matter. Any problems identified during the review will be addressed in ways that reflect FPA’s fiduciary duty to its Clients.

An Employee’s identification of a material compliance issue will be viewed favorably by FPA’s senior executives. Retaliation against any Employee who reports a violation of the CODE in good faith is strictly prohibited and will be cause for corrective action, up to and including

dismissal. If an Employee believes that he or she has been retaliated against, he or she should notify a Director of the General Partner and/or the CCO.

If the CCO determines that a material violation of this CODE has occurred, he/she will promptly report the violation, and any associated action(s), to the Directors of the General Partner. If the Directors of the General Partner determine that the material violation may involve a fraudulent, deceptive or manipulative act, FPA will report its findings to the FPA Funds’ Board of Directors or Trustees pursuant to Rule 17j-1. The FPA Funds have separately adopted a WHISTLEBLOWER POLICY with respect to complaints involving the FPA Funds.

C.	DEFINITIONS

“Access Person” means any director, officer, or employee of: (i) the FPA Funds; (ii) FPA, including their spouses/partners or their Immediate Families (as defined below); or (iii) any company in a control relationship to the FPA Funds or FPA.² In addition, “Access Person” means any natural person in a control relationship to the FPA Funds or FPA who obtains information concerning recommendations made to a Client with regard to the purchase or sale of Covered Securities. Unless otherwise determined by the FPA Funds’ CCO in writing, Independent FPA Fund Trustees/Directors and third-party FPA Fund officers are deemed not to be Access Persons under this Code on the grounds that they do not have regular access to information or recommendations regarding the purchase or sale of Covered Securities and risk of abuse is deemed minimal.

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

A security is “being considered for purchase or sale” or is “being purchased or sold” when a recommendation to purchase or sell the security has been made and communicated, which includes when a Client has a pending “buy” or “sell” order with respect to a security, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. “Purchase or sale of a security” includes the writing, purchasing or selling of an option to purchase or sell a security.

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, to profit, or share in any profit derived from, a transaction in the subject securities. An Access Person is deemed to have a Beneficial Interest in securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, Uniform Transfers to Minors Act accounts, partnerships, trusts, and controlling interests in corporations.

²	For purposes of this Code, “control” has the same meaning as it does under Section 2(a)(9) of the IC Act.

Uncertainty as to whether an Access Person has a Beneficial Interest in a security should be brought to FPA’s Compliance Department (“Compliance”). Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1940, as amended.

“Board” refers to the Board of Directors of the Funds and the Board of Trustees of the Trust.

“Covered Security” means a security as defined in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the IC Act,³ 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 (maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a nationally recognized statistical rating organization), and repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by open-end funds (other than Reportable Funds, as defined below); (v) interests in 529 college savings plans; (vi) shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies; (vii) physical commodities, (e.g., gold coins), including foreign currencies; and (ix) currency (FX) forwards. For the avoidance of doubt, exchange-traded funds (“ETFs”) and closed-end funds (such as Source Capital, Inc.) are Covered Securities and are thus subject to the preclearance and reporting requirements set forth below. In addition, investments in private placements or limited offerings are also considered Covered Securities and must be pre-cleared and reported as described below. Included in the category of private investments that are considered Covered Securities are crypto-currencies (e.g., bitcoin, ethereum, etc.) and crypto-currency related securities and businesses (e.g., crypto “futures” (e.g., instruments traded on the CME or any other authorized exchange), utility tokens, private tokens, private crypto funds, and Initial Coin Offerings (“ICOs”), etc.). Any question as to whether a particular investment constitutes a “security” or a ‘Covered Security’ should be referred to Compliance.

“Employee-Related Account” means an account for any of the following persons: (i) the Employee, (ii) the Employee’s Immediate Family (as defined); and (iii) an entity or individual for whom/which the Employee acts as general partner / managing member, trustee, executor or agent.⁴

³ A Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a ‘‘security’’, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

⁴ FPA Private Funds for which an Employee or group of Employees hold a greater than 25% Beneficial Interest are exempt from the following provisions: Sections D.2 and G.; provided however, such funds shall be subject to FPA’s Trade Aggregation and Allocation, Best Execution, and Soft Dollars policies and procedures.

“Equivalent Security” means any security issued by the same entity as the issuer of a Covered Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, futures on single securities, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities and futures on single securities are included even if, technically, they are issued by the Options Clearing Corporation, a futures clearing corporation, or a similar entity.

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the IC Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act (governing disclosure of nonpublic personal information), and any rules adopted by the U.S. Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act (imposing restrictions designed to prevent financial intermediaries from being used in money laundering activities) as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

“Immediate Family” includes your spouse/domestic partner, minor children and/or stepchildren, and other Relatives who live with you (including adult children and/or stepchildren) if you contribute to their financial support. The definition also includes adoptive relationships. “Relative” means relative by blood, marriage or adoption and not more remote than a first cousin.

“Independent Trustee” means a member of the Board who is not affiliated with FPA and who does not otherwise meet the definition of “interested person” of the Funds or the Trust under Section 2(a)(19) of the IC Act.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

“Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(5) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

“Reportable Fund” means any open-end fund for which FPA serves as an investment adviser or sub-adviser as defined in Section 2(a)(20) of the IC Act or any open-end fund whose investment adviser or principal underwriter controls FPA, is controlled by FPA, or is under common control with FPA.

“Third-party Fund officer” means an officer of a Fund that is an employee of a Fund service provider that is not FPA or an affiliate of FPA.

“Trustee” means a member of the Board of Directors of the Funds or the Board of Trustees of the Trust.

D.	PROHIBITED TRANSACTIONS

1.	No Access Person, Independent Trustee, or Third-party Fund officer, shall:

(a)

Engage in any act, practice or course of conduct, which would violate the provisions of Rules 17j-1 and 204A-1 set forth above.

(b)

Transact in any Covered or Equivalent Security if the Access Person, Independent Trustee, or Third-party Fund officer knows that, at the time of such personal transaction, the Covered or Equivalent Security:

(1)

is being considered for purchase or sale for Clients, or

(2)

is being purchased or sold for Clients.

(c)

Disclose to other persons the portfolio holdings of Clients, except as expressly permitted by FPA.⁵ In addition, except as required to effectuate securities transactions on behalf of a Client or for other legitimate business purposes, Access Persons must keep non-public information about Clients (including former Clients) in strict confidence, including the Client’s identity (unless the Client consents), the Client’s financial circumstances, and advice furnished to the Client by FPA. Compliance procedures regarding the use and treatment of confidential information are set forth in FPA’s PRIVACY POLICY.

(d)

“Front-run” any Client transaction, which is a practice generally understood to be knowingly personally trading ahead of or in anticipation of client orders.

(e)

Acquire personally or beneficially any securities in an Initial Public Offering (IPO), in order to preclude any possibility of such person profiting from his or her position with FPA or the FPA Funds. Fixed income IPOs are excluded from this prohibition. Access Persons must pre-clear any such purchases with Compliance, as described below.

NOTE: This prohibition only applies to Independent Trustees and Third-party Fund officers to the extent that such Independent Trustee or Third-party Fund officer obtains information concerning recommendations made to the FPA Funds regarding the purchase or sale of securities in an IPO by the FPA Funds.

(f)

Purchase personally or beneficially any securities in a Private Placement,⁶ without prior approval of Compliance, as described below. Any person authorized to purchase securities in a Private Placement shall disclose that investment when such person plays a part in any subsequent consideration of an investment [on behalf of a Client] in the

⁵ This prohibition is rooted in the fiduciary principle that information concerning the identity of security holdings and financial circumstances of its Clients is confidential.

⁶ FPA Private Funds are exempt from the requirements set forth in Section D.1.(f).

issuer. In such circumstances, FPA’s decision to purchase securities of the issuer shall be subject to independent review by investment personnel with no personal interest in the issuer.

2.	No Access Person shall, personally or beneficially:

(a)

Transact in Covered or Equivalent Securities that are held in any Client account.⁷

Existing positions held by Client accounts that also are held by Access Persons in any account in which the Access Person has a Beneficial Interest, control, or trading authority may not be sold/covered without the approval of Compliance, as described below. Such approval shall not be granted if there is an open block trade in such security.

(b)

Transact in Covered Securities within the seven (7) calendar day period prior to transaction(s) for a Client in the same or an Equivalent Security if Compliance determines that the Access Person had knowledge that such security was under consideration for purchase or sale. Access Persons who transact in a Covered Security within such period may be required to unwind the transaction at their own cost if Compliance determines that the Access Person had or is deemed to have had knowledge of the Client transaction at the time of their personal or beneficial investment.

Access Persons should be aware that if they sell short a Covered Security and a Client account transacts in the same or an Equivalent Security within seven (7) calendar days, they may be prevented from covering their short transaction with a subsequent purchase.

(c)

Purchase and sell, or sell and purchase, the same (or Equivalent) Covered Securities within sixty (60) calendar days. This prohibition applies to short sales and option transactions. Options transactions require the expiration date to be at a minimum sixty (60) days from trade date. This prohibition applies without regard to tax lot considerations and without regard to profitability. Any exceptions to this policy (e.g., if a security is experiencing unprecedented losses) require advance written approval from the CCO or designee.

⁷ ETFs that are based on a broad-based index are exempt from this restriction. However, they are still subject to the other prohibitions described in Section D, as well as to the pre-clearance and reporting requirements described herein. FPA Private Funds are exempt from this restriction, as well as the seven (7) calendar day restriction set forth in Section D.2.(b).

Trades made in violation of this prohibition may be required to be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement to a qualified charity, with the exception of trades in shares of a FPA Fund, in which case any profits realized shall be subject to disgorgement to such FPA Fund.

E.	RESTRICTED LIST

Compliance maintains a “Restricted List” of companies about which a determination has been made by the Legal Department (“Legal”) and/or the CCO that it is prudent to restrict trading activity. This might include, for example, a company about which investment personnel may have acquired material, nonpublic information. Legal generally only communicates the Restricted List to Employees who need to know as part of their job function. Employees are not permitted to: (i) disclose the name of any company on the Restricted List to anyone outside the firm; or (ii) discuss any company on the Restricted List with anyone outside the firm.

As a general rule, trading is restricted for companies appearing on FPA’s Restricted List, both for Client and Employee accounts. Similarly, any determination to remove a company from the Restricted List must be approved by Legal. Restrictions with regard to securities on the Restricted List extend to Equivalent Securities.

F.	EXEMPTED TRANSACTIONS

The prohibitions of Subparagraphs D.1.(b), D.2.(a), D.2.(b), and D.2.(c) shall not apply to:

Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control, and Compliance has exempted such account from personal securities transaction reporting;

Purchases or sales that are non-volitional on the part of the Access Person or Client, as applicable;

Transactions which are part of an Automatic Investment Plan;

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

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

G.	COMPLIANCE PROCEDURES

FPA utilizes a web-based compliance reporting platform (“Personal Trading Control Center” or “PTCC”) to facilitate Access Persons’ completion of compliance obligations, and certain forms and disclosures required by this CODE. Employee Related Accounts and holdings reports (as set forth below), must be reported through PTCC, unless Compliance permits acceptance of such reports in another form. PTCC is available at https://aca.complysci.com/default.aspx . To the extent that all required information is included in the broker feeds linked to Employee Related Accounts in PTCC, the reports set forth in the Reporting Requirements section below will be deemed complete. Access Persons should note, however, if Covered Securities are held directly, as is the case of Private Placements, they must manually enter the information such that it is included in applicable reports.

Access Persons are generally only authorized to establish new Employee Related Accounts at PTCC-eligible brokers. Compliance must approve any exceptions in writing. With respect to non-PTCC eligible accounts established prior to FPA’s implementation of PTCC (“Grandfathered Accounts”), Access Persons are required to ensure that Compliance receives duplicate account statements within the time periods required by the CODE.

Pre-clearance. All Access Persons shall receive prior written approval8 from Compliance before purchasing or selling Covered or Equivalent Securities, including investments in Private Placements, closed-end funds, and ETFs. Transactions in open-end mutual funds, including Reportable Funds, are not subject to the pre-clearance requirement. Prior to approval of a transaction, Compliance will consider, among other things, the following:

(a)

If the security requested for pre-clearance is a sale transaction (or a buy-to-cover of an existing short position) of a Covered or Equivalent security that is currently held by any Client account, Compliance will confirm whether an open order in the same security or a related security is currently on the trade blotter. Compliance will also seek to confirm with the portfolio manager(s) if they have an expectation (to the best of their knowledge) of transacting in the security within the next seven (7) days.

(b)

If the security requested for pre-clearance is a buy (or sell short) transaction in an ETF that is currently held by any Client account, Compliance will confirm whether: (i) the ETF is based on a broad-based index; and (ii) an open order in the same ETF is currently on the trade blotter.

(c)

If the security requested for pre-clearance is on FPA’s Restricted List, Compliance will review the facts and circumstances surrounding both the pre-clearance request and the reason for the inclusion of the security on the Restricted List.

⁸ In the event that the Access Person requesting pre-clearance is unable to submit a written request for pre-clearance, Compliance may grant telephonic approval and will document such approval in writing.

In all cases, pre-clearance approval is only effective on the day the approval is granted.⁹

Reporting Requirements. In order to provide FPA with information to enable it to determine with reasonable assurance whether there are any indications of scalping,¹⁰ front-running, other abusive trading, or the appearance of a conflict of interest with the trading on behalf of Clients, all Access Persons shall submit the following reports to Compliance showing all holdings and transactions in Covered or Equivalent Securities and securities accounts in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Interest. For the avoidance of doubt, Reportable Funds are Covered Securities and therefore subject to the Reporting Requirements set forth below.

(a)

Disclosure of Personal Holdings. All Access Persons shall disclose to Compliance all accounts that hold any securities (including any accounts that may hold “Non-Covered Securities”) and all holdings in Covered Securities within ten (10) calendar days of becoming an Access Person (which must be current as of a date not more than forty-five (45) calendar days before the report is submitted) (the “Initial Report”)¹¹ and annually thereafter (which must be current as of a date not more than forty-five (45) calendar days before submitting the report) (the “Annual Report”). Such reports shall include:

(1)

The title, number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Interest;

(2)

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

(3)

The date that the report is submitted by the Access Person.

(b)

Quarterly Reporting Requirements. Except as provided in Subparagraphs G.3. and G.6. of this Section, Access Persons shall report transactions in any Covered or Equivalent Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Interest in the security. Reports required to be made under this Subparagraph shall be made not later than thirty (30) calendar days after the end of the

⁹ Compliance recognizes that there may be a timing issue for foreign transactions, whereby a pre-approval may be granted on a certain day, but when the transaction is executed, it may already be the next day in the country of origin. This is acceptable as long as the Employee executes the transaction on the date of pre-approval.

¹⁰ Scalping occurs when an employee purchases securities for clients for the sole purpose of increasing the value of the same securities held in such employee’s personal accounts.

¹¹ Along with the Initial Report, such Access Person must complete an initial certification that they have received, read, and understood the Code and that they agree to comply with the terms thereof. Access Persons are required to complete this certification in PTCC.

calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:¹²

(1)

The date of the transaction, the title and the number of shares, and the principal amount of each security involved;

(2)

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

(3)

The price at which the transaction was effected;

(4)

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

(5)

The date that the report is submitted by the Access Person.

With respect to any account established by the Access Person in which any securities (including Non-Covered Securities) were held during the quarter for the direct or indirect benefit of the Access Person, such information shall contain:

(1)

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

(2)

The date that the account was established; and

(3)

The date that the report is submitted by the Access Person.

Employees are reminded that they must also report transactions by members of their Immediate Family in accounts over which the Employee has a direct or indirect influence or control.

(c)

Access Persons are not required to make reports under this Section to the extent that information in the report would duplicate information received by FPA pursuant to Rule 204-2(a)(13) of the Advisers Act and that such information is received no later than thirty (30) days after the applicable calendar quarter end.

Each Independent Trustee or Third-party Fund officer who would be required to make an initial or annual holdings report solely by reason of being a Trustee or Third-party Fund officer is exempted from making such a report.

Each Independent Trustee or Third-party Fund officer need only report a transaction in a Covered Security if such Trustee or Third-party Fund officer, at the time of the transaction knew, or, in the ordinary course of fulfilling his official duties as a Trustee or Third-party Fund officer, should have known that, during the fifteen (15) day period immediately preceding or after the date of the transaction by the Trustee or Third-party Fund officer,

¹² All Access Persons shall be required to submit a report for all periods, including those periods in which no securities transactions were effected (i.e., negative reporting).

such security is or was purchased or sold by the FPA Funds or is or was being considered for purchase or sale by the FPA Funds.

Except as provided in Subparagraph G.2(c) of this Section, Access Persons, with respect to any account in which such person holds any Covered Securities for his or her direct or indirect benefit, shall direct their broker-dealers to send to Compliance duplicate account statements.

Exceptions from Reporting Requirements. Access Persons need not make a report under this Section with respect to: (i) transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control if such account has been exempted in writing from reporting by Compliance,13 and (ii) transactions effected pursuant to an Automatic Investment Plan.

Certification of Compliance with the CODE. Every Access Person shall certify within ten (10) calendar days of hire, annually, and upon any material changes to the CODE that:

¹³ In making this determination, Compliance may ask for supporting documentation, such as a copy of the applicable account agreement and/or a written certification from the account manager. In addition, the Access Person will be required to complete additional certifications to confirm the Access Person’s lack of influence or control over the account. To the extent the Access Person is able to direct a trade in an otherwise non-discretionary account, e.g., in the case of tax-loss harvesting, the Access Person must pre-clear such transaction through PTCC and ensure it is included in the quarterly and annual reports, as necessary.

(a)

He or she has read and understand the CODE and recognizes that he or she is subject thereto;

(b)

He or she has complied with the requirements of the CODE and will continue to do so; and

(c)

He or she has reported all personal securities transactions required to be reported pursuant to the requirements of the Code.

H.	IMPLEMENTATION, REVIEW AND SANCTIONS

Implementation and Review. Compliance has primary responsibility for enforcing the CODE. Access Persons are required to promptly report any violations of the CODE to Compliance. Enforcement of the CODE includes reviewing the transaction reports and assessing whether Access Persons followed all required internal procedures (e.g., pre-clearance). In this connection, Compliance periodically will compare reports of personal securities transactions with completed and contemplated Client transactions to determine whether noncompliance with the CODE or other applicable trading procedures may have occurred. Access Persons should note that technical compliance with the CODE’s procedures does not automatically insulate from scrutiny trades which show a pattern of abuse of an Access Person’s fiduciary duties to all Clients.

Sanctions. If a violation of this CODE occurs or a preliminary determination is made that a violation may have occurred, a report of the alleged violation may be made to the Board and to the Directors of the General Partner. Sanctions for CODE violations may include any or all of the following: (a) a written censure; (b) temporary or permanent suspension of trading for any Employee-Related Account; (c) disgorgement of profit to a qualified charity; and/or (d) any other sanction deemed appropriate by the Board and the Directors of the General Partner.

I.	REPORTS TO THE BOARD

No less frequently than annually, Compliance shall furnish to the Board a written report that:

Describes any issues arising under the CODE or procedures since the last report, including, but not limited to, information about material violations of the CODE and sanctions imposed in response to material violations; and

Certifies that FPA, the Funds and the Trust have adopted procedures reasonably necessary to prevent Access Persons from violating the CODE.

J.	RETENTION OF RECORDS

This CODE; a list of all persons required to make reports and review reports hereunder from time to time, as shall be updated by Compliance; a copy of each report made by an Access Person hereunder; each memorandum made by Compliance hereunder and a record of any violation hereof and any action taken as a result of such violation; and all other records required under Rules 17j-1 and 204A-1 shall be maintained by FPA, the Funds and the Trust as required under those provisions.

K.	TEMPORARY EXEMPTION FROM CODE APPLICATION

Employees of FPA on approved leaves of absence (e.g., maternity leave) may not be subject to the pre-clearance and reporting provisions of the CODE, provided that they meet the following requirements:

They do not participate in, obtain information with respect to, or make recommendations as to, the purchase and sale of securities on behalf of any Client;

They do not have access to information regarding the day-to-day investment activities of FPA;

They do not devote significant time to the activities of FPA; and

Compliance approves such an exemption in writing.

REVISION HISTORY

Adopted: May 2, 2005

Revised: February 13, 2015

Revised: May 12, 2015

Revised: February 8, 2016

Revised: May 14, 2018

Revised: June 5, 2018

Revised: October 10, 2019

Revised: January 24, 2020; Effective: January 7, 2020

Exhibit (p)(xi)

Harris Associates L.P., Harris Associates Securities L.P. and Harris Associates Investment

Trust Code of Ethics and Statement on Insider Trading

As Amended, Effective as of September 30, 2020

I.	DEFINITIONS

Firm or Harris. The term “Firm” or “Harris” shall include Harris Associates L.P. (“HALP”) and Harris Associates Securities L.P. (“HASLP”).

Trust. The term “Trust” shall mean Harris Associates Investment Trust, including any series of shares of beneficial interest of the Trust (each, a “Fund”).

Employee. The term “Employee” shall include any person employed by the Firm, whether on a full or part-time basis and all partners, officers, shareholders and directors (other than Non-Access Directors (as defined below)) of the Firm.

Access Person. The term “Access Person” shall have the meanings set forth in Section 17j-1(a)(1) of the Investment Company Act of 1940 and rules thereunder (the “Act”) and Section 204A-1(e)(1) of the Investment Advisers Act of 1940 (the “Advisers Act”).

Accordingly, Access Person includes any director, officer, partner (or managing member) or Advisory Person (as defined below) of the Trust or HALP, and any director, officer or partner of the Trust, HALP or HASLP who has access to nonpublic information regarding any Client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund or who is involved in making securities recommendations to a Client, or who has access to such recommendations that are non-public, but shall not include (1) any trustee of the Trust who is not an “interested person” of the Trust¹; (2) any trustee of the Trust who is designated an “interested person”, as defined in Section 2(a)(19) of the Investment Company Act of 1940, but who is not a director, officer, general partner or Advisory Person of HALP, HASLP or Harris Associates, Inc.; and (3) any Non-Access Director.

Advisory Person. The term “Advisory Person” shall have the meaning set forth in Section 17j-1(a)(2) of the Act. Accordingly, Advisory Person includes any Employee of the Firm, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities (as defined below) by a Client (as defined below), or whose functions relate to the making of any recommendations with respect to purchases and sales, and any natural person in a control relationship to a Fund or HALP who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund. For the purpose of this Code, each Employee of the Firm with an office at the Firm’s principal place of

¹	Independent trustees of the Trust are subject to a separate code of ethics.

business shall be deemed to be an Advisory Person. In addition, the term “Advisory Person” shall include any contractor, consultant, temporary employee or intern (or similar person) engaged by the Firm or employed by the Trust who is designated as an Advisory Person by the Chief Compliance Officer² as a result of such person’s access to information regarding the purchase or sale of Covered Securities.

Persons Subject to this Code. Each Employee, Access Person and such other individuals as are specifically identified in writing by the Trust’s or HALP’s Chief Compliance Officer as being subject to this Code will be subject to this Code. Non-Access Directors are subject to the following provisions of this Code: II.A, II.B, II.C.i., II.J, and III (except for III.B.3 and the last sentence of III.B.4).

Covered Security. The term “Covered Security” shall have the same meaning as “security” that is set forth in Section 2(a)(36) of the Act,³ including any right to acquire such security, except that it shall not include securities which are direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), and shares issued by open-end investment companies other than Reportable Funds and ETFs (defined below).

Securities which are direct obligations of the national government of any country other than the United States shall be treated as Covered Securities for reporting purposes only (“Reportable Government Bonds”).

All exchange-traded funds (“ETFs”) and Reportable Funds, whether registered as open-end management companies or unit investment trusts, shall be treated as Covered Securities for reporting purposes only. Derivative instruments where the reference asset(s) is a broad-based securities index or an ETF shall be treated as Covered Securities for reporting purposes only.

Digital currency shall be treated as Covered Securities when and only when they are to be purchased in an initial offering. For the avoidance of doubt, neither the holding of digital currency nor secondary trading in digital currency implicates this Code.⁴ Derivative instruments where the reference asset(s) is a digital currency shall be treated as Covered Securities for reporting purposes only.

²	The Chief Compliance Officer may delegate any responsibilities assigned to him or her hereunder to one or more delegates.

³ Sec. 2(a)(36) “Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre- organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

⁴ Given the evolving regulatory environment around digital currency generally, Persons Subject to this Code should contact the Compliance Department before trading in digital currency if they are unsure about how such trading is treated under this Code.

Reportable Fund. The term “Reportable Fund” shall have the meaning set forth in Section 204A-1(e)(9) of the Advisers Act. Reportable Fund means any investment company registered under the Act that is advised or sub-advised or distributed by the Firm or any entity that controls HALP, that is controlled by HALP or that is under common control with HALP (e.g. Natixis Asset Management Advisers, Loomis Sayles) other than moneymarket funds. A current list of Reportable Funds is maintained on the Compliance page of the Firm’s intranet site.

Beneficial Interest or Ownership. The term “beneficial interest or ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and rules thereunder, which includes any interest in which a person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest.

A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction.

You will be presumed, unless such presumption is determined to have been rebutted by the Firm’s General Counsel and Chief Compliance Officer (or their designee(s)), to have a pecuniary interest, and therefore, beneficial interest or ownership, in all securities held by you or by a member of your “immediate family” (which shall include any of your children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, sons-in-law, daughters-in-law, brothers-in-law, or sisters-in-law and your spouse, mother-in-law, father-in-law, and shall include adoptive relationships) with whom you share the same household and in all accounts through which any such person or you obtain the substantial equivalent of ownership, such as trusts in which he or she is a trustee or beneficiary, partnerships in which he or she is the general partner, corporations in which he or she is a controlling shareholder or any other similar arrangement. For these purposes, the term “spouse” includes any live-in/domestic partner who shares your household and who combines his or her financial resources with you in a manner similar to that of married persons.

Any questions an Employee may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Firm’s General Counsel or Compliance Department. Non-exhaustive examples of beneficial interest or ownership are attached as Appendix A.

Note: if an Access Person is authorized to trade in a brokerage account where there is no beneficial interest to the Access Person (e.g., trading in a person’s account (related or not) who does not reside with the Access Person), please contact the Firm’s General Counsel or Compliance Department for further guidance and disclosure. Depending on what is traded in these accounts, certain transactions can appear to bypass the restrictions of the Code of Ethics and present potential conflicts of interest.

Client. The term “Client” shall mean any client of HALP, including any Fund.

Non-Access Director. The term “Non-Access Director” shall mean any person who is a Director of

Harris Associates, Inc., the corporate general partner of HALP and HASLP, but who is not an officer or employee of any of HALP, HASLP or Harris Associates, Inc. and who meets all of the following conditions:

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

ii.

He or she does not have access to nonpublic information regarding any Client’s purchases or sales of securities (other than information contained in standard account statements or reports that the Firm may furnish to such person in his or her capacity as a Client), or nonpublic information regarding the portfolio holdings of any Reportable Fund; and

iii.

He or she is not involved in making securities recommendations to Clients, and does not have access to such recommendations that are nonpublic (other thaninformation contained in standard account statements or reports that the Firm may furnish to such person in his or her capacity as a Client).

Discretionary Accounts. The term “Discretionary Account” shall mean any account in which you have a beneficial interest or ownership, but over which you have no direct or indirect influence or control. You may be deemed to have direct or indirect influence or control over an account if your adviser consults you, or seeks your input, regarding potential or current investments in the account or if you suggest investments to the individual or institution with influence or control.

Persons Subject to this Code should obtain the written approval of the Chief Compliance Officer regarding a Discretionary Account before relying on the reporting and other exceptions provided herein for the Discretionary Account.

Exceptions: Notwithstanding the above, a “Discretionary Account” shall not include any account in which a Person Subject to this Code has delegated investment discretion to any other Person(s) Subject to this Code.

Assessment of Discretionary Accounts: The Chief Compliance Officer may make inquiries to a Person Subject to this Code and/or such person’s investment professional at any time (including before or after any approval of the Discretionary Account has been provided) in its assessment of whether an account should be treated as, or remains, a Discretionary Account. In doing so, the Chief Compliance Officer may request such person and/or such person’s adviser to certify that such person has no direct or indirect influence or control over the account. Such person shall respond to, or, as requested, arrange for such person’s adviser to respond to, any such inquiries and shall make, or, as requested, arrange for such person’s adviser to make, any such certifications.

II.

CODE OF ETHICS

GENERAL STATEMENT

Harris seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by Clients is something that is highly valued and must be protected. The Firm owes a fiduciary duty to its Clients, and the fundamental principle of the Firm is that the Firm should not inappropriately put its interests ahead of its Clients.

The Investment Company Act and rules make it illegal for any person covered by the Code, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by a registered investment company that is advised or sub-advised by the Firm (a “RIC”) to:

i.) employ any device, scheme, or artifice to defraud a RIC;

ii.) make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of circumstances under which they are made, not misleading or in any way mislead a RIC regarding a material fact;

iii.) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a RIC; or

iv.) engage in any manipulative practice with respect to a RIC.

The restrictions on personal securities transactions contained in this Code are intended to help the Firm monitor for compliance with these prohibitions. To attempt to ensure that each Person Subject to this Code satisfies this Code and the Firm satisfies the relevant record keeping obligations, the Firm has developed the following rules relating to personal securities trading, outside employment, personal investments with external investment managers and confidentiality.

The General Counsel and Chief Compliance Officer, acting in concert, have the authority to grant written waivers of the provisions of this Code in instances they determine appropriate in their discretion.⁵

The Firm expects all Persons Subject to this Code to comply with the spirit of the Code as well as the specific rules contained in the Code. Any violations of the Code must be reported promptly to the Firm’s Chief Compliance Officer.

COMPLIANCE WITH FEDERAL SECURITIES LAWS

⁵ In performing their various responsibilities under this Code, the General Counsel, Chief Compliance Officer, and others assigned powers and/or duties under this Code may consult with the Firm’s President to the extent they deem necessary or desirable.

More generally, Persons Subject to this Code are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:

i.)

the Securities Act of 1933, Securities Act of 1934, Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) rules thereunder;

ii.)

the Investment Advisers Act of 1940 and SEC rules thereunder;

iii.)

the Investment Company Act of 1940 and SEC rules thereunder;

iv.)

Title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information); and

v.)

the Bank Secrecy Act, as it applies to mutual funds and investment advisers, and SEC and Department of the Treasury rules thereunder.

RESTRICTIONS ON TRADING

It is desirable for Persons Subject to this Code to avoid a transaction in any Covered Security which is also the subject of a Client portfolio purchase or sale if that transaction would be to the disadvantage of that Client. To seek to effect that result, the following specific restrictions apply to all trading activity in Covered Securities and Corporate Bonds in accounts in which a Person Subject to this Code has a beneficial interest or ownership other than Discretionary Accounts:

i.)

Any transaction in a Covered Security in anticipation of Client orders (“frontrunning”) is prohibited;

ii.)

Any transaction in a Covered Security which is the subject of approval by one of the Firm’s stock selection groups for addition to an approved list is prohibited until the tenth business day following the dissemination of that recommendation, or any longer period specified in this Code;

iii.)

Any transaction in a Covered Security which the Person Subject to this Code knows or has reason to believe is being purchased or sold or considered for purchase or sale⁶ by the Firm on behalf of any Client is prohibited until, subject to extension under II.E., the transaction by such Client has been completed or consideration of such transaction has been abandoned;

iv.)

Any transaction in a security within two business days after any Client has a pending or actual transaction is prohibited. Additionally, if an Access Person places an order for a security prior to a Portfolio Manager or Fund Manager placing a Client order for the same security that day, the Access Person’s order may be cancelled if practicable after notice and if, in the judgment of the General Counsel or Chief Compliance Officer, such cancellation will prevent Client harm;

⁶ A security is “being considered for purchase or sale” when the earlier of, a recommendation to purchase or sell has been made and communicated to SSG or the security is placed on the research project list and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

v.)

Any transaction in derivative instruments that are Covered Securities other than where the reference asset(s) (i) includes only one or more equity securities with a de minimis market capitalization⁷, (ii) is a broad-based securities index or an ETF or (iii) is a digital currency (together “Permissible Derivative Investments”);

vi.)

The purchase of any Covered Security in an initial public offering;

vii.)

Any transaction in Corporate Bonds⁸ ; and

viii.)

Such other transactions in Covered Securities as the Chief Compliance Officer or General Counsel shall determine in each of their discretion from time to time to effect the purposes of this Code of Ethics.

Additionally, no Person Subject to this Code shall knowingly sell to or purchase from the Funds any security or other property except, in the case of the Funds, securities issued by the Funds. Neither shall the Firm nor any Person Subject to this Code share in the profits or losses in any account of a Client carried by the Firm or any other FINRA member, except to the extent provided for by Rule 205-3 of the Investment Advisers Act of 1940 and/or FINRA Rule 2150, as applicable.

D.	PRIVATE INVESTMENT POOLS AND OTHER PRIVATE PLACEMENTS.

No non-Discretionary Account in which an Access Person has a beneficial interest or ownership shall acquire any security issued by a private investment pool (such as a hedge fund, commodity pool, or private equity fund), including by committing capital to an external investment manager’s investment vehicle, or invest in any other limited offering (i.e., a securities offering exempt from registration pursuant to Section 4(a)(2) or 4(a)(5) of the Securities Act of 1933 or Rules 504 or 506 thereunder) without the prior approval of the Firm’s Chief Compliance Officer. For the avoidance of doubt, this prohibition shall not apply to non-securities offerings, such as (i) direct investments or holdings in real estate (buildings, apartments, residences, or other similar investments that are not securities), (ii) a note secured bya mortgage on a home, (iii) a short-term note secured by a lien on a small business or some of its assets or (iv) an ownership interest in an enterprise whose profits, if any, will come primarily from the Access Person’s own efforts.

In deciding whether to grant approval to a request to purchase a private investment pool or other private placement, consideration will be given to whether the investment (i) is consistent with the Firm’s investment philosophy and guidelines, (ii) is a Firm opportunity that is appropriate forand should be offered to Clients and (iii) creates an actual conflict or the appearance of a conflict of interest for the Firm with respect to its Client(s). An Access Person who holds a security acquired in a private investment pool or in another private placement must disclose that investment to the Firm’s Chief Compliance Officer if such Access Person later participates in the consideration of

⁷ An issuer of an equity security has a de minimis market capitalization if the issuer has a market capitalization below the level at which Harris ordinarily invests for client accounts.

⁸ With the exception of purchases of deeply distressed corporate bonds that are priced and trade at 20% or less of par value (and the subsequent sale of such), and sales of corporate bonds received as inherited assets; these may be traded after obtaining a Code Waiver.

that issuer for inclusion on any list of securities approved for purchase or sale by Clients.

E.	ADDITIONAL RESTRICTION ON FUND MANAGERS OF INVESTMENT COMPANY ACCOUNTS.

Any Access Person who is a fund manager of any RIC is, to the extent the trade is otherwise permitted under this Code, prohibited from buying or selling a covered security for an account in which he or she has a beneficial interest or ownership or as to which he or she has investment discretion within fifteen calendar days before and after the investment company that he/she manages trades in that security. Any profits realized on trades effected within the proscribed periods in violation of this Code shall be required to be disgorged. Any losses realized on a sale within the proscribed periods where the sale is required by the Firm because the purchase was in violation of this Code shall be borne by the fund manager if it was the fund manager’s actions which caused the violation.⁹

F.	CLIENT ACCOUNTS EXEMPT FROM REQUIREMENTS OF CODE.

Any Client accounts (including open-end investment companies and limited partnerships) for which the Firm acts as investment adviser or general partner shall be managed in accordance with the Firm’s trading procedures for a Client account. Any account owned in whole or in part by Persons Subject to this Code shall nonetheless be a Client account and exempt from the provisions of Sections C, D, E and G of Part II of this Code if: (1) the account has been seeded by the Firm or affiliated persons of the Firm and is being managed in anticipation of investments by persons not affiliated with the Firm; or (2) unaffiliated persons of the Firm are also invested in the account; or (3) the account is operated as a model portfolio in contemplation of management of Client accounts in the same or a similar strategy.

G.	REQUIREMENTS AND PROCEDURES TO IMPLEMENT TRADING RESTRICTIONS AND REPORTING OBLIGATIONS.

Trading in Non-Discretionary Accounts in which an Advisory Person has a Beneficial Interest or Ownership.

Limitation on Non-Discretionary Accounts. All Advisory Persons who have non-Discretionary Accounts that hold or can hold Covered Securities and in which the Advisory Person has a beneficial interest or ownership may maintain such accounts at Pershing LLC (“Pershing”, the Firm’s prime broker) or at any other approved broker-dealer or bank (Approved Firms”).¹⁰

Transactions in Covered Securities, other than mutual funds, ETFs, and Reportable Government Bonds (see below), in any non-Discretionary Account in which an Advisory Person has a beneficial interest or ownership (other than accounts held with Pershing) are permitted only after the Advisory Person has (i) obtained the written pre-approval of the Chief Compliance Officer to open the account or place an initial order in the account with such other broker-dealer or bank and (ii) provided such other broker-dealer or bank with a written notice of the Advisory Person’s

⁹ Any profits required to be disgorged hereunder shall be donated to a charity designated by the Firm or as otherwise directed by the Chief Compliance Officer

¹⁰ Contact Compliance for the list of approved firms. As a general matter trading through non-Approved Firms is not permitted except in unusual cases, such as when a new employee is hired and cannot practically move an account to an Approved Firm

affiliation with Harris and secured the obligation of such other broker-dealer or bank to send copies of confirmations and all periodic statements to the Compliance Department if information is not received through a direct broker feed.

Pre-Approval of Transactions in Covered Securities. Except for those transactions listed below, you must receive pre-approval for every transaction in a Covered Security in any account in which you have a beneficial interest. This requirement applies to purchases, sales, short sales and exposures obtained through entering into derivative instruments where a Covered Security is a reference asset.

Notwithstanding the above, transactions in the following do not require pre-approval:

●

Mutual Funds;

●

ETFs;

●

Derivative instruments where the reference asset(s) is a broad-based securities index;

●

Reportable Government Bonds;

●

Discretionary Accounts¹¹;

●

Digital currencies unless it is a purchase in an initial offering;

●

Dividend reinvestment plans or systematic purchase plans; or

●

Securities, or options on securities, of an issuer at which an immediate family member is (or was) employed and that such immediate family member receives as compensation as part of his or her employment, when such transaction is conducted pursuant to a plan specified under Rule 10b5-1(c) under the Securities Exchange Act of 1934 (or similar plan) (“Employee Compensation Plans”)¹²

Required Provision of Confirmation. If an Advisory Person has obtained approval to open or hold a non-Discretionary Account at a broker-dealer or bank other than with Pershing or another Approved Firm, the Advisory Person must also, after each transaction in that account in Covered Securities other than Reportable Funds, ETFs or Reportable Government Bonds, promptly present Compliance with a confirmation reflecting the details of the transaction completed. Compliance will reconcile the trade confirmations it receives with the pre-clearance requests processed within the automated personal trading system.

Discretionary Application of Pre-Approval Requirement to Non-Advisory Persons. In addition to requiring pre-approval for transactions in Covered Securities by Advisory Persons (as described

¹¹ Discretionary Accounts must be pre-approved before relying on any exception for Discretionary Accounts. See the definition of “Discretionary Account” above.

¹² Such transactions are also not subject to the Restrictions on Trading in Section II.C. Persons subject to this Code are encouraged to provide the Firm’s Chief Compliance Officer with advance notice of any participation of an Immediate Family Member in an Employee Compensation Plan.

above), Compliance may require any trade by a Person Subject to this Code to be pre-cleared if such a trade could reasonably be viewed to give rise to, or appear to give rise to, any breach of fiduciary duty owed to any Client or create any actual or potential conflict of interest, or the appearance thereof, between any Client, on the one hand, and the Firm or any Person Subject to this Code, on the other hand.

Monitoring of Trades

Transactions for an account of an Advisory Person that are executed through the Firm’s trading desk are to be monitored by Compliance and reviewed against pre-approval requests processed by the Chief Compliance Officer (or such party to whom he or she delegates). These transactions are non-discretionary transactions for the trading desk, but may not be executed if the trading desk believes they are in conflict with Harris’ discretionary orders for Clients.

The Firm’s Compliance Department obtains and monitors a daily data feed of trade information from Pershing and Approved Firms (including the title and exchange ticker symbol or CUSIP number of each Covered Security, the date of the transaction, the interest rate and maturity rate (if applicable), the number of shares and principal amount of each Covered Security involved, the nature of the transaction (i.e. buy/sell), the price at which the transaction was effected, and the name of any broker-dealer or bank through which the transaction was effected).

Transactions in non-discretionary accounts at brokers or banks other than Pershing and Approved Firms are to be monitored by the Compliance Department. To accomplish this, all Advisory Persons shall submit to the Compliance Department within thirty days after the month end in which any transaction occurred a statement which includes the title and exchange ticker or CUSIP number of the Covered Security, Reportable Fund, ETF, the date of the transaction, the interest rate and maturity rate (if applicable), the number of shares and principal amount of each Covered Security, Reportable Fund, ETF, or Reportable Government Bond involved, the nature of the transaction (i.e. buy/sell), the price at which the transaction was effected, the name of any broker-dealer or bank through which the transaction was effected and the date on which the report is submitted. This requirement may be satisfied by opening or maintaining the account(s) at Pershing or an Approved Firm or by having the broker-dealer or bank send the Firm duplicate copies of trade confirmations and all periodic statements, provided that such confirmations and periodic statements contain all of the information required to be provided in the report. The Compliance Department will maintain copies of all such transaction reports.

Cancellation of Trades.

Any transaction for an account of an Advisory Person is subject to cancellation or reversal if it is determined by the Chief Compliance Officer (or such party to whom he or she delegates) – in his or her absolute discretion – that the transaction is or was in conflict with the Code or any applicable trade restriction. A trader may also prevent the execution of orders for an Advisory Person’s account if it appears to the trader that the trade may have to be cancelled or reversed for failure to comply with this Code.

Participation in Dividend Reinvestment Plans and Systematic Purchase Plans.

Advisory Persons may purchase Covered Securities through dividend reinvestment plans or systematic

purchase plans without processing such transactions through the Firm’s automated personal trading system or obtaining pre-approval. Purchases through such plans are permitted only if the Advisory Person properly obtained any necessary approvals under the Code prior to opening the relevant account and placing the initial purchase of the Covered Security.

Reporting of Securities Transactions Not Otherwise Reported.

Any transaction in a Covered Security through a non-Discretionary Account in which an Access Person has any beneficial interest or ownership, other than a transaction effected pursuant to a dividend reinvestment plan or systematic purchase plan, must be reported to the Compliance Department. Where such a transaction is effected through neither (i) Pershing or an Approved Firm for which the Firm receives a daily data feed of trade information nor (ii) a broker-dealer or bank that sends the Firm duplicate copies of trade confirmations and all periodic statements (e.g., the transaction is in Covered Securities held at stock transfer companies such as Computershare), the Access Person shall submit to the Compliance Department a report within thirty days after the end of each calendar quarter and include: the title and exchange ticker symbol or CUSIP number of each Covered Security involved, the date of the transaction, the interest rate and maturity rate (if applicable), the number of shares and principal amount of each Covered Security involved, the nature of the transaction (i.e. buy/sell), the price at which the transaction was effected, the name of any broker-dealer or bank through which the transaction was effected, and the date on which the report is submitted. This report may be in any form, including a copy of a confirmation or monthly or other periodic statement.

Initial, Quarterly and Annual Reporting Requirements; Questionnaires.

Each Access Person shall initially disclose in writing to the Compliance Department within ten days of becoming an Access Person, and annually thereafter, within forty-five days after each calendar year-end, the title and exchange ticker or CUSIP number, type of security, number of and principal amount¹³ of all Covered Securities beneficially owned by such Access Person in a non-Discretionary Account, and the date the Access Person submits the report, with information as of a date that is no more than forty-five days from the date of becoming a Access Person, or as of the preceding December 31 for annual reporting, and the name of each broker-dealer or bank with whom the Access Person maintains an account in which he or she has beneficial ownership of any security.

Additionally, each Access Person shall submit responses to quarterly questionnaires requestedby Compliance no later than 30 days after the end of each calendar quarter. The questionnaires are intended to satisfy the reporting requirements of Rule 17j-1(d)(ii) under the Act and Rule 204A-1(b)(2) under the Advisers Act by requiring each Access Person to confirm and, as necessary, supplement the information that the Firm receives from Pershing and Approved Firms through a daily data feed of trade information and from other broker-dealers and banks through the duplicate copies of trade confirmations and periodic statements. Quarterly transaction reports and responses to quarterly questionnaires need not include transactions effected pursuant to a dividend reinvestment plan or systematic purchase plan.

¹³ It shall not be deemed a violation of this Code for any report required hereunder not to include the principal amount of a Covered Security; provided, however, that the Compliance Department may request or require such information where it determines that it is necessary to effect the purposes of this Code.

H.	CONFIDENTIALITY & OBLIGATIONS OF EMPLOYEES

During the period of employment with the Firm an Employee will have access to certain “confidential information” concerning the Firm and its Clients. This information is a valuable asset and the sole property of the Firm and may not be misappropriated and used outside of the Firm by an Employee or former Employee. “Confidential Information”, defined as all information not publicly available about the business of the Firm, may include, but is not limited to, Client and prospect names and records, research, trading and portfolio information and systems, information concerning externally managed entities or accounts which have been considered or made on behalf of fee paying Clients, and the financial records of the Firm and/or its Employees. In order to protect the interests of the Firm, an Employee or ex-Employee shall not, without the express written consent of the Firm’s Chief Compliance Officer or General Counsel, disclose directly or indirectly confidential information to anyone outside of the Firm other than as necessary or appropriate to carry out the Firm’s normal business operations (e.g., disclosure to a third-party vendor of the Firm or a Fund). An Employee should be extremely careful to avoid inadvertent disclosures and to exercise maximum effort to keep confidential information confidential. Any questions concerning the confidentiality of information should be directed to the Chief Compliance Officer or the General Counsel. An abuse of the Firm’s policy of confidentiality could subject an

Employee to immediate disciplinary action that may include dismissal from the Firm. Nothing in this Code is intended to prevent an Employee from reporting a violation of applicable laws or regulations to an appropriate regulatory authority.

I.	OUTSIDE EMPLOYMENT, ASSOCIATIONS AND BUSINESS ACTIVITIES; REPORTING OF POSITIONS OF IMMEDIATE FAMILY MEMBERS

Harris requires that all Advisory Persons make their positions with the Firm their primary employment. The approval of Harris (and, in some cases, the approval of FINRA) is required before any Advisory Person may hold any outside position with any business organization (for-profit or not-for-profit), or enter into any relationship, or activity, where such outside position, relationship, or activity could influence the investment activities of the Firm or present a conflict of interest with the Advisory Person’s employment with the Firm. All outside positions, regardless of whether such position is compensated or not, must be discussed with Compliance in advance of accepting such a position to assess the existence of a conflict of interest. Any such outside position, relationship, or activity must be approved in advance in writing by the Chief Compliance Officer and the Advisory Person’s supervisor, and a copy of such approval shall be submitted and maintained by the Compliance Department. Any change in the status of such approved position, relationship, investment, or activity must be reported in writing to the Compliance Department and the Advisory Person’s supervisor within the quarter that the change in status occurred or within the certification cutoff period for the quarter. Any income or compensation received by an Advisory Person for serving in such position must be paid in full to the Firm, unless a waiver is granted by the Chief Compliance Officer and the Advisory Person’s supervisor. Under nocircumstance may an Advisory Person represent or suggest that Harris has approved or recommended the business activities of the outside organization or any person associated with it. Associations with entities, such as charitable/volunteer and non-profit organizations where the activity is voluntary in nature (e.g., school or condominium board member, Scout leader, Parent/Teacher Association) and does not involve securities-related activities (such as the selection of investments for endowments and foundations), will generally be granted a written exemption (e.g., email) from this section’s pre-approval requirement, and as such will not require written approval nor will it appear

in the quarterly certification of outside activities.

An Advisory Person shall not be deemed to be engaged in securities-related activities as the result of the grant of a durable or conditional power of attorney over an investment account until such time as the power of attorney is exercised or the condition has been met.

Reporting of Positions of Immediate Family Members that Involve Conflicts of Interest. To identify actual or potential conflicts of interest, each Advisory Person must disclose in writing to the Compliance Department any position, relationship, investment, or activity that an immediate family member has that to the Advisory Person’s knowledge could present a conflict of interest for the Advisory Person in his or role with the Firm. If an Advisory Person has any questions about any activities and the need for disclosure, the Advisory Person should be cautious and direct any questions to the Firm’s General Counsel or Compliance Department.

J.	Certification of Compliance by Access Persons.

In addition to new-hire training on the Code, each Access Person will receive annual training over certain aspects of the Code. The Firm shall distribute the Code to each Employee and Non-Access Director upon inception of employment and whenever the Code is amended, but no less frequently than annually. Each Access Person and Non-Access Director is required to certify in writing annually that (i) he or she has received, read and understands the Code, (ii) recognizes that he or she is subject to the Code, and, in the case of Access Persons, (iii) he or she has disclosed or reported all transactions in which the Access Person has a beneficial interest or ownership that are required to be disclosed or reported under the Code or, alternatively, that the Access Person has not engaged in any personal securities transactions during the preceding year for which a report was required to be filed pursuant to the Code.

K.	Annual Report to the Trust’s Board of Trustees.

HALP, as the adviser to the Trust, shall prepare an annual report to the board of trustees of the Trust that:

i.)

summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;

ii.)

describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed;

iii.)

certifies to the board that the Trust, the Trust’s adviser (HALP), and the Trust’s principal distributor (HASLP) have adopted procedures reasonably necessary to prevent their Access Persons from violating the Code; and

iv.)

identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

III.

POLICY STATEMENT ON INSIDER TRADING

BACKGROUND

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the violative trading, obtain a penalty of up to three times the illicit windfall and issue an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

Regardless of whether a government inquiry occurs, Harris views seriously any violation of this Policy Statement. Such violations constitute potential grounds for disciplinary sanctions, including dismissal.

Cautionary note: The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can prevent a violation of law or forestall disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to the General Counsel and the Chief Compliance Officer or, in their absence, their respective deputies. You also must notify the General Counsel and the Chief Compliance Officer or, in their absence, their respective deputies immediately if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur.

POLICY STATEMENT ON INSIDER TRADING

Generally, no person to whom this Policy Statement applies may trade, either personally or on behalf of others (such as Clients), while in possession of material, nonpublic information and in breach of a duty of trust or confidence that is owed to the issuer of the security, the shareholders of the issuer, or to any other person who is the source of the material nonpublic information; nor may such persons communicate material, nonpublic information to others in breach of a duty of confidentiality or in violation of the law. This Policy Statement applies to securities trading and information handling by all Employees (including their spouse or domestic/live-in partner, minor children and adult members of their households).

The section below reviews principles important to this Policy Statement.

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, this is information whose disclosure will have a substantial effect on the price of a company’s securities. No simple “bright line” test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the General Counsel

or Chief Compliance Officer.

Material information often relates to a company’s results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material.

Similarly, prepublication information regarding reports in the financial press also may be deemed material.

What is Nonpublic Information?

Information is “nonpublic” until 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 available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape” or the WALL STREET JOURNAL or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

Identifying Inside Information

Before executing any trade for yourself or others, including Clients, you must 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.) Immediately alert the Trading Department to restrict trading in the security. No reason or explanation should be given to the Trading Department for the restriction.

ii.) Report the information and proposed trade immediately to the General Counsel or the Chief Compliance Officer.

iii.) Do not purchase or sell the securities on behalf of yourself or others, including Clients.

iv.) Do not communicate the information inside or outside Harris other than to the above individuals.

v.) After the above individuals have reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action(s) the Firm should take.

Contacts with Public Companies

For Harris, contacts with public companies represent an important part of our research efforts. Harris may make investment decisions on the basis of the Firm’s conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, an Employee becomes aware of material, nonpublic information. This could happen, for example, if a company’s 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 such situations, Harris must make a judgment as to its further conduct. To protect yourself, Clients and the Firm, you should contact the General Counsel or the Chief Compliance Officer immediately if you believe that you may have received material, nonpublic information.

Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Employees should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

C.	PROCEDURES TO IMPLEMENT THE POLICY STATEMENT ON INSIDER TRADING

Personal Securities Trading

The restrictions on Employee trading and procedures to implement those restrictions and the Firm’s reporting obligations, which are set forth in Section II above and in the Procedures for Personal Trading, constitute the procedures to implement this Policy Statement. Review those procedures carefully and direct any questions about their scope or applicability to the General Counsel or the Compliance Department.

Restrictions on Disclosures

Employees shall not disclose any nonpublic information (whether or not it is material) relating to Harris or its securities transactions to any person outside Harris (unless such disclosure has been authorized by Harris). Material, nonpublic information may not be communicated to anyone, including persons within Harris, except as provided in Section III(B)(3) above. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing such information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private.

IV.

RETENTION OF RECORDS

The Compliance Department or the Secretary of the Trust will maintain the records listed below for a period of five years. Such records shall be maintained at the Firm’s principal place of business in an easily accessible place:

i.)

a list of all Persons Subject to this Code during that period;

ii.)

receipts signed by all Persons Subject to this Code acknowledging receipt of copies of the Code and acknowledging that they are subject to it;

iii.)

a copy of each Code of Ethics that has been in effect at any time during the period;

iv.)

a copy of each report filed pursuant to the Code and a record of any known violations and actions taken as a result thereof during the period as well as a record of all persons responsible for reviewing these reports;

v.)

a copy of any decision and the reasons supporting the decision, to approvethe acquisition of Limited Offerings; and

vi.)

a copy of each report required by II.K of this Code.

ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS AND STATEMENT

ON INSIDER TRADING

Code of Ethics.

Harris Associates L.P. (“HALP”), Harris Associates Securities L.P. (“HASLP”) and Harris Associates Investment Trust (the “Trust”) have adopted a written Code of Ethics and Statement on Insider Trading (the “Code”) and Procedures for Personal Trading to address potential conflicts of interest by HALP and HASLP personnel and to govern the use and handling of material non-public information. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Code. Copies of the Code and the Procedures for Personal Trading are attached to this acknowledgement. As a condition of your continued employment with HALP and HASLP, and/or the retention of your position, if any, as an officer of the Trust or a member of the board of HALP’s general partner, you are required to read, understand and abide by the Code and the Procedures for Personal Trading.

Compliance Program.

The Code requires that all Access Persons furnish to the Compliance Department information regarding any investment account in which you have a “beneficial interest or ownership” other than Discretionary Accounts. You are also required to furnish to the Compliance Department copies of your monthly or quarterly account statements, or other documents, showing all purchases or sales, other than those effected pursuant to a dividend reinvestment plan or systematic purchase plan, of securities in any such account. Additionally, you are required to furnish a report of your personal securities holdings in Covered Securities within ten calendar days of commencement of your employment with HALP or HASLP and annually thereafter. These requirements apply to any investment account, such as an account at a brokerage house, trust account at a bank, custodial account or similar types of accounts, other than Discretionary Accounts.

This compliance program also requires that Employees report any contact with any securities issuer, government or its personnel, or others, that, in the usual course of business, might involve receipt of what the Employee believes might be material non-public financial information. The Code requires that Employees bring to the attention of the General Counsel or the Chief Compliance Officer any information they receive from any source, which they believe might be material non-public information.

Any questions concerning the Code or Procedures for Personal Trading should be directed to the General Counsel or the Compliance Department.

I affirm that I have received new-hire training covering certain key aspects of the Code and Procedures for Personal Trading from Compliance, and have read and understand the Code and Procedures for Personal Trading. I agree to the terms and conditions set forth in the Code and Procedures for Personal Trading.

If I am acting in the capacity as a contractor, consultant, temporary employee or intern (or similar person) to Harris, I acknowledge that all references to “Employee” in the Code and Procedures for Personal Trading refer to me and shall be construed to mean “agent” and that I may be designated as an Advisory Person and therefore an Access Person as a result of my access to information regarding the purchase or sale of Covered Securities. My agreement and affirmation are made in the capacity as an agent, and not as an employee of Harris, and are not intended to impact my status as an independent contractor.

Signature

Date

ANNUAL AFFIRMATION OF COMPLIANCE FOR ACCESS PERSONS AND NON-

ACCESS DIRECTORS

I affirm that:

I have received annual training pertaining to certain aspects of the Code of Ethics and Statement of Insider Trading (the “Code”) and Procedures for Personal Trading, and have again read and, to the best of my knowledge, have complied with provisions of the Code and Procedures for Personal Trading that pertain to me during the past year. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Code.

I have provided to the Compliance Department the names and addresses of each investment account, other than Discretionary Accounts, in which I have a beneficial interest or ownership, as defined in the Code, including, but not limited to, those with broker-dealers, banks and others. (List of known accounts attached.) (Access Persons only)

I have provided to the Compliance Department copies of account statements or other reports showing each and every transaction in any Covered Security in any non-Discretionary Account in which I have a beneficial interest or ownership, as defined in the Code, during the most recently ended calendar year

during the most recent calendar year there were no transactions in any security in which I had a beneficial interest or ownership required to be reported pursuant to the Code. (Access Persons only)

I have provided to the Compliance Department a report of my personal securities holdings in Covered Securities in all non-Discretionary Accounts in which I have a beneficial interest or ownership, as defined in the Code, as of the end of the most recent calendar year, including all required information for each Covered Security in which I have any direct or indirect beneficial ownership. (Access Persons only)

5.	With respect to the activities conducted at Harris, I am unaware of any violations of applicable laws or regulations that have not otherwise been reported to the Chief Compliance Officer or an appropriate regulatory authority.

If I am acting in the capacity as a contractor, consultant, temporary employee or intern (or similar person) to Harris, I acknowledge that all references to “Employee” in the Code and Procedures for Personal Trading refer to me and shall be construed to mean “agent” and that I may be designated as an Advisory Person and therefore an Access Person as a result of my access to information regarding the purchase or sale of Covered Securities. My agreement and affirmation made herein are made in the capacity as an agent, and not as an employee of Harris, and are not intended to impact my independent contractor status.

Signature

Date

APPENDIX A

Examples of Beneficial Interest

For purposes of the Code, you will be deemed to have a beneficial interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Examples of beneficial ownership under this definition include:

○

securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example);

○

securities held by a trust of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of trust assets, you will not be deemed to have a beneficial interest in securities held by the trust);

○

securities held by you as trustee or co-trustee, where either you or any member of your immediate family has a beneficial interest (using these rules) in the trust.

○

securities held by a trust of which you are the settlor, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries and have or participate in investment control;

○

securities held by any partnership in which you are a general partner, to the extent of your interest in the greater of partnership capital or profits;

○

securities held by a personal holding company controlled by you alone or jointly withothers;

○

securities held, directly or through a trust, by a member of your immediate family who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or

○

securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership.

You will not be deemed to have beneficial ownership of securities in the following situations:

○

portfolio securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnership’s portfolio; and

○

securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift.

These examples are not exclusive. There are other circumstances in which you may be deemed to have a beneficial interest in a security. Any questions about whether you have a beneficial interest should be directed to the General Counsel or Compliance Department.

Exhibit (p)(xv)

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MFS^®Code of Ethics
Policy
January 1, 2021		Personal Investing

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Applies to

All MFS full-time, part-time and temporary employees globally

All MFS contractors, interns and co-ops who have been notified by Compliance that they are subject to this policy

All MFS entities

Questions?

[email protected]

Compliance Helpline, x54290

Ryan Erickson, x54430

Elysa Aswad, x54535

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

click this link.

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

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

Personal Investing | Page 1

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Rules That Apply to Everyone

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Your fiduciary duty

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

◾

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

◾

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

◾

Mislead a client.

Account reporting obligations

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

1	Is the account one of the following?

–

A brokerage account.

–

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

–

Any account, including MFS-sponsored retirement or benefit plans, that holds a reportable fund (see definition of reportable fund on page 8 and a list of these funds on iComply).

2	Is any of the following true?

–

You beneficially own the account.

–

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

–

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

–

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

–

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

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

HELPFUL TO KNOW

Beneficial ownership

The concept of beneficial ownership is broader than that of outright ownership. Anyone who is in a position to benefit from the gains or income from, or who controls, an account or investment is considered to have beneficial ownership. This means that this policy applies not only to you, but to others that share beneficial ownership in these accounts or securities. See examples on page 6. Frequently Asked Questions on the topic can be found here.

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

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

ADDITIONAL REQUIREMENT FOR US EMPLOYEES

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

Maintain your reportable accounts at an approved broker.

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

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

HELPFUL TO KNOW

Mobile Investing Apps

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

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HELPFUL TO KNOW

Discretionary accounts and automatic investment plans

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

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

◾ exempt from the Access Person and Research Analyst/Portfolio Manager trading rules (such as the rules concerning pre-clearance and the 60-day holding period) (pp. 4–5), but you still must obtain pre-approval before your advisor participates in an IPO or private placement.

◾ exempt from certain “Ethical Personal Investing” trading rules such as excessive trading and trading of MFS funds (p. 3).

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

Securities reporting obligations

Make sure you understand which securities are reportable securities. This includes most stocks, bonds, MFS funds, exchange-traded funds (ETFs), futures, options, structured products, private placements and other unregistered securities even if they are not held in a reportable account. See the table on page 8.

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

◾

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

◾

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

◾

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

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

The Quarterly Personal Transaction Reports do not need to include:

◾

Transactions or holdings in non-reportable securities.

◾

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

◾

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

ADDITIONAL REQUIREMENTS FOR APPOINTED REPRESENTATIVES IN SINGAPORE

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

Ethical Personal Investing

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

◾

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

◾

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

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

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

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

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

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

Do not invest in MFS-sub-advised ETFs. For a full list of these funds, see the iComply system.

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

◾

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

◾

Through an MFS Approved Broker (US employees)

◾

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

◾

Through an MFS-sponsored benefit plan account

◾

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

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

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

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

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

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

HELPFUL TO KNOW

Changes in job status and life events

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

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

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

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Rules that Apply Only to Access Persons

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Pre-clearing personal trades

WHICH ACCESS LEVEL ARE YOU?

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

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

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

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

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

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

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

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

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

HELPFUL TO KNOW

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

These practices can create significant risk of policy violations.

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

Limits to personal investment practices

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

ADDITIONAL REQUIREMENTS FOR JAPAN-BASED PERSONNEL

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

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

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ADDITIONAL REQUIREMENTS FOR RESEARCH ANALYSTS

including Research Associates and Portfolio Managers who may write research notes

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

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

◾

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

◾

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

ADDITIONAL REQUIREMENTS FOR PORTFOLIO MANAGERS

including Research Analysts assigned to a fund as a portfolio manager

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

◾

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

◾

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

◾

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

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

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

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

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Additional Information for all Personnel Subject to this Policy

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BENEFICIAL OWNERSHIP: PRACTICAL EXAMPLES
Accounts of parents or children		Transfer on death (TOD) accounts
◾ You share a household with one or both parents, but you do not provide any financial support to the parent(s): You are not a beneficial owner of the parents’ accounts and securities. ◾ You share a household with one or more of your children, whether minor or adult, and you provide financial support to the child: You are a beneficial owner of the child’s accounts and securities. ◾ You have a child who lives elsewhere whom you claim as a dependent for tax purposes: You are a beneficial owner of the child’s accounts and securities. Accounts of domestic partners or roommates ◾ You are a joint owner or named beneficiary on an account of which a domestic partner is an owner: You are a beneficial owner of the domestic partner’s accounts and securities. ◾ You provide financial support to a domestic partner, either directly or by paying any portion of household costs: You are a beneficial owner of the domestic partner’s accounts and securities. ◾ You have a roommate: Generally, roommates are presumed to be temporary and to have no beneficial interest in one another’s accounts and securities. UGMA/UTMA accounts ◾ Either you or your spouse is the custodian of a Uniform Gift/ Trust to Minor Account (UGMA/UTMA) for a minor, and one or both of you is a parent of the minor: You are a beneficial owner of the account. (If someone else is the custodian, you are not a beneficial owner.) ◾ Either you or your spouse is the beneficiary of an UGMA/UTMA account and is of majority age (for instance, 18 years or older in Massachusetts): You are a beneficial owner of the account.		◾ You automatically become the registered owner upon the death of the prior account owner: You are a beneficial owner as of the date the account is re- registered in your name, but not before. Trusts ◾ You are a trustee for an account whose beneficiaries are not immediate family members: Beneficial ownership is determined on a case-by-case basis, including whether it constitutes an outside business activity (see the Outside Activities & Affiliations Policy). ◾ You are a trustee for an account and you or a family member is a beneficiary: You are a beneficial owner of the account. ◾ You are a beneficiary of the account and can make investment decisions without consulting a trustee: You are a beneficial owner of the account. ◾ You are a beneficiary of the account but have no investment control: You are a beneficial owner as of the date the trust is distributed, but not before. ◾ You are the settlor of a revocable trust: You are a beneficial owner of the account. ◾ Your spouse or domestic partner is a trustee and a beneficiary: Beneficial ownership is determined on a case-by-case basis. Investment powers over an account ◾ You have power of attorney over an account: You are a beneficial owner as of the date you assume control of the trading or investment decisions on the account, but not before. ◾ You have investment discretion over an account that holds, or could hold, reportable securities: You are a beneficial owner of the account, regardless of the location, account type or the registered owner(s) (other than to fulfill duties of employment). ◾ You are serving in a role that allows or requires you to delegate investment discretion to an independent third party: Beneficial ownership is determined on a case-by-case basis.

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Additional Information for all Personnel Subject to this Policy

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Security types and transactions that must be reported and/or pre-cleared	Report	Pre-clear
	All personnel	Access persons only

Note: Securities terminology varies widely in global markets. If a security type is not listed here or you are unsure how a security is treated under this policy, please contact Compliance directly.

Funds

Money market funds (MFS or other)	No	No

Open-end funds that are advised or sub-advised by MFS (and are not money market funds)	Yes	No

Open-end funds that are not advised or sub-advised by MFS	No	No

529 Plans holding MFS advised or sub-advised funds	Yes	No

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

Exchange-traded funds (ETFs) and exchange-traded notes (ETNs), including options, futures, structured notes and other derivatives related to these exchange-traded securities¹	Yes	No

Private funds	Yes	Yes

Equities

Sun Life Financial Inc. (publicly traded shares)	Yes	Yes

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

Fixed income

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

US Treasury securities and other obligations backed by the full faith and credit of the US government	No	No

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

Non-US government securities, and options, futures or other derivatives on these securities.	Yes	Yes

Money market instruments, such as certificates of deposit and commercial paper	No	No

Other types of assets

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

Private MFS stock and private shares of Sun Life of Canada (US) Financial Services Holdings, Inc.	No	No

Limited offerings, IPOs, secondary offerings	Yes	Yes

Derivatives (such as options, futures or swaps) on security indexes	Yes	No

Derivatives (such as options, futures or swaps) on commodities and currencies, including virtual currencies	Only if notified by Compliance

Other types of transactions

Involuntary transactions (see definition below)	No	No

Gifts of securities, including charitable donations, transfers of ownership, and inheritances	Yes	No

¹Investments in MFS sub-advised ETF’s are prohibited

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Terms with special meanings

Within this policy, the following terms carry the specific meanings indicated below.		reportable funds Any fund for which MFS acts as investment advisor, sub-advisor, or principal underwriter including MFS retail funds, MFS Variable Insurance Trust and MFS Meridian funds. See the iComply system Policies & Procedures page for a current list of reportable funds.
contract for difference A contract for difference (CFD) is a contract between an investor and an investment bank or a spread-betting firm. At the end of the contract, the parties exchange the difference between the opening and closing prices of a specified financial instrument, including shares or commodities.
involuntary transaction Transactions that are not under your direct or indirect influence or control, such as inheritances, gifts received, automatic investment plans, dividends and dividend reinvestments, corporate actions (such as stock splits, reverse splits, mergers, consolidations, spin-offs and reorganizations), exercise of a conversion or redemption right or automatic expiration of an option.

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Exhibit (p)(xviii)

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

Effective March 1, 2021

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

TABLE OF CONTENTS


GENERAL POLICY STATEMENT			1-1

Purpose of Code of Ethics and Conduct			1-1

Persons and Entities Subject to the Code			1-2

Definition of Supervised Persons			1-2

Status as a Fiduciary			1-2

Adviser Act Requirements for Supervised Persons			1-3

NASDAQ Requirements			1-3

What the Code Does Not Cover			1-3

Sarbanes-Oxley Codes			1-4

Compliance Procedures for Funds and Federal Advisers			1-4

Compliance with the Code			1-4

Questions Regarding the Code			1-4

STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL			2-1

Allocation of Brokerage Policy			2-1

Annual Compliance Certification			2-1

Anti-Bribery Laws and Prohibitions Against Illegal Payments			2-1

Antitrust			2-2,7-1

Anti-Money Laundering			2-2

Appropriate Conduct			2-2

Charitable Contributions			2-2

Conflicts of Interest			2-4

Relationships with Profitmaking Enterprises			2-4

Service with Nonprofitmaking Organizations			2-5

Relationships with Financial Service Firms			2-5

Relationships with a Bank			2-6

Existing Relationships with Potential Vendors			2-6

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Investment in Client/Vendor Company Stock			2-6

Confidentiality			2-7

Expense Payments and Reimbursements			2-7

Financial Reporting			2-8

Gifts and Business Entertainment			2-8

Human Resources			2-8

Equal Opportunity			2-8

Drug and Alcohol Policy			2-8

Policy Against Harassment and Discrimination			2-8

Health and Safety in the Workplace			2-9

Use of Employee Likenesses and Information			2-9

Employment of Former Government and Self-Regulatory Organization Employees			2-9

Inside Information			2-9,4-1

Investment Clubs			2-10

Marketing and Sales Activities			2-10

Outside Business Activities			2-10

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations			2-10

Political Activities and Contributions			2-10

Lobbying			2-12

Professional Designations			2-12

Protection of Corporate Assets			2-12

Quality of Services			2-13

Record Retention and Destruction			2-13

Referral Fees			2-13

Release of Information to the Press			2-14

Responsibility to Report Violations			2-14

General Obligation			2-14

Global Whistleblower Procedures			2-14

Sarbanes-Oxley Whistleblower Procedures			2-14

Sarbanes-Oxley Attorney Reporting Requirements			2-15

Circulation of Rumors			2-15

Service as Trustee, Executor or Personal Representative			2-15

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Speaking Engagements and Publications			2-15

Social Media			2-16

Systems Security			2-16,6-1

STATEMENT OF POLICY ON GIFTS AND BUSINESS ENTERTAINMENT			3-1

STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION			4-1

STATEMENT OF POLICY ON SECURITIES TRANSACTIONS			5-1

STATEMENT OF POLICY ON SYSTEMS SECURITY AND RELATED ISSUES			6-1

STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS			7-1

STATEMENT OF POLICY ON PRIVACY			8-1

i-3

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

GENERAL POLICY STATEMENT

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

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

1. Statement of Policy on Gifts and Business Entertainment

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

3. Statement of Policy on Securities Transactions

4. Statement of Policy on Systems Security and Related Issues

5. Statement of Policy on Compliance with Antitrust Laws

6. Statement of Policy on Privacy

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

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

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

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

•

Price Group

•

The subsidiaries and affiliates of Price Group

•

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•

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

•

Require Supervised Persons to comply with all applicable laws;

•

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

•

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

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

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

Additional Regulatory Requirements Beyond the Code. The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. (“Investment Services”) is regulated by the Financial Industry Regulatory Authority (“FINRA”) and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPIL, TRP Canada, and other TRP entities are subject to several non-U.S. regulatory authorities.

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

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

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

Questions regarding the Code should be referred to [email protected]

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STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

However, personal charitable contributions made in the name of and for the benefit of a business contact should be treated as “gifts” to the business contact. For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon. For business contacts related to T. Rowe Price fund business or other broker-dealer related business, contributions of the latter type are subject to FINRA’s $100 limit. For other business activities not regulated by FINRA, contributions in excess of $100 must be prior approved by the Chairperson of the Ethics Committee.

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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, 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 director’s “independent” classification.

Conflicts of Interest. All employees must avoid placing themselves in a “compromising position” where their interests may be in conflict with those of Price Group or its clients. In addition, employees are legally required to perform their job duties in the best interests of the firm; referred to as a duty of loyalty. This means that employees cannot enrich themselves at the expense of T. Rowe Price, actively compete with the firm, divert business to a competitor, and must always seek to protect the assets of the T. Rowe Price.

Relationships with Profitmaking Enterprises. Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

General Prohibitions. Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firm’s client accounts. In addition, an employee may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker-dealer, investment adviser or insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer (“CCO”) of the broker-dealer. An employee also may not become independently registered as an investment adviser.

Approval Process. Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employee’s supervisor. If the employee is a registered representative of T. Rowe Price Investment Services, he or she must provide the Legal Registration Group with prior written notice. Any reported outside business activity of a registered representative is reviewed by Investment Services’ CCO, or designee, in order to determine if disclosure to FINRA is required.

Review by Ethics Committee. If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interest of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise,

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employment by another firm in the securities industry, or self-employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final.

Approved Service as Director or Similar Position. Certain employees may serve as directors or as members of creditor committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

Service with Nonprofitmaking Organizations. Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

Approval Process. The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.

By Supervisor. An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee, or member of the Board of Directors of any nonprofit organization.

By Ethics Committee Chairperson. If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker-dealer before accepting the position.

Although individuals serving as officers, Board members or trustees for nonprofitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations (e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

Relationships with Financial Services Firms. In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker-dealers, investment advisers or other companies engaged in the mutual fund industry. All such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

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If any member of employee’s immediate family is employed by or has a partnership interest in a broker-dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the 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 Team.

Relationships with a Bank. In order to avoid any regulatory conflicts of interests associated with an outside business activity associated with a bank, employees are required to obtain prior written approval before engaging in any outside business activity with a bank.

Approval Process. Any outside business activity with a bank, such as a second job, must be approved in writing by the employee’s supervisor and by the Chairperson of the Ethics Committee, or 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 ongoing 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 Price ETF or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to T. Rowe Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:

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Employees are prohibited from providing any internal information (e.g., internal ratings or plans for future Price Fund, Price ETF, or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department, and

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Investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with T. Rowe Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non-Public) Information.

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Conflicts in Connection with Proxy Voting. If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund, Price ETF, or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm’s proxy voting policies.

Confidentiality. The exercise of confidentiality extends to the all areas of our operations, including internal operating procedures and planning; current, prospective and former clients; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while associates and others are with the firm, but also after a person leaves the firm. Following are examples of the type of confidential information with which associates may come into contact:

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Internal operating procedures and planning, including methods of operation and portfolio management, corporate financial information, and future initiatives the firm is considering.

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Client information, including the identity of current, prospective, or former clients of any type (e.g., mutual fund shareholder, separate account client, etc.), agents of clients, and related data concerning clients (e.g., government-issued numbers, account numbers, addresses, investments, etc.).

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Confidential information of third parties with whom we deal, such as the business operations of a vendor we use.

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Investment research, including what securities we are considering for purchase or sale on behalf of our commingled investment vehicles or clients.

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Information about our associates and contractors, such as name, government-issued numbers, health conditions, and financial or performance information.

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Portfolio holdings for a commingled investment vehicle or separate account. (See “T. Rowe Price Mutual Funds and Exchange-Traded Funds Information Release Policy”)

In addition to laws that can apply to the collection and use of such information, Price Group also may be subject to contractual commitments. It is important to remember that your role is to use confidential information of others, such as information of clients or other associates, only as needed to perform your job; to handle such information in a secure manner; to not use or share such data for your own or other non-business purposes; and to promptly report any potential issues about the security, availability, or integrity of such information to the Help Desk.

Expense Payments and Reimbursements. As a general rule, T. Rowe Price will not pay or reimburse expenses, such as travel, accommodation and meals, to a business contact and will not accept payment or reimbursement from a business contact for those types of expenses. Exceptions may only be granted with approval of the employee’s supervisor and Division Head and the Chairperson of the Ethics Committee. Business units may adopt policies and procedures that permit T. Rowe Price to pay or reimburse expenses incurred by business contacts for attendance at certain T. Rowe Price sponsored events. Such policies and procedures must contain provisions 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.

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Financial Reporting. Price Group’s records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made, and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. Price ETFs, as publicly traded companies, must comply with these requirements related to complaints. The Price Funds voluntarily comply with these requirements. As such, the Audit Committee of the Price ETFs and Price Funds has adopted policies and procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints for ETFs and Price Funds. Refer to Responsibility to Report Violations on page 2-14.

Gifts and Business Entertainment. The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in the Code in the Statement of Policy on Gifts and Business Entertainment (page 3-1).

Human Resources. Associates should refer to the appropriate Associate Handbook for more information on the policies referenced in this section as well as other Human Resources policies.

Equal Opportunity. Price Group is committed to the principles of equal employment opportunity (“EEO”) and the maximum optimization of our associates’ abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, physical and mental disability, marital status, sexual orientation, gender identity or expression, citizenship status, military and veteran status, pregnancy, or any other classification protected by federal, state or local laws.

This commitment to EEO covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits. All associates of T. Rowe Price are expected to comply with the spirit and intent of our EEO Policy. If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group associates and customers and restrict the firm’s ability to carry out its mission. Associates must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

Policy Against Harassment and Discrimination. Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity. Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination including harassment.

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Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy discrimination, or any other classification protected by country, federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips. If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

Health and Safety in the Workplace. Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them perform their jobs effectively.

Use of Employee Likenesses and Information. Price Group is permitted to use employees’ names, biographical information, images, job descriptions, and other relevant business data for purposes of complying with legal requirements and/or as part of its legitimate interests in managing its business, including any T. Rowe Price sponsored community or charitable event. Price Group will seek an employee’s explicit consent for a proposed use of the employee’s likeness or other information when required to do so under applicable law.

Employment of Former Government and Self-Regulatory Organization Employees. U.S. laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the U.S. or internationally, guidance must be obtained from the Legal Department.

Inside Information. The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., UK, and other international, state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information.

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Investment Clubs. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or their designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control (defined on page 5-4) through investment clubs are subject to the firm’s Statement of Policy on Securities Transactions. Approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions. Non-Access Persons (defined on page 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

Marketing and Sales Activities. All written and oral sales and marketing materials and presentations must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards (“GIPS”), FCA, and other applicable international requirements. All such materials (whether for the Price Funds, Price ETFs, other commingled investment vehicles, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department’s Global Communications Compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

Outside Business Activities. Please refer to Conflicts of Interest (page 2-4).

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations. As a condition of employment, each new employee is required to provide information regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained to respond to questions asked on governmental, regulatory, and self-regulatory registration forms and for insurance and bonding purposes.

Each employee is responsible for keeping responses pertaining to past and current civil (including arbitrations) and criminal actions and certain regulatory matters updated (notify Code Compliance). An employee should notify Human Resources and either the Legal Department or the International Compliance Team promptly if he or she:

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Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a U.S. (federal, state, or local), foreign or military court,

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Becomes the subject of a Regulatory Action, which includes any action initiated by a securities regulator (e.g. Securities and Exchange Commission (U.S.), Financial Conduct Authority (UK), Securities and Futures Commission of Hong Kong, etc.), or

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Receives an inquiry from any regulator or governmental authority.

Political Activities and Contributions. Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the “Pay-To-Play” rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executive or employees, to state and local government officials in the U.S. may be perceived to improperly influence the award of government investment business. Generally, the rule prohibits an investment adviser from

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providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The rule affects T. Rowe Price and its employees because government entities use the firm’s advisory services and also invest in T. Rowe Price mutual funds.

The firm has adopted a “Statement of Policy Regarding Political Contributions” (“Political Contributions Policy”or “Policy”) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price employees globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political party, Political Action Committee (“PAC”), political organization, or bond ballot campaign in the U.S. Note that employees must separately ensure that they are eligible by applicable law to make the contribution at issue; for example, U.S. law generally permits only U.S. citizens and “green card” holders to contribute to federal, state, and local elections. Employees are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC, political organization, or bond ballot campaign in the U.S. Additionally, employees are prohibited from doing anything indirectly that, if done directly, would violate this Policy. Any questions about the Political Contributions Policy should be directed to the “Political Contribution Requests” mailbox.

In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis. Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the U.S. Municipal Securities Rulemaking Board (“MSRB”). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.

U.S. law prohibits corporate contributions to campaign elections for federal office (e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.

No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees. Additionally, the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

T. Rowe Price does not have a PAC. However, T. Rowe Price has granted permission to the Investment Company Institute’s PAC (“ICI PAC”), which serves the interests of the Investment company industry, to solicit T. Rowe Price’s senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.

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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 Price’s policies regarding solicitation. These include the following:

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It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.

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It must be clear that any contribution is entirely voluntary.

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T. Rowe Price’s stationery and email system may not be used.

An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.

Lobbying. It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state’s lobbying laws. For example, in Maryland, if $2,500 of a person’s compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state’s officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

Professional Designations. It is the supervisor’s responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use, is a valid designation issued by a reputable credentialing organization. In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation; it is relevant to his or her job and is authorized to use it. It is the responsibility of the associate to comply with the professional standards and reporting obligations of the organization that administers and authorizes the use of the professional designation. Any questions should be directed to the Legal Department.

Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Group’s assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary research or marketing information, corporate trademarks and service marks, copyrights, client relationships, and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm’s interests.

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Quality of Services. It is a continuing policy of Price Group to provide investment products and services that meet applicable laws, regulations and industry standards, are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected, and are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.

The quality of Price Group’s investment products and services and operations affects our reputation, productivity, profitability, and market position. Price Group’s goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

Record Retention and Destruction. Under various U.S., UK, other international, state, and other governmental laws and regulations, certain of Price Group’s subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. Different requirements can apply depending on the type of records, for example client-related records as opposed to HR-related records or general business records. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team.

You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

Generally, there can be legal prohibitions from destroying any existing records that may be relevant to any current, pending or threatened litigation, or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports, or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

All personnel are responsible for adhering to the firm’s record maintenance, retention, and destruction policies.

Referral Fees. U.S. securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to T. Rowe Price (e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). The FCA also prohibits the offering of any inducement likely to conflict with the duties of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

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Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group’s corporate affairs, mutual funds, Price ETFs, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Corporate Communications/Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund’s investment strategy or market outlook may use their own discretion but are advised to check with the appropriate Corporate Communications/Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Please refer to the Global Media Engagement Guidelines located on the Exchange for additional information.

Responsibility to Report Violations. The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

General Obligation. If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser (“Chief Compliance Officer”) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. Officers and employees may also contact any governmental and/or regulatory authority (e.g. SEC and FINRA in the U.S., FCA in the UK, SFC in Hong Kong, etc.).

Global Whistleblower Procedures. Price Group has adopted procedures for associates to report potential or actual violations of laws and regulations in each of the jurisdictions in which it operates. The procedures outline steps associates can take to report matters internally to the Legal Department, or on an anonymous basis through the Whistleblower Hotline, or externally to a regulatory authority. The procedures are located in the firm’s policy and procedures repository.

It is Price Group’s policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.

Sarbanes-Oxley Whistleblower Procedures for Price Group. Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures (“Procedures”) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc., The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

Sarbanes-Oxley Whistleblower Procedures for Price ETFs and Price Funds. Pursuant to NYSE Arca Rule and the Sarbanes-Oxley Act, the Audit Committee of Price ETFs and

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Price Funds has adopted procedures regarding the receipt, retention and treatment of complaints received by Price ETFs and Price Funds regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price ETFs or Price Funds of concerns regarding questionable accounting or auditing matters. See “Policy on Complaints Related to ETFs and Mutual Fund Accounting Matters”. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Compliance Officer of the Price Funds and Price ETFs. The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds or Price ETFs are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firm’s policies and procedures repository.

Circulation of Rumors. Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security. You must promptly report to the Legal Department any circumstance which would reasonably lead you to believe that such a rumor might have been originated or circulated.

Service as Trustee, Executor or Personal Representative. You may serve as the trustee, co-trustee, executor or personal representative (collectively; “position of trust”) for the estate of or a trust created by close family members. You may also serve in a position of trust for estates or trusts created by non-family members subject to approval by the Ethics Committee. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, the associate must first be granted permission by the 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 associates) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. If you presently serve in any of these capacities for non-family members, you should report the relationship in writing to the 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. You should obtain approval from your supervisor and Division Head before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and Division Head, provided the course is in compliance with the Guidelines found in T. Rowe Price Investment Services’ Compliance Manual. Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and Division Head.

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Social Media. As T. Rowe Price associates, anything we say or do in our personal communications, including on social media, can reflect on T. Rowe Price’s brand and reputation. We should be aware of this when making personal posts and remember that nothing we say in the social media space is totally private and, in fact, may be available indefinitely.

While T. Rowe Price does not discourage associates from using social media to maintain personal connections, it is important to understand what is acceptable and prohibited when using social media. The T. Rowe Price Policy for Associate Use of Social Media, available on the Exchange, sets forth the permissible use of social media, whether for personal or business use, by T. Rowe Price associates. Examples of permissible and impermissible actions include:

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Do not discuss work or specific projects or products on any social network account;

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Do not post any information about T. Rowe Price products, services, competitors, business contacts, or other associates without prior authorization and training;

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Do not respond to questions or comments about T, Rowe Price products or services without prior authorization and training;

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Do not comment on any individual posts;

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Associates can share any T. Rowe Price job vacancy listed on the T. Rowe Price Careers site or LinkedIn Jobs page on the network of their choice;

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Associates can “like” or “follow” T. Rowe Price social media pages; and

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Associates can only “like” and share individuals posts that have been identified as approved for associate interaction.

The policy applies whether or not associates are on company premises and whether or not associates are using a T. Rowe Price system, T. Rowe Price-issued device, or personal device. The policy is designed to provide associates with clear direction when using social media to ensure the firm’s compliance with applicable regulations when engaging in social media channels, and to protect our associates, our clients, and the company.

Systems Security. Computer systems and programs play a central role in Price Group’s operations. To establish appropriate systems security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy on Systems Security and Related Issues (page 6-1).

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

GIFTS AND BUSINESS ENTERTAINMENT

T. Rowe Price adopted this policy to govern the receipt and giving of gifts and business entertainment by all employees of T. Rowe Price globally (“Associates”). The giving and receiving of gifts and business entertainment must be carefully considered by Associates to avoid even the appearance of conflicts of interest.

Associates are encouraged to ask for guidance about how to apply this policy in advance of giving or receiving a gift or business entertainment. Questions can be directed to your manager or to the Legal Department.

The Code and laws in numerous jurisdictions regulate gifts and entertainment to ensure that such practices do not constitute the direct or indirect provision or receipt of bribes, kickbacks, quid pro quos, or other corrupt practices. Please refer to the “Foreign Corrupt Practices Act and Other Illegal Payments” section of the Code and the firm’s “Compliance Policy and Program Statement Relating to Anti-Bribery Laws and Prohibitions Against Illegal Payments.”

Specific controls are applicable to ERISA plans and certain other regulatory regimes – see “Jurisdictions and Specific Requirements” section.

Gifts

The term “gift” has a broad meaning, including merchandise, gratuities and the use of property or facilities for weekends, vacations, and trips, including transportation and lodging costs, but does not include items of nominal value (defined later in this policy).

General rules for all Associates:

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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 contact’s 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 firm’s logo, which are typically given out at conferences or elsewhere, would generally fall within this exclusion. If an item is to be given in connection with the broker-dealer’s business, its value must not exceed US$50 and the item must have the TRP corporate logo permanently affixed to be exempt from the definition of “gift.”

Personal Gift Exclusion

A personal gift given or received in recognition of a “life event” such as a baby or wedding gift, does not fall within this policy provided the gift is not “in relation to the business of the employer of the recipient.” There should be a pre-existing personal or family relationship between the giver and the recipient. The giver, not the firm, should pay for the gift. In addition, if an Associate is giving a gift in recognition of a life event, the giver must obtain prior approval from his/her supervisor, Business Unit Head if different, and the Chairperson of the Ethics Committee. 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 Associate’s Business Unit for a random draw of an identified group of associates of an appropriate size.

Group Gifts

When a group gift valued at up to US$100 (e.g., chocolate assortment) is sent by a T. Rowe Price Associate, the gift report must identify the name of at least one business contact at the receiving organization. If an Associate or a T. Rowe Price department receives a gift that is valued in excess of the US$100 limit, it can be shared amongst Associates provided no single Associate’s share of the gift exceeds the US$100 limit. Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random draw of an identified group of associates of an appropriate size or donate it to charity.

Recurring Gifts

Tickets or other gifts (including nominal value items) may not be given nor accepted from a business contact or firm on a standing, recurring, or ongoing basis. Supervisors are responsible for monitoring how frequently their Associates receive and give gifts to/from specific business contacts to avoid potential conflicts of interest.

Calculation of Value

Gifts should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of a gift is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

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Business Entertainment

Entertainment must serve a legitimate and appropriate business purpose (“Business Entertainment”). Generally, business entertainment includes meals and sporting events with business contacts (e.g., clients or vendors). Associates should be mindful that business entertainment should generally not be solicited and only accepted after an invitation from your host. Both the Associate and the business contact must be in attendance for an event to be classified as business entertainment. Business entertainment should not be so frequent or so lavish with the same business contact or client, that when viewed in its entirety, it could be viewed as a potential conflict of interest. See “Jurisdictions and Specific Requirements” for additional restrictions on Business Entertainment.

Reporting and Prior Clearance

1.	Business entertainment valued above US$100 per person must be reported.

2.	Business entertainment that exceeds US$250 per person requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

Broker-dealer provision: All meal business entertainment received from broker-dealers above US$100 per person requires prior approval by the Associate’s Manager and must be reported. All non-meal business entertainment received from broker-dealers, regardless of value, requires prior approval by the Associate’s Manager and must be reported. T. Rowe Price (or in some cases, the Associate) will pay or reimburse the broker-dealer for such reported business entertainment.

4.	Business entertainment that includes a guest (e.g., spouse or child) requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit). Keep in mind that the Associate may need to pay for the cost of the guest.

5.	Business entertainment that does not occur in the normal course of business or is an event of national prominence requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).

6.	Business entertainment may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

Each Business Unit will implement procedures to assess and consider relevant factors when determining if approval should be granted in the circumstances requiring prior approval. For example, factors may include the purpose of the meeting, the nature of the event being conducive to conversation, the exclusivity of the event, the frequency of interaction with the business contact and whether T. Rowe Price or the Associate should be bearing some portion or all of the associated cost.

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

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within these reporting thresholds (e.g., less than US$250 per person) but unexpectedly exceeds them, the Associate must promptly report such entertainment to his/her Manager for further discussion. In these limited circumstances and after review by the Associate’s Manager, “post-event” approval by a Region/Segment Head or Business Unit Head (as determined by the Business Unit) will be considered to be in compliance with this policy.

Transportation and Lodging

Generally, the cost of transportation and lodging expenses associated with business entertainment should be borne by the party using the transportation or lodging. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

Active RFPs/Business Transactions

Associates may not entertain key decision makers of a vendor, prospect or current client (or their lead manager consultant) with an active RFP or where material negotiations of specific business or transactions are taking place. Key decision makers are those individuals who have significant influence on the decision related to the RFP or transaction which would include an ERISA plan fiduciary representative. However, meals closely associated with substantive business meetings (i.e., plan reviews, due diligence visits, investment reviews, educational sessions) are permitted.

Large-Scale Events

The cost-per-individual at an event (e.g., industry conference, vendor user conference, investor relations event) is not counted towards US$250 prior approval threshold provided that the conference has a reasonable relationship to the duties of the attending Associate(s) and the expenses for attendance are reasonable in light of the benefits afforded to the firm by such attendance. Associates should keep in mind that if there are separate excursions or other entertainment connected with the large-scale event (e.g., golf outings, boating trips, etc.) then the reporting and prior clearance requirements will apply to these separate events.

Calculation of Value

Business entertainment should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of an event is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

Jurisdictions and Specific Requirements

In addition to the general gift and entertainment rules in this policy, certain jurisdictions or regulators may impose restrictions that are more stringent than the general provisions of this policy. Associates that work in a jurisdiction outside of their primary office jurisdiction are subject to the rules of the jurisdiction with the higher standards. The following sets forth a summary of those restrictions.

TRPIL and Its European Subsidiaries Associates: UK FCA Inducements Rules and Guidance

The FCA Conduct of Business rules requires that gifts and entertainment provided or received must not impair our ability to act in the best interests of our clients. Guidance issued by the FCA notes that business entertainment in the form of sporting events or other social events may not be considered as capable of enhancing the quality of service to clients as they may either not be conducive to business discussions or the discussions could better take place without these activities. The following additional policy requirements apply to T. Rowe Price International Ltd (“TRPIL”) and its European subsidiaries:

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Business Entertainment: All non-meal business entertainment provided or received, regardless of value, and regardless of whether it is provided by a broker-dealer or to or from other third-party business contacts, requires prior approval by the associate’s manager and must be reported. T. Rowe Price (or in some cases, the associate) will pay or reimburse the donor for such reported business entertainment.

In determining approval, the associates’ manager must consider whether the non-meal entertainment is capable of enhancing the quality of service to the client. Spectating at a sporting event or attending a concert or the theatre will not generally be considered to enhance the quality of service to the client and cannot generally therefore be accepted from or given to a third party. Participatory events such as a round of golf may be acceptable upon demonstration by the associate that the event is both conducive to business discussions and ultimately benefits our client. The approval must be clearly documented.

While the reimbursement to the business contact (by T. Rowe Price or the associate) removes the key inducement, there is possibly an intrinsic value in the invitation to an event in that it may not be available to the general public due to its popularity, the associate must be able to clearly demonstrate that the full market value is reimbursed to the business contact in order for their manager to approve.

U.S. - ERISA Covered Plans: US$250 Annual Limit

In accordance with guidance from the U.S. Department of Labor, the annual limit in this policy on gifts and business entertainment provided to an ERISA plan fiduciary representative (including plan advisers serving in a fiduciary capacity) is US$250. All gifts and business entertainment provided to a fiduciary business contact count towards this US$250 annual limit and must be prior approved by the Associate’s Manager or Region/Segment Head (as determined by the Business Unit) to help ensure the annual limit is not exceeded, except as provided below. Note that all gifts and business entertainment provided to a fiduciary business contact are subject to this policy’s reporting and prior clearance rules, even if not counted towards the US$250 annual limit.

1.	Meals provided by Associates to fiduciary business contacts at educational conferences, including T. Rowe Price hosted conferences; do not count towards the US$250 annual limit.

Meals and entertainment provided at educational conferences hosted by T. Rowe Price do not count towards the US$250 annual unit. Note that fiduciary business contacts may be subject to rules pertaining to their acceptance of meals and entertainment at such events. Consult with the Compliance Manager/SME within your business unit to determine your business unit guidelines for reminding recipients of these rules.

3.	Meals provided to fiduciary business contacts and closely associated with substantive business meetings (e.g., plan reviews, due diligence visits, investment reviews, educational sessions) do not count towards the US$250 annual limit.

Expenses for ordinary ground transportation such as taxi ride or courtesy shuttle that are closely associated with a substantive business meeting or an educational conference do not count towards the US$250 annual limit. Transportation expenses associated with relationship-building and other forms of entertainment would count towards the US$250 annual limit.

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Items of nominal value given to fiduciary business contacts are not subject to this policy’s reporting requirements and do not count towards the US$250 annual limit. Generally, items that are less than US$10 are deemed to have nominal value. For the avoidance of doubt, any item that has a value greater than US$10, including items with a corporate logo permanently affixed, count towards the US$250 annual limit and must be reported.

6.	Meals and entertainment provided by a Business Unit Head to a fiduciary business contact for purposes of obtaining market intelligence (and not to support sales activity) do not count towards the US$250 annual limit.

Note that all gifts, business entertainment, and meals given to or attended by guests of the fiduciary business contact(s) (including in the context of an educational conference) count towards the US$250 annual limit for the fiduciary and are subject to this policy’s reporting and prior clearance rules.

Providing services or support (including some types of marketing support) to an ERISA plan fiduciary may be considered a gift. Consult with the Compliance Manager/SME within your business unit for assistance in evaluating whether such services or support would be subject to this policy.

Country and U.S. State Specific Requirements

Countries and U.S. states may adopt rules that govern the provision of gifts and business entertainment. Such rules may impose strict dollar limits or prohibitions on providing gifts and business entertainment which may be more restrictive than this policy. Additionally, these rules may impose increased reporting requirements on Associates. The Legal Department will work with business units to inform them of these jurisdictions’ specific rules.

Reporting

It is ultimately the Associate’s responsibility to properly report gifts and business entertainment, whether given or received, in accordance with each business unit’s reporting procedures. All gifts must be reported within ten business days. All business entertainment must be reported promptly.

All gifts and business entertainment reports will be available for review by Legal & Compliance, including International Compliance, in conjunction with their responsibility to oversee our firm-wide compliance.

The U.S. Department of Labor has established strict gift and entertainment reporting rules relative to ERISA clients. All gifts and business entertainment of US$10 or more accepted from, provided to, or in relation to ERISA clients should be reported under the Associate’s business unit’s procedures.

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

MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel (e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the U.S., the UK, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds, Price ETFs, and other clients.

Purpose of Statement of Policy. As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information. The purpose of this Statement of Policy (“Statement”) is to describe and explain: (i) the general legal prohibitions and sanctions regarding insider trading under U.S. and global regulations and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm’s educational program regarding insider trading. Additionally, the U.S. Insider Trading and Securities Fraud Enforcement Act (“Act”) requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.

Many jurisdictions, including Hong Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information. While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally. There is, however, no substitute for knowledge of local laws and regulations. Employees are expected to understand the relevant local requirements where they work and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal & Compliance Department or the TRP International Compliance Team.

The Basic Insider Trading Prohibition. The “insider trading” doctrine under U.S. securities laws generally prohibits any person (including investment advisers) from:

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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).

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“Need to Know” Policy. All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

Transactions Involving Price Group Stock. You are reminded that you are an “insider” with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable. You are prohibited from trading Price Group stock (TROW) if you are privy to material, non-public information.

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

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Injunctions;

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Treble damages;

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Disgorgement of profits;

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Criminal fines;

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Jail sentences;

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Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and

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Civil penalties for the controlling entity (e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.

In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved. The provisions of U.S. and UK law discussed below, and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal & Compliance Department or the TRP International Compliance Team, as appropriate.

U.S LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

Introduction. “Insider trading” is a top enforcement priority of the U.S. Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Insider Trading and Securities Fraud Enforcement Act:

Written Procedures. Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

Penalties. Imposes severe civil penalties on brokerage firms, investment advisers, their

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management and advisory personnel, and other “controlling persons” who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other “controlled persons.” Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.

Private Right of Action. Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

Bounty Payments. Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC but may not exceed 10 – 30% of the penalty imposed.

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and Fair Disclosure, which are discussed later in this Statement.

Basic Concepts of Insider Trading. The four critical concepts under U.S. law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public and (4) use/possession. Each concept is discussed below.

Fiduciary Duty/Misappropriation. In two decisions, the U.S. Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

The concept of who constitutes an “insider” is broad. It includes officers, directors, and employees of an issuer. In addition, a person can be a “temporary insider” if he or she enters into a confidential relationship in the conduct of an issuer’s affairs and, as a result, is given access to information solely for the issuer’s purpose. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information confidential.

A typical breach of duty arises when an insider purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation’s shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit; that would be enough to find a fiduciary breach.

Court decisions have held that under a “misappropriation” theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

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SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the “misappropriation” theory of insider trading. It states that a “duty of trust or confidence” exists in the following circumstances, among others:

(1)

Whenever a person agrees to maintain information in confidence;

(2)

Whenever the person communicating the material, nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

(3)

Whenever a person receives or obtains material, non-public information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.

Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is “material.” The information need not be so important that it would have changed an investor’s decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

Resolving Close Cases. The U.S. Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

Effect on Market Price. Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

Future Events. The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

Illustrations. The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuer’s own shares; a tender offer for another issuer’s securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

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Illustrations for the STA ETFs. The STA ETF Exemptive Relief provides that, because (unlike traditional ETFs) the STA ETFs do not disclose portfolio holdings daily, the selective disclosure of material nonpublic information, including information other than portfolio information, would be more likely to provide an unfair advantage to the recipient than in other ETFs. Non-public information that could be material to the STA ETFs includes, but is not limited to, current holdings information, investment decisions, and any potential arbitrage deficiencies that could necessitate Board-directed corrective action. This is not an exhaustive list.

Non-Public vs. Public Information. Any information that is not “public” is deemed to be “non-public.” Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their company to: (1) the national business and financial newswire services (e.g. Bloomberg, Thomson Reuters, etc.); (2) the national service (Associated Press); and (3) The New York Times and The Wall Street Journal.

Local Disclosure. An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded but might not be sufficient for an issuer that has a national market.

Information in SEC Reports. Information contained in reports filed with the SEC will be deemed to be public.

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public (i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to allow the information to be fully disseminated. Price Group may also follow Information Barrier procedures, as described on page 4-9 of this Statement.

Concept of Use/Possession. It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while in possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the “possession” standard, as opposed to the “caused” standard, the following three examples are provided:

First, if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

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Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

The SEC has expressed its view about the concept of trading “on the basis of” material, non-public information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is “on the basis” material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale.

A person’s purchase or sale is not “on the basis of” material, non-public information if he or she demonstrates that:

(A)

Before becoming aware of the information, the person had:

(1)

Entered into a binding contract to purchase or sell the security;

(2)

Instructed another person to purchase or sell the security for the instructing person’s account, or

(3) Adopted

a written plan for trading securities.

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

Under Rule 10b5-1, a person other than a natural person (e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not “on the basis of” material, non-public information if it demonstrates that:

•

The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

•

The person had implemented reasonable policies and procedures, taking into consideration the nature of the person’s business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material, non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material, non-public information, or those that prevent such individuals from becoming aware of such information.

Tender Offers. Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

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Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, non-public information to certain persons who would be expected to trade on it. The rule applies only to publicly traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

Under this rule, whenever:

•

An issuer, or person acting on its behalf,

•

Discloses material, non-public information,

•

To securities professionals, institutional investors, broker-dealers, and holders of the issuer’s securities,

•

The issuer must make public disclosure of that same information,

•

Simultaneously (for intentional disclosures), or

•

Promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)

Regulation FD does not apply to all of the issuer’s employees; rather only communication by an issuer’s senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the rule’s coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and “temporary insiders,” such as the issuer’s lawyers, investment bankers, or accountants.

Selective Disclosure of Material, Non-Public Information Related to the STA ETFs. While Regulation Fair Disclosure (“Regulation FD”) does not directly apply to registered open-end funds, it is applicable to the STA ETFs pursuant to the STA ETF Exemptive Relief. The STA ETF Exemptive Relief requires each STA ETF and each person acting on behalf of an STA ETF to comply with and agree to be subject to the requirements of Regulation FD as if it applied to them. In order to align with these requirements, the STA ETFs will comply with the Policy and Procedure for Release of Material Non-Pubic Information Related to the Semi-Transparent ETFs, as well as the T. Rowe Price Mutual Funds and Exchange-Traded Funds Portfolio Information Release Policy with respect to the frequency and timing of dissemination of information to the T. Rowe Price website. If T. Rowe Price employees acting on behalf of the STA ETFs selectively disclose MNPI related to a STA ETF to an external party (other than a service provider subject to confidentiality agreement as described below), the STA ETF must comply with Regulation FD by promptly issuing a press release or otherwise publicly releasing the information just disclosed on a selective basis through a “recognized channel of distribution”.

Expert Network Services. Expert networks may be used by approved investment staff to supplement the investment process. Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies. Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions. A strict approval process is in place for utilizing a new expert network service. Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.

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Information Regarding Price Group.

The illustrations of material information found on page 4-4 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have not intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend was prosecuted, your status as an informant or “tipper” would directly involve you in the case. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to Price Group you should contact the Legal & Compliance Department.

Information Regarding T. Rowe Price Funds, Price ETFs, and Subadvised Funds.

Employees who possess material, non-public information pertaining to a Price Fund, Price ETF, or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the fund’s NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the fund’s NAV, such as a large subscription by an institutional shareholder or a change in the fund’s portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to a Price Fund, Price ETF, or subadvised fund you should contact the Legal & Compliance Department.

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE U.S.

The jurisdictions outside the U.S. that regulate some T. Rowe Price entities have laws in this area that are based on principles similar to those of the U.S. described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you have any concerns about local requirements, please contact the TRP International Compliance Team or the Legal & Compliance Department.

PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate Legal & Compliance Department person or group and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary. The individual may not disclose the information or trade in the security until a determination is made by Legal & Compliance.

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U.S.-based personnel should contact the Legal & Compliance Department and international personnel should contact the International Compliance Team.

Specifically, you may not:

•

Trade in securities to which the material, non-public information relates;

•

Disclose the information to others;

•

Recommend purchases or sales of the securities to which the information relates.

If it is determined that the information is material and non-public, the issuer will be placed on either:

•

A Restricted List (“Restricted List”) in order to prohibit trading in the security by both clients and Access Persons; or&

•

A Watch List (“Watch List”), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier.

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal & Compliance Department and Code Compliance who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if an individual on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact Code Compliance. Code Compliance will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal & Compliance Department.

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 business need to know this information.

Code Compliance will remove the issuer from the Watch List or Restricted List when the information is no longer material or non-public.

Specific Procedures Relating to the Safeguarding of Inside Information.

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted 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;

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•

To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

•

Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

•

Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

•

Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use;

•

Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines should be reviewed before taking any action; and

•

Comply with the Price ETFs Information Barrier policy to safeguard non-public information.

ADDITIONAL PROCEDURES

Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

To ensure that all appropriate personnel are properly informed of and understand Price Group’s policy with respect to insider trading, the following program has been adopted.

Initial Review and Training for New Personnel. All new persons subject to the Code, which includes this Statement, will be given the Code at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.

Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.

Annual Review. All persons subject to the Code receive training on the Code annually.

Acknowledgement of Compliance. All persons subject to the Code will be asked to acknowledge their understanding of an adherence to the Code, including this Statement, on at least an annual basis.

Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal & Compliance Department, or the TRP International Compliance Team as appropriate.

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various UK and other jurisdictions’ laws and regulations, Price Group, the mutual funds (“Price Funds”), and the exchange-traded funds (“Price ETFs”) which its affiliates manage, have adopted this Statement of Policy on Securities Transactions (“Statement”).

Price Advisers’ Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement of Policy. The Statement was developed to help guide Price Group’s employees and independent directors and the independent directors of the Price Funds and Price ETFs in the conduct of their personal investments and to:

•

Eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as inconsistent with our role as a fiduciary;

•

Avoid situations where it might appear that Price Group, Price Funds, or the Price ETFs or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

•

Prevent, as well as detect, the misuse of material, non-public information.

Price Group’s, Price Funds’, and the Price ETFs’ reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds and Price ETFs.

QUESTIONS ABOUT THE STATEMENT. Questions regarding the policy can be directed to Code Compliance ([email protected]).

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EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “Policy”), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

FRONT RUNNING. Front Running is inconsistent with our responsibility to serve the interests of clients. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices affected by client transactions.

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person’s or Non-Access Person’s spouse, minor children, and certain other relatives, as further described on page 5-4 of this Statement. All Access Persons except the independent directors of the Price Funds and Price ETFs are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements and are subject to modified reporting as described on page 5-19. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

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Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships. Partnerships such as Pratt Street Ventures.

Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and its affiliates.

Certain Contingent Workers. These workers include:

•

All contingent workers whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group’s employees (versus project work that stands apart from ongoing work); and

•

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

Exceptions must be approved by Code Compliance ([email protected])

Independent Directors of Price Group, Price Funds, and the Price ETFs. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds and Price ETFs include those directors of the Price Funds and Price ETFs who are not deemed to be “interested persons” of Price Group.

Although subject to the general principles of this Statement, including the definition of “beneficial ownership,” independent directors are subject only to modified reporting requirements (pages 5-20 to 5-22). The trades of the independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS. Certain persons and entities are classified as “Access Persons” under the Code. The term “Access Persons” means:

•

The Price Advisers;

•

Any officer or director of any of the Price Advisers or the Price Funds, including the Price ETFs (except the independent directors of the Price Funds and Price ETFs);

•

Any person associated with any of the Price Advisers, Price Funds, or the Price ETFs who, in connection with his or her regular functions or duties, makes, participates in, obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund, Price ETF, or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds and Price ETFs, or whose functions relate to the making of any recommendations with respect to the purchases or sales.

All Access Persons are notified of their status under the Code.

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Investment Personnel. An Access Person is further identified as “Investment Personnel” if, in connection with his or her regular functions or duties, he or she “makes or participates in making, or is closely associated with personnel who make recommendations regarding the purchase or sale of securities” by a Price Fund, Price ETF, or other advisory client.

The term “Investment Personnel” includes, but is not limited to:

•

Those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);

•

Research and credit analysts;

•

Traders who assist in the investment process; and

•

Support staff who assist in the investment process.

All Investment Personnel are deemed Access Persons under the Code.

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “Non-Access Persons.” If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person.

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First, you are a “beneficial owner” of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another person’s account) of an unrelated person’s or entity’s brokerage account, or are directing another person’s or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

Definition of Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Being the beneficiary of an account, such as a 401(k) or securities account, does not necessarily mean a person is a “beneficial owner” unless one of the following conditions exists.

A person has beneficial ownership in:

•

Securities held by members of the person’s immediate family (e.g. spouse, child, etc.) sharing the same household, although the presumption of beneficial ownership may be rebutted;

•

A person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

•

A person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

5-4

•

A general partner’s proportionate interest in the portfolio securities held by either a general or limited partnership;

•

Certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

•

A person’s right to dividends that are separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then the associated securities accounts become subject to the account reporting requirements outlined on page 5-16.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse or family member (residing with you) has an independent trading program in which you have no input or control. Similarly, if your spouse or family member has investment control over, but not beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either Code Compliance ([email protected]) or the TRP International Compliance Team. Any such request for clarification or interpretations should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Team or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running.

TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the U.S. securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

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Independent Directors of Price Funds or Price ETFs. The independent directors of the Price Funds or Price ETFs are prohibited from owning the stock or other securities of Price Group.

Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day of filing the firm’s earnings release with the SEC. You will be notified quarterly in regards to the controlling (blackout) dates.

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction involving shares of Price Group stock owned beneficially, including any Price Group stock owned in the Employee Stock Purchase Plan (“ESPP”). Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from individual or joint brokerage accounts does not have to receive prior clearance. Prior clearance is required to transfer shares to another person, entity, or trust account.

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be submitted to the myTRPcompliance system.

Gifts. The giving of or receipt of Price Group stock (TROW) must be prior cleared. This includes donation transactions into donor-advised funds such as T. Rowe Price Charitable, as well as any other charitable gifting.

Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. Refer to page 5-26 for a full description of the 60-Day Rule.

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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. To avoid issues with the 60-day rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.


		Access Persons *and* Non-Access Persons *and* the independent directors of Price Group must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership).

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Team or by the financial institution (e.g. broker-dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for three business days from and including the date the clearance is granted (taking into consideration the time zone), unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

Reporting of Disposition of Proposed Transaction. If the transaction request was executed, the Payroll & Stock Transaction Team will receive an electronic or paper confirmation of the transaction and your records will be updated accordingly.

Insider Reporting and Liability. Under current SEC rules, certain officers, directors and 10% stockholders of a publicly traded company (“Insiders”) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

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Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

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Form 4. Any change in the Insider’s ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.

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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 U.S. securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS - ACCESS PERSONS.

Access Persons must obtain prior transaction clearance (approval) before directly or indirectly initiating the purchase or sale of a security in an account in which the Access Person is a beneficial owner (page 5-4). This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Following are exceptions to the prior transaction clearance requirement:

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The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs; and

•

Any Price Adviser is not required to receive prior transaction clearance when T. Rowe Price seed money is deployed to establish a client/product strategy.

Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is affected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker-dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (page 5-266); you are responsible for ensuring your compliance with this rule.

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TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds (page 5-11).

Undertakings for Collective Investments in Transferrable Securities (UCITS). The purchase or redemption of shares in an open-ended European investment fund established in accordance with the UCITS Directive provided that a Price Adviser does not serve as an adviser to the fund.

Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. However, the initial automatic investment does require prior clearance. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction”) must be reported by both Access Persons and non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

Donor-Advised Funds. Transactions within donor-advised funds, such as T. Rowe Price Charitable, do not require prior clearance or reporting. However, a gift of Price Group stock into a donor-advised fund is required to be prior cleared and reported.

U.S Government Obligations. Purchases or sales of direct obligations of the U.S Government.

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality, short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must be reported.

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Cryptocurrency. Transactions in cryptocurrency, such as Bitcoin, Ethereum, etc., do not require prior clearance or reporting. However, transactions in any publicly traded cryptocurrency tracker instrument would require prior clearance and reporting. Participation in Initial Coin Offerings (ICOs) is prohibited.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

Non-T. Rowe Price Exchange-Traded Funds (“ETFs”). Transactions in non-T. Rowe Price ETFs, including non-T. Rowe Price ETFs authorized as UCITS, do not require prior clearance but must be reported. Access Persons are prohibited to transact in inverse/short and narrow ETFs. Short sale transactions in long and narrow ETFs is also prohibited. Access Persons are responsible for their compliance to these two prohibitions. Contact the Code Compliance Team regarding any uncertainty in contemplated ETF transactions. Narrow ETFs include, but are not limited to, those focused on specific industries (e.g. energy, healthcare, financial services, etc.), commodities, currencies, and specific geographical markets (e.g. countries or regions).

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case the ETF protocols apply.

National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account, therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

Pro Rata Distributions. Purchases effected by the exercise of rights issued pro-rata to all holders of a class of securities or the sale of rights so received.

Tender Offers. Purchases and sales of securities pursuant to a mandatory (e.g., the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.

Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person’s spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

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Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse. Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.

Inheritances. The acquisition of securities through inheritance.

Gifts. The giving of or receipt of a security as a gift. However, a gift of or receipt of Price Group stock must be prior cleared.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

Partial Shares Sold. Partial shares held in an account that are sold when the account is transferred to another broker-dealer or to new owner or partial shares sold automatically by the broker-dealer.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable TRP-Advised Funds (“Reportable Funds”) Not Held On A T. Rowe Price Platform. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds and UCITS, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, non-Price ETFs, SICAVs, OEICs, ITMs, AUTs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through subadvised relationships, including any fund holdings offered through retirement plans (e.g., 401(k) plans) other than the T. Rowe Price U.S. Retirement Plan, or as an investment option offered as part of a variable annuity. Legal & Compliance maintains a listing of subadvised Reportable Funds on the TRP Exchange.

Access Persons must inform the Code Compliance Team about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on the T. Rowe Price platform, or in the T. Rowe Price U.S. Retirement Plan, or the T. Rowe Price UK Retirement Schema, the Access Person need not report these transactions directly. In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on page 5-18.

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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 (page 5-18). 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 5-18.

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. Generally, Access Persons are required to obtain prior clearance for all buy and sell transactions in individual stocks, bonds, closed-end funds, private investments, and derivatives (e.g. options, swaps, futures, etc.) of these securities, as well as T. Rowe Price ETFs that you are considered to be the beneficial owner. If the transaction or security is not subject to prior transaction clearance, as outlined in this policy, you should assume that it is subject to the prior clearance requirement unless specifically informed otherwise by the Code Compliance Team or the TRP International Compliance Team.

Among the transactions for which Access Persons must receive prior transaction clearance are:

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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.

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Price ETFs (See the chart in the “TRANSACTIONS IN PRICE ETFs.”

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TRANSACTIONS IN PRICE ETFs. Guidelines specific to the Price ETFs are as follows:


	Access Person	Non-Access Persons	Independent Directors
Must Pre-clear Trades in Price ETFs	YES	NO	NO

Must Post-report Trades in Price ETFs	YES	YES	YES

Subject to 60-day Rule	YES	NO	NO

Subject to Ad hoc Trading Restrictions	YES	NO	YES

Ability to Buy/Sell Price ETFs in the Primary Market	NO	NO	NO

Ability to Sell Short the Price ETFs	NO	NO	NO

Ability to Transact in Options of the Price ETFs	NO	NO	NO

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds and Price ETFs), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described in this policy or determined by the Chairperson of the Ethics Committee, Access Persons must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Team before proceeding.

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Procedures for Obtaining Prior Transaction Clearance for Initial Public Offerings (“IPOs”):

Non-Investment Personnel. Access Persons who are not Investment Personnel (“Non-Investment Personnel”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or their designee. An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

In considering such a request for prior transaction clearance, the Chairperson or their designee will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code. The Chairperson or his or her designee will also consider whether:

The purchase is made through the Non-Investment Personnel’s regular broker;

The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel’s account; and

The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm’s clients have had the opportunity to purchase in the secondary market once the underwriting is completed – commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

Procedures for Obtaining Prior Transaction Clearance for Private Placements:

Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or their designee. This prior clearance provision includes situations involving investment transactions made in small businesses typically sourced through family or friends as well as any other referral source.

A private placement is generally defined as an offering that is exempt from registration by a regulatory authority and sold through a private offering. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement and be regarded as a professional or accredited investor.

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Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or their designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm’s clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm’s investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures for Obtaining Prior Transaction Clearance for All Other Securities Transactions:

Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm’s intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance Team. If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance Employee Trading mailbox. All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover, as well as the intended account in which to transact. Responses to all requests will be made by myTRPcompliance or the Code Compliance Team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

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Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three business days from and including the date the clearance is granted (taking into consideration the time zone), regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., certain transactions through transfer agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Team after prior clearance has been granted, but before entering the order with the executing agent.

Reminder. If you are an Access Person and become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION. Prior transaction clearance will usually not be granted if:

Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

Purchases and Sales within Seven Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to An Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure, as opposed to enhanced, index funds are not considered for this purpose. If all clients have eliminated their holdings in a particular security, the seven-calendar day restriction is not applicable to an Access Person’s transactions in that security.

Company Rating Changes. A change in the rating of a company has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

STA ETF Trading Restrictions. In general, Access Persons and Independent Directors will be restricted/prohibited from transacting in any STA ETF upon notification that it surpasses one of the Corrective Action Thresholds triggering the requirement for an ad hoc ETF Board meeting to evaluate the possible need for corrective measures. Additional situations or events could trigger ad hoc trading restrictions for Access Persons and/or Independent Directors.

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Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or their designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or their designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or their designee may consider in making this determination include:

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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 Price ETFs) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see discussion of beneficial ownership and control concepts on page 5-4) to the following address:

T. Rowe Price

Legal & Compliance Department

Mailcode: OM-2455

P.O. Box 17218

Baltimore, Maryland 21297-1218

T. Rowe Price has established relationships and electronic data feeds with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such confirmations, contract notes, and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.

The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements described at pages 5-20 to 5-22.

If transaction or statement information is provided in a language other than English, the employee should provide an English translation.

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NOTIFICATION OF SECURITIES ACCOUNTS. All persons and all entities subject to this Statement must report their securities accounts upon joining the firm as well as obtain prior approval for all new accounts opened while employed by T. Rowe Price. New T. Rowe Price brokerage accounts do not require prior approval but must be reported. Prior approval is obtained through myTRPcompliance and an instruction for obtaining such approval is located on the Compliance & Ethics page on the Exchange

The independent directors of Price Group, Price Funds, and the Price ETFs are not subject to this requirement.

New Personnel Subject to the Code. A person subject to the Code must report in myTRPcompliance, all existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

Associates do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund; that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

Officers, Directors and Registered Representatives of TRP Investment Services.

FINRA requires each associated person of T. Rowe Price Investment Services to:

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Obtain prior approval for a new 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 TRP Investment Services.

Annual Statement by Access Persons. Every January each Access Person, except an Access Person who is an independent director of the Price Funds or Price ETFs, must file with the firm a list of their accounts as of year-end.

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group and the Price Funds or Price ETFs, who are subject to modified reporting requirements:

Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Team must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred.

What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

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The date of the transaction

•

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

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The number of shares, as applicable

•

The principal amount of each reportable security involved, as applicable

•

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

•

The price of the security at which the transaction was affected

•

The name of the broker, dealer or bank with or through which the transaction was affected

When Reports are Due. You must report a securities transaction within ten business days after the trade date or within ten business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests HELD on the T. Rowe Price Platform or HELD by the TRP UK Retirement Schema. You are required to inform Code Compliance about Reportable Funds and/or T. Rowe Price-advised Section 529 College Savings Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform or held by the TRP UK Retirement Schema. Once you have done this, you do not have to report any transactions in those securities. Your transactions and holdings will be updated and reported automatically to Code Compliance on a periodic basis. You should report your new account via myTRPcompliance (located on the Exchange) when you first establish an account in a Reportable Fund or invest in a T. Rowe Price-advised Section 529 College Savings Plan held on a T. Rowe Price Platform or held by the TRP UK Retirement Plan.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests NOT HELD on the T. Rowe Price Platform. You must notify Code Compliance of any Reportable Fund or T. Rowe Price-advised Section 529 College Savings Plan interests that you beneficially own or control that are held at any intermediary. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services acts as the administrator or record-keeper of that plan. Any transaction in a Reportable Fund or in interests in a T. Rowe Price-advised Section 529 College Savings Plan must be reported by duplicate transaction confirmations and statements sent directly by the intermediary to the Code Compliance Team or by the Access Person directly using the “Securities Transactions” form (located in myTRPcompliance) within 30 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call. This is required even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.

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Reminder. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, the transactions in these securities become subject to the transaction reporting requirements.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS AND PRICE ETFs.

Transactions in Publicly Traded Securities. An independent director of the Price Funds and Price ETFs must report transactions in publicly traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal & Compliance Department to request approval to exempt any such accounts from this reporting requirement.

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange (i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as an independent director of the Price Funds or Price ETFs, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund, Price ETF, or Price advisory client.

Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Team.

Quarterly Reports. If a Price Fund or Price ETF independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Team no later than thirty days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions.

Duplicate Confirmation Reporting. An independent director of the Price Funds or Price ETFs may also instruct his or her broker to send duplicate transaction confirmations directly to the Code Compliance Team.

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

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•

Exercise of Stock Options of a Corporate Employer;

•

Inheritance of a Security;

•

Gift of a Security; and

•

Transactions in Certain Commodity Futures Contracts (e.g., financial indices).

An independent director of the Price Funds or Price ETFs must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds or Price ETFs. An independent director of the Price Funds or Price ETFs shall report to the Code Compliance Team any officership, directorship, general partnership, or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds or Price ETFs.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment partnerships, Pools or Funds). If an independent director of the Price Funds or Price ETFs owns more than ¹⁄₂ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds or Price ETFs owns more than ¹⁄₂ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group. An independent director of the Price Funds or Price ETFs is prohibited from owning the common stock or other securities of Price Group.

Investments in Non-Listed Securities Firms. An independent director of the Price Funds or Price ETFs may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund or Price ETF Boards.

Dealing with Clients. Aside from market transactions effected through securities exchanges, an independent director of the Price Funds or Price ETFs may not knowingly transact with a Price Fund or Price ETF. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund or purchase or sale of any shares of a Price ETF that is a client of any Price Advisers.

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Prior Transaction Clearance Requirements. The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP OR ITS SUBSIDIARIES.

Reporting of Personal Securities Transactions. An independent director is not required to report his or her personal securities transactions, including Price ETFs, (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers’ investment research, recommendations, or transactions. However, each independent director is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records (e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director shall report to the Code Compliance Team any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group or any of its subsidiaries.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director owns more than ¹⁄₂ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director owns more than ¹⁄₂ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Team unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Non-Listed Securities Firms. An independent director should be mindful of potential conflicts of interest associated with transactions and/or ownership of a broker-dealer, underwriter or federally registered investment adviser that is not publicly traded. Directors should consult with the T. Rowe Price Chief Legal Counsel regarding such matters.

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MISCELLANEOUS 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 or Price ETFs, and to all Non-Access Persons:

Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs. These restrictions vary depending upon the person’s status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Person’s individual trades are reported.

Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person’s trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Limit Orders. While limit orders are permitted, Access Persons must be careful using “good until cancelled” orders keeping in mind that prior clearance is valid for three business days. Use of “day” limit orders are encouraged.

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

•

Is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

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•

Involves securities positions that are disproportionate to your net assets.

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account or accounts in a month.

The following rules apply only to Access Persons other than the independent directors of the Price Funds or Price ETFs:

Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “Large Issuer/Volume List”), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar-day period in securities of:

•

Issuers with market capitalizations of $7.5 billion or more, or

•

U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading days in the U.S.

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction. These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, the individual may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

Small Cap Issuer Transactions. Although subject to prior transaction clearance, transactions involving securities of certain small cap issuers may not be approved if there was a ratings change or ratings initiation in the previous 14 calendar days. Small cap issuers are defined as issuers with a market capitalization of $2.0 billion or less.

Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the “Options and Futures” discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

Client Limit Orders. Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

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•

The Access Person’s trade will be entered as a market order; and

•

The client’s limit order is 10% or more away from the market price at the time the Access Person requests prior transaction clearance.

General Information on Options and Futures. If a transaction in the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, including options on future contracts, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations). Similarly, all “over the counter” derivatives transactions (i.e., swaps traded pursuant to an ISDA agreement) must be reported even if the transaction in the underlying instrument would not have to be reported. Transactions in publicly traded options on Price Group stock are not permitted. Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.


		Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see “Closing or Exercising Options Positions”).

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers’ clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers’ clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the U. S. Commodity Futures Trading Commission.

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Closing or Exercising Option Positions. If you are the holder of an option and you intend to close (sell) the option or exercise the option, prior transaction clearance is required. However, if you have written (sold) an option and the option is exercised against you, without any action on your part, no prior transaction clearance is required. A client transaction in the underlying security or any restriction associated with the underlying security may prevent any option transaction from being closed or exercised, therefore Access Persons should be cautious when transacting in options.

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. Short sale transactions in long and narrow ETFs, as well as the Price ETFs are prohibited. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule.

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase (e.g., short sales, sell to open, and other similar transactions) of the same (or equivalent) securities within 60 calendar days. An “equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from Code Compliance prior to initiating the transaction. Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions. The disgorgement of profit does not take into consideration any tax lot accounting associated with the security. It is simply the calculated gain as a result of the buy and sale (or sale and purchase) within the 60-day period.

In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27. Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

The 60-Day Rule “clock” restarts each time the Access person trades in that security.

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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:

•

Any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

•

Any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions;

•

Any transaction in Price Group stock effected through the ESPP (note that the 60-Day rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

•

The exercise of “company-granted” Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

•

Any purchase of Price Group stock through an established dividend reinvestment plan.

Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this rule will be triggered by a proposed transaction, you should contact Code Compliance or International Compliance before requesting prior transaction clearance for the proposed trade. Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff employed by TRPJ may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact International Compliance.

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures.

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than ¹⁄₂ of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to Code Compliance (via the Code of Ethics mailbox), providing the name of the company and the total number of such company’s shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS. All associates subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities

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indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reported to Code Compliance even if these transactions are effected with a speculative investment objective.

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds or Price ETFs, is required by U.S. securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control (“Initial Holdings Report”) (see page 5-4 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report. SEC Rules require that each Initial Holding Report contain, at a minimum, the following information:

•

Securities title;

•

Securities type;

•

Exchange ticker number or CUSIP number, as applicable;

•

Number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership;

•

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

•

The date the Access Person submits the Initial Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds or Price ETFs, is also required to file an Annual Compliance Certification as of December 31 of each year. This report can be completed by using myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or their designee reviews all Annual Compliance Certifications.

SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group, Price Funds, and the Price ETFs. The Ethics Committee, the Code Compliance Team, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

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Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to forfeit any profit realized from any transaction that is in violation of this Statement to the T. Rowe Price Foundation or an approved international non-profit organization. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund or Price ETF with respect to whose securities such violations may have been involved.

Following are sanctions guidelines associated with violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctions guidelines.

First Violation

•

Associate and manager notification, and

•

Associate required to complete online remedial training course.

Second Violation

•

Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,

•

Associate required to complete online remedial training course,

•

Associate required to meet with applicable Chief Compliance Officer and Senior Compliance Manager, and

•

Associate fined according to officer or role guidelines.

Associate

VP TRP Group

Investment

Personnel

Portfolio Manager,
Business Unit Leader,

MC Member

$250

$750

$1,500

Third Violation

•

Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,

•

Chief Executive Officer notified,

•

Associate required to complete online remedial training course,

•

Associate subject to three-month trading prohibition, and

•

Associate fined according to officer or role guidelines.

Associate

VP TRP Group

Investment

Personnel

Portfolio Manager,
Business Unit Leader,
MC Member

$500

$2,000

$5,000

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Fourth Violation

•

Sanctions to be determined by Ethics Committee.

Violations by Independent Directors of Price Funds or Price ETFs. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund or Price ETF Board will impose such sanctions as it deems appropriate.

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

SYSTEMS SECURITY AND RELATED ISSUES

Purpose of Statement of Policy (“Statement”). The central and critical role of computer systems in our firm’s operations underscores the importance of ensuring their confidentiality, availability, and integrity. Our data is an extremely valuable asset and should be protected by all system users. Data within the T. Rowe Price Group network should be considered proprietary and confidential and should be protected as such. This Statement should be read in conjunction with the Statement of Policy on Privacy (page 8-1).

Systems activities and information will be referred to collectively in this Statement as the “Systems”. The Systems include all hardware, software, operating systems, and wired and wireless network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, printers, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage. Information also includes any work products that are created while working at or on behalf of T. Rowe Price and are the exclusive property of T. Rowe Price unless otherwise stipulated.

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet; access to and use of commercial and specialized software programs and systems licensed or developed for the firm’s use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones and tablets. The use, access, or storage of data on non-T. Rowe Price equipment (including but not limited to personally owned or “home” equipment, hotel or business center-supplied devices, web and/or cloud services, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of systems, as appropriate.

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and information.

This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors, cloud services, service providers and contractors, with Price Group systems access.

The Statement has been designed to give associates guidelines to:

•

Maintain and protect the integrity of customer, corporate, and employee confidential information;

•

Prevent the unauthorized use of or access to our firm’s computer Systems;

•

Prevent breaches and the introduction of malicious software; and

•

Respond to incidents and alert management in accordance with defined practices.

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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.

By using the firm’s Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm and do not have any expectation of privacy in connection with the use of the Systems.

SECURITY PRINCIPLES. T. Rowe Price maintains a security organization, with supporting policies, to provide guidance and direction on appropriate security controls to all associates and users. Key principles for end users or associate behavior include:

•

Security Responsibility. Security is everyone’s responsibility at T. Rowe Price.

•

Suspicious Activity. Report all suspicious activity to the Help Desk immediately.

•

Authorized System Users. Access to systems is restricted to authorized users who need access in order to support their business activities. This includes systems that are External to the T. Rowe Price environment.

•

User-IDs and Passwords. Every user is assigned a unique User-ID. Each User-ID has a password that must be kept confidential by the users. Employee IDs and easily deducible information should not be used for passwords. Users will be held accountable for work performed with their User-IDs.

•

Secure Desk / Asset. Sensitive information must be secured and/or locked appropriately when unattended. This includes electronic and physical information.

•

Mobile Assets. All portable computer equipment (e.g., laptops, smart phones, flash drives) containing information that is sensitive must be encrypted and password protected where possible. In the event of loss or theft, contact the Help Desk immediately.

•

Incident Response. T. Rowe Price has the authority, at its own discretion, to disable any ID or activity as needed to respond to a security issue. Efforts will be made to contact presumed owners of these IDs as appropriate; however, IDs may be disabled as part of system or vulnerability management processes.

INTERNET ACCESS AND OTHER ONLINE SERVICES. Accessing the Internet and accessing T. Rowe Price systems from the Internet presents special security considerations due to the nature of the connection and the security concerns present in Internet services. When using Internet access or other online services, the following policies apply:

•

The use of firm Systems is intended for legitimate business purposes and individuals should limit personal use. You may not use the firm’s Systems in any way that might pose a business risk or data privacy risk or in a manner that violates laws.

•

Do not use firm’s Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price.

•

T. Rowe Price may block access to internet sites or emails without prior notice based on potential risk to the firm or for other business reasons.

•

You may not access or download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, streaming media, videos, music, games, or messaging and mail applications.

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•

T. Rowe Price Systems may not be used to remotely control, maintain, or service unauthorized computers or systems. T. Rowe Price systems may not be connected to non-T. Rowe Price networks, as this could lead to system attack/compromise and data loss. Wireless routers and/or hotspots may not be connected to the T. Rowe Price network.

•

No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal & Compliance Department. Internet domain names are assets of the firm and are purchased and maintained centrally. This also includes free account registrations such as those on social networking sites and web email.

•

Only approved Systems and solutions may be used to conduct T. Rowe Price business. The independent use of other technologies, including peer-to-peer file sharing networks or software, web file storage, removeable storage devices (e.g. USB and hard drives), and Instant Messaging, are prohibited as they may not meet regulatory requirements to transfer, monitor and archive electronic communications. No personal email accounts may ever be used to send or receive business or client related communications.

•

Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device Policy or as authorized by management. Non-public customer information may not be stored on personal mobile devices. If personal devices are used to conduct business activities, personal devices and/or content could be requested as part of an investigation or subpoena.

•

The Technology and Recovery Centers are considered sensitive locations and their location should not be publicly disclosed. If asked for their location by clients or others, please direct the inquiry to your manager or the Help Desk for evaluation.

Guidelines for Installing Software. Only approved software is authorized to be installed on Price Group systems. Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk. T. Rowe Price has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group or may pose a security risk.

Downloading or Copying and Remote Printing. Downloading or copying software using T. Rowe Price Systems, including documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems. Downloading or uploading copyrighted materials may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm. Downloading or copying T. Rowe Price data or source code to an unapproved removable storage device is prohibited. Remotely printing T. Rowe Price data from any outside printer (e.g. hotel, home, etc.) is not permitted unless authorized.

PROTECTION FROM MALICOUS CODE. “Malicious code” is computer code that is designed to damage or access software or data on a computer system. T. Rowe Price manages a comprehensive malicious code prevention and control program to protect Systems and data. Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions or by failing to implement recommended precautions may lead to disciplinary actions. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited. Users must comply with the following security practices:

6-3

•

Contact the Help Desk. Immediately contact the Help Desk for anything that appears suspicious or is identified as malicious. The Help Desk will determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.

•

Be Careful when Opening Emails. Carefully review emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Report suspicious emails as soon as feasible.

•

Approved Devices. Only connect devices issued or approved by T. Rowe Price into Systems to reduce the risk of malware infections. This includes, but is not limited to, thumb drives, mobile devices such as smart phones or tablets, and gadgets/novelties powered by USB ports.

•

Maintain Security Settings. Users should not disable virus scanning features, password settings, or other security features for any reason. Failure to maintain updated scanning files is also prohibited.

•

Keep T. Rowe Price Mobile Assets Updated. Users who receive a Price Group technology asset must install updates as instructed by the Help Desk and/or connect the asset to the Price Group network on a regular basis to receive software, application, and operating system security updates.

•

Keep Personal Computer Assets Updated. Users must maintain anti-virus software, application, and operating system security updates on all non-T. Rowe Price or personally owned assets that are used to access the T. Rowe Price network. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.

•

Report Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network to the Help Desk.

CONFIDENTIALITY OF SYSTEM ACTIVITIES AND INFORMATION. System activities and access on Price Group computers is subject to monitoring by firm personnel or others. All such information are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.

Certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers and Corporate Actions Department). These recordings are made for various purposes, such as for quality review, when required by law, recording of instructions, as well as for other business reasons. Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring.

Information, including electronic communications, entered into our firm’s computers but later deleted from the Systems may continue to be maintained for applicable periods on our firm’s back-up repositories or in records retained for regulatory or other purposes.

PARTICIPATION ON SOCIAL MEDIA SITES. Associates are directed to the Social Media Policy located on the Exchange to understand their responsibilities with respect to social media.

QUESTIONS REGARDING THIS STATEMENT. Please contact the Legal & Compliance Department if you have any questions regarding this Statement.

6-4

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

COMPLIANCE WITH ANTITRUST LAWS

Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws (“Statement”) to:

•

Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group’s business; and

•

Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

The Basic U.S. Anticompetitive Activity Prohibition. Section 1 of the U.S. Sherman Antitrust Act (the “Act”) prohibits agreements, understandings, or joint actions between companies that constitute a “restraint of trade”, i.e., that reduce or eliminate competition.

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as “a knowing wink,” as one case says, may be sufficient to establish an illegal agreement under the Act.

The agreed-upon action must be anticompetitive. Some actions are “per se” anticompetitive, while others are judged according to a “rule of reason.”

•

Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

•

Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers’ cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.

There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

Penalties for Violating the Sherman Act. A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorney’s fees. Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations. The maximum fine may be increased to twice the amount conspirators gained from the illegal acts or twice the money lost by the victims of the crime, if either of those amounts is over $100 million.

7-1

Situations in Which Antitrust Issues May Arise. To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds, other commingled vehicles, and investment and retirement services, must be made with the prohibitions of the Act in mind. In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.

Trade Association Meetings and Activities. A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

Permissible Activities:

•

Discussion of how to make the industry more competitive.

•

An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

•

Collective action to petition government entities.

Activities to Avoid:

•

Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

•

Discussion of specific customers, markets, or territories.

•

Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a “boycott”).

Investment-Related Discussions

Permissible Activities:

•

Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer’s stock, or negotiations among creditors of an insolvent or bankrupt company.

•

Competing investment managers are permitted to serve on creditors’ committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

7-2

Activities to Avoid:

•

It is important to avoid anything that suggests involvement with any other firm in any threats to “boycott” or “blackball” new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

Example: After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders’ rights, several investment management complexes organized to protest the state’s action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms’ action led to an 18-month U.S. Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

•

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, notify the Legal Department, which will take whatever further steps are necessary.

Benchmarking. Benchmarking is the process of measuring and comparing an organization’s processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

•

Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

•

The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

•

All proposed benchmarking agreements must be reviewed by the Legal & Compliance Department before the firm agrees to participate in such a survey.

Discussions with Companies

It is acceptable for Price Group personnel to have individual discussions with executives of companies whether or not Price Group advisers have invested in those companies on behalf of investment advisory clients. However, caution should be exercised when having discussions with multiple companies that are in the same industry; particularly companies in concentrated industries. It could create legal issues if an individual or entity that speaks with competing companies passes confidential or sensitive business information between or among those companies. Such indirect exchanges of information could be evidence of collusion among the competing firms and the individual or entity passing the information could be the subject of litigation alleging industry collusion. For the same reason, you should avoid discussions with executives of companies that suggest a common industry

7-3

position on a competitive issue such as prices, supply, capacity, market entry, or product development, especially that you or Price Group is suggesting or endorsing such a common position. If you have questions about the acceptable scope of discussions with companies, contact the Legal & Compliance Department.

Antitrust Restrictions Related to Acquisitions, Mergers and Other Transactions

Basic Restrictions. The U.S. Clayton Act bars any corporate transaction that is likely to substantially lessen competition in a particular market. This law applies not just to mergers, but to any acquisition of stock or assets, regardless of whether it transfers ownership or control. Generally, acquisitions by Price Group and similar entities do not raise issues under the Clayton Act. However, acquisitions of shares in competing companies by active investors who may seek to alter the competitive behavior of the companies they hold can be subject to challenge under the Clayton Act.

Reporting Requirements. Acquisitions of any significant size may be reportable to government antitrust authorities. In general, acquisitions by Price Group advisers on behalf of investment advisory clients are exempt from such requirements so long as the acquisitions are made solely for investment purposes. However, if any Price Group entity or employee seeks to influence the regular business decisions of a company in which Price Group advisers have holdings, the exemption from reporting may not apply. Contact the Legal & Compliance Department if you have any questions.

International Requirements. The UK, European Union (“E.U.”), and several countries in the Asia-Pacific (“APAC”) region have requirements based on principles similar to those of U.S. law. In many cases, the laws of the E.U. are stricter than the laws of the U.S. If you have specific questions about UK, E.U., or APAC requirements, contact the Legal & Compliance Department.

Antitrust Laws Relating to Employment

The U.S. antitrust laws apply to competition among firms to hire employees. An agreement among competing employers to fix the terms of employment for potential hires or to limit employment of another’s employees can subject the firm or individual to civil or criminal enforcement action.

7-4

T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

PRIVACY

Scope and Enforcement

This Policy applies to all T. Rowe Price associates, contractors and directors with respect to all operations carried out globally by T. Rowe Price which involve the processing of personal data.

It is the responsibility of every associate, contractor and director throughout T. Rowe Price to comply with this Policy. Understanding of this Policy is supported through mandatory training for associates and contractors. The principles behind the Policy also are reflected in T. Rowe Price’s Code of Ethics and Conduct, acknowledgement of which is required on an annual basis. Violations of this Policy may constitute grounds for disciplinary actions, up to and including, termination of employment or removal from your position.

T. Rowe Price senior management ultimately is responsible for promoting compliance to this Policy.

Definitions

Data Security Incident means an event that impacts the security (confidentiality, integrity, or availability) of personal data, institutional client data, and/or T. Rowe Price confidential data by:

a. Ending up in an unexpected place, either internal or external to T. Rowe Price,

b. Being accessible in a way that is broader than intended,

c. Being lost or stolen,

d. Being altered in an unexpected or unauthorized way, or

e. Being unavailable in an unexpected or unauthorized way.

Personal Data means any information relating to an individual that identifies the individual or could reasonably be used to identify the individual regardless of the medium involved (e.g., paper, electronic, video or audio) or how it was obtained (e.g., from an application form or through a cookie on a website that can identify an individual). Examples of personal data include contact details, identification numbers, financial data, passwords, IP addresses, pictures, online search history, and geolocation information. As required by applicable law, it also includes sensitive personal data, such as health or medical information, government-issued identification numbers, racial or ethnic origin, political opinions, religious or similar beliefs, trade union memberships, criminal offenses, sexual life information and genetic or biometric data.

The most common sources of personal data relates to clients and associates. While the privacy/data protection laws of countries typically do not extend to entities or non-personal data, we apply appropriate security safeguards to protect information related to clients and other confidential data as defined in this Code.

Processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

8-1

Privacy Principles

T. Rowe Price’s business operations shall be consistent with the following Privacy Principles. These principles are binding across our business.

Lawful Processing. T. Rowe Price collects, uses, and shares personal data where we have lawful grounds and legitimate business reasons for doing so. We are subject to data protection and privacy laws within each of the jurisdictions in which we operate and we undertake to conduct our business in compliance with these laws. We also are committed to helping individuals understand what information we collect, how we use it, the circumstances under which we share it with third parties, and, as applicable, what choices they have. We explain this to clients, associates and business contacts in our privacy notices as required by applicable law. We review our privacy notices regularly to keep them up to date and to ensure they match our internal practices.

Purposes. We collect personal data for legitimate purposes, and we strive to collect only as much personal data as we need to achieve those purposes. Though personal data can help us improve the services we provide, we should leverage it in a manner that is compliant with applicable regulation and consistent with and proportionate to our corporate policies and goals.

Data Accuracy. The firm take steps to ensure that the personal data we hold is accurate, relevant, and, where necessary, kept up to date.

Data Retention and Disposal. We keep personal data to comply with applicable laws and obligations and take steps to ensure the safe destruction or de-identification of personal data when it is no longer required by law to be retained or it is no longer necessary for a legitimate business purpose.

Rights of Individuals. T. Rowe Price is committed to addressing the privacy rights of individuals, as set forth in applicable laws, with respect to our processing of their personal data.

Information Security. We use appropriate technical and organizational measures to keep personal data secure and ensure its integrity, confidentiality and availability across our systems. We regularly evaluate changes in technology and changes in risk and respond as appropriate.

International Transfers of Personal Data. T. Rowe Price is a global business and as such we transfer personal data internationally in the normal course of business. We are committed to maintaining adequate safeguards, as required by applicable laws, to protect the personal data we transfer to a country that is not regarded as having fully equivalent data protection laws.

Accountability. We are all responsible for upholding the Privacy Principles and respecting individuals’ privacy rights. We have a collective and individual duty to protect our clients’, associates’ and business partners’ personal data. In order to create an environment of trust and to comply with applicable laws, all individuals operating within or on behalf of T. Rowe Price are required to comply with our Privacy Principles, including proactively applying Privacy by Design to help us uphold our commitments to the protection of personal data.

8-2

Roles and Responsibilities

While the Privacy Principles apply to all of us at T. Rowe Price, stakeholders at different corporate levels within T. Rowe Price play a role in ensuring overall privacy risk management and data protection compliance.

Every business unit is responsible for:

•

Understanding and implementing this Policy and other applicable internal policies and procedures.

•

Ensuring compliance with the applicable public facing privacy notices, and other privacy commitments.

•

Ensuring the security of the personal data it maintains, including

•

Allowing access to personal data only to those who require access for their job functions.

•

Reporting any known or suspected data security incidents promptly to the Help Desk, option 2 (see Legal & Compliance widget on the TRP Exchange for current international toll-free numbers).

Every associate and contingent worker is responsible for:

•

Applying the Privacy Principles to the collection, use, and sharing of personal data and following our policies, procedures and standards regarding privacy.

Learn how to identify personal data and report any questions to the Global Privacy Office.

Use and share personal data consistent with the purpose(s) for which it was collected.

Ensure that personal data is accurate, relevant, and, where necessary, kept up to date.

Secure personal data (paper and electronic) through appropriate security safeguards against risks such as loss, unauthorized access or use, destruction, modification, or unintended or inappropriate disclosure.

Avoid accessing, collecting or storing personal data that is not necessary for your current job responsibilities.

Dispose of personal data securely. For example; by using shredders or secured shred/recycle bins provided in offices or appropriate electronic erasure.

Remember that personal data belongs to T. Rowe Price and may not be copied, transferred or otherwise removed without permission.

•

Using T. Rowe Price data and equipment appropriately and securely.

Use T. Rowe Price data, systems and equipment for legitimate business purposes only and in accordance with applicable policies, guidelines and instructions.

Use secure transmission protocols when sending personal data outside of T. Rowe Price (e.g., encrypted file transfers and not unencrypted emails or attachments).

Limit internal access to personal data to those with a genuine “need to know,” and limit the amount of personal data to that which is necessary to accomplish the business purpose.

8-3

Do not install or use any unapproved software.

Manage business applications on TRP computers and telecommunications devices in accordance with this Global Privacy Policy and any separate policies of Global Technology for a particular type of device or system.

•

Reporting known or suspected data security incidents.

Report known or suspected data security incidents without delay to the Help Desk (Select option 2 on Help Desk menu) and also follow any internal reporting required within your business unit. Be alert for:

Suspicious activity related to a computer, network, or software application.

Potential or actual loss, misuse, improper access or modification of personal data.

The security of any system or device containing personal data has been compromised.

An incident in which personal data has been accessed, used or disclosed in violation of any applicable policy.

Once submitted, the incident will be investigated, and corrective actions implemented, as necessary or as appropriate.

•

Completing required training.

Complete all required privacy and information security training.

8-4

Exhibit (p)(xix)

LOGO


For Internal Use Only		June 2, 2020


Table of Contents

General Principles			1

Personal Investment Transactions			2

Overview			2
Covered Transactions/Covered Accounts			2
Pre-clearance of Covered Transactions			3
Pre-clearance Process			3
Prohibited Transactions			4
Exempt Securities			7
Exemptive Relief			11

Reporting			12

Personal Investment Reporting			12
Reporting on Opening, Changing or Closing a Covered Account			12
Required Certifications			13

Policy Statement on Insider Trading			14

What You Should Do If You Have Questions About Inside Information?			14
TCW Policy on Insider Trading			15
Trading Prohibition			15
Communication Prohibition			16
What is Material Information?			16
What is Non-Public Information?			17
Examples of How TCW Personnel Could Obtain Inside Information and What You
Should Do In These Cases			17
Board of Directors Seats or Observation Rights			17
Deal-Specific Information			18
Participation in Rapid Fire Capital Infusions			19
Overview			19
What Should You Do?			19
What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?			19
Creditors’ Committees			20
Information about TCW Products			20
Contacts with Public Companies			20
Expert Networks			21


		i


What Is The Effect Of Receiving Inside Information?			21
Does TCW Monitor Trading Activities?			22
Penalties and Enforcement by SEC and Private Litigants			22
Ethical Wall Procedures			22
Identification of the Walled-In Individual or Group			23
Isolation of Information			23
Restrictions on Communications			23
Restrictions on Access to Information			24
Trading Activities by Persons within the Wall			24
Termination of Ethical Wall Procedures			24
Maintenance of Restricted List			25
Exemptions			25

Gifts & Entertainment: Anti-Corruption Policy			26

Gifts			26
Entertainment or Similar Expenditures			27
Gifts, Entertainment, Payments & Preferential Treatment			27
Foreign Corrupt Practices Act (FCPA)			32
Statement of Purpose			33
Scope			33
Prohibited Conduct			33
Health or Safety Exception			34
Third Party Representatives			34
Red Flag Reporting			35
Mandatory Reporting			36
Books and Records			36

Outside Business Activities			37

General			37
Obtaining Approval/Reporting			37

Political Activities & Contributions			38

Introduction			38
General Rules			38
Fundraising and Soliciting Political Contributions			38
Rules Governing Firm Contributions and Activities			39
Federal Elections			39


		ii


Contributions to State and Local Candidates and Committees			39
Political Activities on Firm Premises and Using Firm Resources			39
Federal, State, and Local Elections			39
Rules for Individuals			40
Responsibility for Personal Contribution Limits			40
Pre-Approval of all Political Contributions and Volunteer Activity			40
New Hires			41
Participation in Public Affairs			41

Other Employee Conduct			42

Personal Loans			42
Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm			42
Disclosure of a Direct or Indirect Interest in a Transaction			42
Corporate Property or Services			43
Use of TCW Stationery			43
Giving Advice to Clients			43

Confidentiality			44

Sanctions			45

Reporting Illegal or Suspicious Activity - “Whistleblower Policy”			46

Policy			46
Procedure			46

Glossary			48


		iii

General Principles

The TCW Group, Inc. is the parent of several companies that provide investment advisory services. As used in this Code of Ethics or Code, the “Firm” or “TCW” refers to The TCW Group, Inc., TCW Advisors, and controlled affiliates.

This Code is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to the Firm’s clients. In consideration of this you must:

•

Protect the interests of the Firm’s clients before looking after your own.

•

If you know that an investment team is considering a transaction in a security, don’t trade that security.

•

Never use opportunities provided for the Firm’s clients by brokers or others for your personal benefit.

•

Avoid actual or apparent conflicts of interest in conducting your personal investing.

•

Never trade on the basis of client information, or otherwise use client information for personal benefit.

•

Maintain the confidentiality of all client financial and other confidential information. Loose lips sink ships.

•

Comply with all applicable securities laws and Firm policies, including this Code.

•

Communicate with clients or prospective clients candidly.

•

Exercise independent judgment when making investment decisions.

•

Treat all clients fairly.

In addition to the above fiduciary requirements, Officers, directors and employees of the Firm are prohibited from violating the laws of the United States, including but not limited to, the applicable federal and state securities laws. These provisions prohibit any manipulative conduct in connection with transactions in Securities in the marketplace:

•

Employing any device, scheme or artifice to defraud;

•

Making any untrue statement of a material fact, or omitting to state a material fact necessary in order to make the statements made not misleading, in connection with the offer, purchase, or sale of Securities; or

•

Engaging in any action, transaction, practice or course of business that would operate as a fraud or deceit upon any person.

When in doubt, call the General Counsel, the Chief Compliance Officer, or any member of the Compliance or Legal Department before taking action. We are here to help. The reputation that TCW has built through decades of hard work can be destroyed by a single action. As an Access Person, you are responsible for safeguarding the reputation of TCW.

Violations of this Code constitute grounds for disciplinary actions, including immediate dismissal.


				1

Personal Investment Transactions

Overview

The first part of this policy restricts your personal investment activities to avoid actual or apparent conflicts of interest with investment activities on behalf of clients of the Firm. The second part addresses reporting requirements for personal investing. You must conduct your personal investment activities in compliance with these rules.

Any questions about this policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or [email protected].

All Securities trading by Access Persons and Covered Persons is monitored and reviewed. If patterns arise or it is determined that trading during the course of normal operations is of such a level as to interfere with the Person’s work performance or responsibilities, create any actual or apparent conflict of interest, negatively impact the operations of TCW or violate any Firm policy, limits may be imposed. The Person may be notified by his/her supervisor, or such other appropriate officer(s) that there is a trading issues, and that trading restrictions and/or other disciplinary action, as appropriate, may be implemented.

Every Covered Person should be familiar with the requirements of this policy. Contact the Administrator of the Code of Ethics to send each Covered Person a copy of this policy.

Covered Transactions/Covered Accounts

This policy covers investment activities (“Covered Transactions”) (i) by any Access Person or Covered Person in a Covered Account, or (ii) in any account in which any Access Person has a “beneficial interest”.

An Access Person has a “beneficial interest” in an account if that Access Person:

•

has benefits substantially equivalent to owning the Securities or the account,

•

can obtain ownership of the Securities in the account within 60 days, or

•

can vote or dispose of the Securities in the account.

Any account of an Access Person or Covered Person is a “Covered Account.” Covered Accounts include any personal trading account in which you have a beneficial interest. A representative list of such accounts includes:

–

Brokerage accounts (i.e. individual, joint, trust, custodial); Individual Retirement Accounts (all types); DRIPs, profit sharing, and any other account/vehicle that have the ability to trade any non-exempt investment product.


				2

–

401(k) and 529 Plans accounts that provide the ability to trade any non-exempt investment product.

Please note: If the accounts hold MetWest or TCW funds, these accounts require reporting as well.

Accounts held directly at mutual funds are exempt unless the account holds MetWest or TCW funds.

–

A relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

This includes accounts for relatives in the same household (residence).

–

Direct investments in private funds.

Violations of this policy by a Covered Person will be treated as violations by you.

Pre-clearance of Covered Transactions

Generally, all trading by Access Persons and Covered Persons requires pre-clearance. Exempt securities are listed in this Code of Ethics.

Pre-clearance Process

Pre-clearance is required for any non-exempt security. For example:

•

Stocks

•

Options

•

ETFs, Closed-end Funds

•

Private placements/securities/funds

•

Any other investment product not listed on the Exempt securities list in the Code of Ethics

Pre-clearance expires at 1:00 p.m. Los Angeles time (4:00 p.m. New York time) on the next business day after approval has been received. If your order has not been executed by the next business day after approval, it should be canceled and a new pre-clearance obtained.

For marketable securities and Private Placement pre-clearance, log on to StarCompliance and file the required preclearance form at https://tcw-ng.starcompliance.com/Auth/Login

Outside Fiduciary Accounts and Non-Discretionary Accounts require special procedures. Contact the Administrator of the Code of Ethics.


				3

Prohibited Transactions

The following activities are prohibited and pre-clearance will generally not be available.



Prohibited Transaction	Exceptions/Limitations	Consequences/Comments

Transacting in a Security that the Firm is trading for its clients	Exception: Permitted once the Firm’s trading is completed or cancelled	Portfolio managers may accumulate a position in a particular security over a period of time. During such accumulation period, permission to trade in such a security will generally not be granted.

Transacting in a security that the Access Person knows is under consideration for trading by the Firm for its clients

Acquiring any Security in an IPO	Exception: Permitted if the Security is an Exempt Security. See chart below.

Acquiring an interest in a 3^rdparty registered investment company advised or sub-advised by the Firm	Exception: TCW sub- advised ETFs are permitted, but, as with all ETFs, must still be pre-cleared and reported as stated below.	See Prohibited Third-Party Mutual Fund List under Forms on myTCW.


				4

Additional Restrictions for Certain Investment Personnel

In addition to the foregoing prohibited transactions, the following are prohibited for the Investment Personnel indicated below.



Prohibited Transaction	Applies to	Consequences/Comments

Profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within 60 calendar days.	• Investment Personnel • Members of Investment Compliance	Transactions will be matched using a LIFO system. Profits from the sale or purchase of a security obtained within 60 days of the exercise of written call or put options are subject to the rule prohibiting such transactions for Investment Personnel. All profits of prohibited trades are subject to disgorgement Exceptions: • Exempt Securities • ETFs (Though exempt from this rule, ETFs still must be pre-cleared through StarCompliance) • Transactions in derivatives linked to ETFs such as options on ETFs must be pre-cleared and are not exempt from this rule.

Purchasing or selling a Security in the 5 business days BEFORE that Security is bought or sold on behalf of a Firm client (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that	• Prohibited for Investment Personnel related to the client account in which the Security is transacted. • Members of Investment Compliance	• All prohibited transactions will generally be reversed; and • all profits are subject to disgorgement. Exceptions: • Stock transactions resulting from the forced exercise of a


				5


do not involve any investment decision), in any • Covered Account, or • Outside Fiduciary Account		call or put option that you have written

Purchasing a Security in the 5 business days after that Security is sold on behalf of a Firm client, or selling a Security in the 5 business days AFTER that Security is purchased on behalf of a Firm client (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any • Covered Account, or • Outside Fiduciary Account	• Prohibited for Investment Personnel related to the client account in which the security is transacted. • Members of Investment Compliance	• All prohibited transactions will generally be reversed; and • all profits are subject to disgorgement. Exceptions: • Stock transactions resulting from the forced exercise of a call or put option that you have written

Purchasing or selling any Security in the 5 business days AFTER a TCW-advised or sub-advised registered investment company buys or sells the Security (except for account rebalancings to maintain proportions after cash receipts, redemptions, or the like, that do not involve any investment decision), in any • Covered Account, or • Outside Fiduciary Account	• Prohibited for Investment Personnel involved in managing funds for the registered investment company • Members of Investment Compliance	• All prohibited transactions will generally be reversed; and • all profits are subject to disgorgement. Exceptions: • Stock transactions resulting from the forced exercise of a call or put option that you have written

Purchasing or selling any Security in a manner inconsistent with any recommendation made by that research analyst less than 30 days prior to the proposed purchase or sale	• Prohibited for any Analyst or Researcher	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.


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Recommending any Security for purchase by the Firm, including writing a research report advocating for the purchase of a Security, where such individual also holds such Security in a Covered Account.	• Prohibited for any portfolio manager, Researcher or Analyst, unless they have held such Security for at least three months prior to the recommendation or drafting of the research report.	• All prohibited transactions must be reversed; and • all profits are subject to disgorgement.

Exempt Securities

Pre-clearance is generally not required for Exempt Securities. The following table identifies Exempt Securities and summarizes any pre-clearance and reporting requirements that apply.



Types of Exempt Securities	Pre-clearance Required?	Reporting Required?	Limitations/Comments

MetWest or TCW Fund in a Firm or Non-Firm Account	No	Yes	Compliance with frequent trading rules required.

U.S. Government Securities (including agency obligations)	No	No

Investment-grade rated Securities issued by any State, Commonwealth or territory of the United States, or any political subdivision or taxing authority thereof	No	Yes

Bank certificates of deposit or time deposits	No	No

Bankers’ Acceptances	No	No


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Investment grade debt instruments with a term of 13 months or less, including commercial paper, fixed-rate notes and repurchase agreements	No	Yes	Ask the Legal Department for clarification if any questions.

Shares in money market mutual funds or a fund that appears on the exempt list.	No	No

Shares in open-end investment companies not advised or sub- advised by the Firm. (ETFs and closed-end funds are not exempt and require pre- clearance)	No	No* *MetWest and TCW funds require reporting	See Prohibited Third- Party Mutual Fund List under Forms on myTCW.

Investments in the S&P 500 CIT product within the TCW 401(k) Plan	No	No

Shares of unit investment trusts that are invested exclusively in mutual funds not advised by the Firm.	No	No

Futures and Non-Financial Commodities	No	Yes

Municipal bonds traded in the market	No	Yes	No


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Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent that such rights were acquired from such issuer, and sales of such rights were so acquired.	No	Yes

Securities where the Firm acts as an adviser or distributor for the investment, offered in: • A hedge fund; • Private Placement; or • Other Limited Offerings	No	Yes	Firm already must approve in order to invest, which serves as pre-clearance.

Interests in Firm-sponsored limited partnerships or other Firm-sponsored private placements, including those that that are • Estate planning transfers • Court-ordered transfers	No	Yes	Firm already must approve in order to invest, which serves as pre-clearance.

Securities acquired or sold in connection with the involuntary exercise or assignment of an option.	No, unless you voluntarily exercise an option.	Yes, securities received must be reported.	Profits from the sale or purchase of a security obtained within 60 days of the exercise of written call or put options are subject to the rule prohibiting such transactions for Investment Personnel.

Ownership Interests in Clipper Holding, LP	No	No

Ownership Interests in TCW Owners, LLC	No	No


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Exemptive Relief

To seek approval for a Code of Ethics exemption, contact the Administrator of the Code of Ethics. The Administrator of the Code of Ethics will require a written statement indicating the basis for the requested approval, and coordinate obtaining the approval of the Approving Officers. The Approving Officers have no obligation to grant any requested approval or exemption.

The Approving Officers also may, under appropriate circumstances, grant exemption from Access Person status to any person.


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Reporting

Personal Investment Reporting

TCW receives automated feeds from many major brokers (“Linked Brokers”). If your broker is not a Linked Broker, you must ensure that TCW receives duplicate broker statements. The Administrator of the Code of Ethics can inform you if your broker is a Linked Broker, and set up your account for automated feed. If your broker is not a Linked Broker, the Administrator of the Code of Ethics can assist you with a release letter (“407 letter”) to allow TCW to receive duplicate statements. Corporate actions such as mergers, purchases and sales, spin-offs, stock splits, stock-on-stock dividends and like activities must also be reported unless made through an account with a Linked Broker. In addition, Access Persons must timely file all reports for all transactions as provided in the tables below. Transactions that must be reported include opening, closing or changing Covered Accounts.

Reporting on Opening, Changing or Closing a Covered Account

Brokerage Accounts: You must use the StarCompliance, http://tcw.starcompliance.com, system to enter information about each Covered Account:


Activity	Comments	Exceptions
• Upon becoming an Access Person • Upon opening a new Covered Account while you are an Access Person	Updates must occur within 30 days of the event	You are not required to report or enter information for: • Outside Fiduciary Accounts • Accounts that can only invest in open end mutual funds *Accounts holding MetWest and TCW funds require reporting

• Upon closing, or making any change to a Covered Account while you are an Access Person	Updates must occur within 30 days of the event	N/A

Separate Accounts: You must obtain pre-clearance from your group head and the Approving Officers to open a personal separately managed account at the Firm.


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Required Certifications

Reports are filed online at http://tcw.starcompliance.com.

If you will not be able to file a report on time, contact the Administrator of the Code of Ethics prior to the filing due date.


Certification	When Due	Additional Requirements
Initial Holdings Report	Within 10 days after becoming an Access Person	Include all securities except Exempt Securities Include all Covered Accounts. Holdings must be current no earlier than 45 days before you became an Access Person

Quarterly Report of Personal Investment Transactions	By each January 15, April 15, July 15 and October 15	Must be filed even if there were no transactions during the period.

Annual Holdings Report	By January 31 of each year	Same as Initial report, except that holdings must be current as of December 31 of the prior year.

Annual Certificate of Compliance	By January 31 of each year

Report on Outside Activities (Includes, among other activities, Directorships, Officerships, Creditor Committees, Board Observation Rights and Employment)	4^thquarter of each year


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Policy Statement on Insider Trading

Members of the Firm occasionally come into possession of material, non-public information or “inside information”. Various laws, court decisions, and general ethical standards impose duties with respect to the use of this inside information.

The SEC rules provide that any purchase or sale of a security while “having awareness” of inside information is illegal regardless of whether the information was a motivating factor in making a trade.

Courts may attribute one employee’s knowledge of inside information to other employees that trade in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability.

The risks in this area can be significantly reduced through the use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (see defined term “Ethical Walls”).

See the Reference Table below if you have any questions on this Policy or who to consult in certain situations.

What You Should Do If You Have Questions About Inside Information?


Topic		You Should Contact:
If you have a question about:		The Legal Department

• The Insider Trading Policy in general

• Whether information is “material” or “non- public”

• If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)

• Whether you have received material non-public information about a public company

• Obtaining deal-specific information (pre-clearance is required)


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Topic		You Should Contact:
• Sitting on a Creditors’ Committee (preapproval is required)

• Need to have an Ethical Wall established

• Terminating an Ethical Wall

• Section 13/16 issues

• Who is “within” or “outside” an Ethical Wall

• If you wish to serve on a Board of Directors, serve as an alternate on a Board, serve as a Board Observer or sit on a Creditors Committee (Pre-approval is required)		Administrator of the Code of Ethics

In the event of inadvertent or non-intentional disclosure of material non-public information		The Legal Department

TCW Policy on Insider Trading

Trading Prohibition

•

No Access Person of the Firm, either for themselves or on behalf of clients or others, may buy or sell a security (i.e., stock, bonds, convertibles, options, warrants or derivatives tied to a company’s securities) while in possession of material, non-public information about the company (except as listed in Deal-Specific Information below).

•

This applies in the case of both publicly traded and private companies.

•

This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

If you believe you have received oral or written material, non-public information, you should not discuss the information with anyone except the Legal Department. Do not discuss the information with your supervisor, department head or any other individual who is on your team.


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Communication Prohibition

No Access Person may communicate material, non-public information to others who have no official need to know. This is known as “tipping,” which also is a violation of the insider trading laws, even if you as the “tipper” did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

Remember that TCW Mutual Funds are publicly traded entities and you may be privy to material non-public information regarding those entities. Communicating such information in violation of the Firm’s policies is illegal.

The prohibition on sharing material, non-public information extends to affiliates such as the Carlyle entities.

What is Material Information?

Information (whether positive or negative) is material:

•

When a reasonable investor would consider it important in making an investment decision or

•

When it could reasonably be expected to have an effect on the price of a company’s securities.

Some examples of Material Information are:

•

Earnings results, changes in previously released earnings estimates, liquidity problems, dividend changes, defaults,

•

Projections, major capital investment plans,

•

Significant labor disputes,

•

Significant merger, tender offers, secondary offerings, rights offerings, spin-off, joint venture, stock buy backs, stock splits or acquisition proposals or agreements,

•

New product releases, price changes, schedule changes,

•

Significant accounting changes, credit rating changes, write-offs or charges,

•

Major technological discoveries, breakthroughs or failures,

•

Major contract awards or cancellations, significant regulatory developments (e.g. FDA approvals),

•

Governmental investigations, major litigation or disposition of litigation, or

•

Extraordinary management developments or changes.

Because no clear or “bright line” definition of what is material exists, assessments sometimes require a fact-specific inquiry. If you have questions about whether information is material, direct the questions to the Legal Department.


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What is Non-Public Information?

Non-public information is information that:

•

Has not been disseminated broadly to investors in the marketplace, such as a press release or publication in the Wall Street Journal or other generally circulated publication; or

•

Has not become available to the general public through a public filing with the SEC or some other governmental agency, Bloomberg, or release by Standard & Poor’s or Reuters.

Examples of How TCW Personnel Could Obtain Inside Information and What You Should Do In These Cases

Examples of how a person could come into possession of inside information include:

Board of Directors Seats or Observation Rights

•

Most public companies have restrictions on trading by Board members except during trading window periods.

•

Anyone who wishes to serve on a Board of Directors or as a Board Observer must seek pre-approval and complete the Outside Business Activity Form that is posted on myTCW and submit it to the Administrator of the Code of Ethics who will coordinate the approval process.

•

If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Ethical Wall and/or restricted securities listing can be made.

Portfolio Managers:

•

Sitting on Boards of public companies in connection with an equity or fixed income position that they manage; or

•

Having the intent to control or work with others to attempt to influence or control a company.

•

Working with expert network consultants who were recent employees of a company involving a major transaction.

Should be mindful of:

•

SEC filing obligations under Section 16 of the Exchange Act

•

“Short swing profits” restrictions and penalties related to purchases and sales of shares held in client accounts within a 6-month period.

The Legal Department should be consulted in these situations.


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Deal-Specific Information

Employees may receive inside information for legitimate purposes such as:

•

In the context of a direct investment, secondary transaction or participation in a transaction for a client account

•

In the context of forming a confidential relationship

•

Receiving “private” information through on-line services such as Intralinks.

This “deal-specific information” may be used by the department to which it was given for the purpose for which it was given. This type of situation typically arises in:

•

mezzanine financings,

•

loan participations, bank debt financings,

•

venture capital financing,

•

purchases of distressed securities,

•

oil and gas investments, and

•

purchases of substantial blocks of stock from insiders.

It should be assumed that inside information is transmitted whenever:

•

A confidentiality agreement is entered into;

•

An oral agreement is made or an expectation exists that you will maintain the information as confidential; or

•

There is a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship.

There is a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Remember that even if the transaction for which the deal-specific information is received involves securities that are not publicly traded, the issuer may have other classes of traded securities, and the receipt of inside information can affect the ability of other product groups at the Firm to trade in those securities.

If you are to receive any deal-specific information or material, non-public information on a company (whether domestic or foreign), contact the Legal Department, who then will implement the appropriate Ethical Wall and trading procedures.


				18

Participation in Rapid Fire Capital Infusions

Overview

From time to time, public companies may seek rapid-fire capital infusions of capital from institutional investors. In the past, these have involved investment banks contacting potential investors, often over the weekends, on a pre-announcement basis.

What Should You Do?

If you work with marketable security strategies and you receive a call to participate in an offering before it is publicly announced, please contact the Legal Department, General Counsel or Chief Compliance Officer. Do not ask the name of the company that is the subject of the financing or agree to any confidentiality or standstill agreements. Otherwise, you may restrict trading in your and other portfolios and the Firm. Your email should include the contact information for the person who contacted you.

What Are The Ramifications For Participating In A Rapid Fire Capital Infusion?

Historically, the Firm’s marketable securities strategies have not received material non-public information and have relied solely on public information. Some of the ramifications of your participating in a rapid fire capital infusion are:

•

Your accounts will be restricted for the company in question as soon as you learn about the name of the company, even if you decide not to participate. There is no ability to preview the names because just knowing about the potential transaction is in itself material non-public information.

•

A restriction in a name could last for a period of time and that period cannot be predicted in advance. In many cases, it may be a fairly short period (a week or so).

•

You will need to be available or designate someone in your portfolio management group to be fully available at night and possibly over the weekend to consider the transaction(s).

If your group decides to participate in the offering, the Legal Department will work with your group to implement appropriate Ethical Wall procedures with the goal of ensuring that others at the Firm who do not have the information will not be frozen in their trading securities of the issuer. The shares of the company at issue will be restricted in accounts managed by your group and possibly others at the Firm until after the terms of the financing (or other material non-public information) are publicly announced.


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Creditors’ Committees

Members of the Firm may be asked to participate on a Creditors’ Committee which is given access to inside information. Since this could affect the Firm’s ability to trade in securities in the company, before agreeing to sit on any Creditors’ Committee, contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Ethical Wall can be established and/or restricted securities listings can be made.

Information about TCW Products

Employees could come into possession of inside information about the Firm’s limited partnerships, trusts, and mutual funds that is not generally known to their investors or the public. The following could be considered inside information:

•

Plans with respect to dividends, closing down a fund or changes in portfolio management personnel

•

Buying or selling securities in a Firm product with knowledge of an imminent change in dividends or

•

A large-scale buying or selling program or a sudden shift in allocation that was not generally known

Disclosing holdings of the TCW Mutual Funds on a selective basis could also be viewed as an improper disclosure of non-public information and should not be done. The Firm currently discloses holdings of the TCW Mutual Funds to the general public and investors through tcw.com on a monthly basis. This disclosure may occur on or prior to the 15th calendar day following the end of that month (or, if the 15th calendar day is not a business day, the next business day thereafter). Disclosure of these funds’ holdings at other times, where a general disclosure has not yet been made through tcw.com, requires special confidentiality procedures and must be pre-cleared with the Legal Department (See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure).

In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the Legal Department or General Counsel. The Legal Department should notify the Administrator of the Code of Ethics of this type of inside information so that appropriate restrictions can be put in place.

Contacts with Public Companies

Contacts with public companies are an important part of the Firm’s research efforts coupled with publicly available information. Difficult legal issues arise when an employee becomes aware of material, non-public information through a company contact. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further trading conduct.


				20

If an issue arises in this area, a research analyst’s notes could become subject to scrutiny. Research analyst’s notes have become increasingly the target of plaintiffs’ attorneys in securities class actions.

The SEC has declared publicly that they will take strict action against what they see as “selective disclosures” by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain inside information and become restricted or not receive such information.

If an analyst or portfolio manager receives what he or she believes is inside information and if you feel you received it in violation of a corporate insider’s fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with the Legal Department.

Expert Networks

The Firm may, from time to time, execute agreements with companies that provide access to a group of professionals, specialized information or research services (“Expert Networks”). In such circumstances, Expert Networks are engaged to provide authorized TCW employees with information that may be helpful in TCW understanding an industry, legislative initiatives, and many other important topical areas. However, TCW is mindful of the fact that Expert Networks present significant legal, compliance and regulatory risks concerning the receipt and transmission of materially non-public information. Given this inherent risk, TCW requires that the compliance policies of each Expert Network are reviewed and approved by our Compliance Department prior to entering into an agreement for services. Furthermore, the Firm requires that each employee who wishes to participate in an Expert Network read and confirm their understanding of the Firm Expert Network Guidelines, as well as complete an Insider Trading training module to ensure that they understand the Firm policies regarding material non-public information and insider trading.

What Is The Effect Of Receiving Inside Information?

Any person actually receiving inside information is subject to the trading and communication prohibitions discussed above. However, restrictions may extend to other persons and departments within the company. In the event of receipt of inside information by an employee, the Firm generally will:

Establish an Ethical Wall around the individual or a select group or department, and/or place a “firm wide restriction” on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm, whether for a client or personal account unless there is specific approval from the Compliance or Legal Departments.


				21

In connection with the Ethical Wall protocol, those persons falling within the Ethical Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Ethical Wall, the communication prohibition discussed above. The breadth of the Ethical Wall and the persons included within it will be determined on a case-by-case basis. In these circumstances, the Ethical Wall procedures are designed to “isolate” the inside information and restrict access to it to an individual or select group to allow the remainder of the Firm not to be affected by it.

In any case where an Ethical Wall is imposed, the Ethical Wall procedures discussed below must be strictly observed. Each Group Head is responsible for ensuring that members of his or her group abide by these Ethical Wall procedures in every instance.

Does TCW Monitor Trading Activities?

Yes, TCW monitors trading activities through one or more of the following:

•

Conducts reviews of trading in public securities listed on the Restricted Securities List.

•

Surveys client account transactions that may violate laws against insider trading and, when necessary, investigates such trades

•

Conducts monitoring of the Ethical Walls.

•

Reviews personal securities trading to identify insider trading, other violations of the law or violations of the Firm’s policies.

•

Obtains securities holding and transaction reports as required by SEC rules and regulations.

Penalties and Enforcement by SEC and Private Litigants

Insider trading violations subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm. Violations constitute grounds for disciplinary sanctions, including dismissal.

The SEC pursues all cases of insider trading regardless of size and parties involved. Penalties for violations are severe for both the individual and possibly his or her employer. The regulators, the market and the Firm view violations seriously and there can be significant fines, jail time and lawsuits.

Ethical Wall Procedures

The SEC has long recognized that procedures designed to isolate inside information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of such inside information to an entire company. These types of procedures are known as Ethical Wall procedures. In those situations where the Firm believes inside information can be isolated, the following Ethical Wall procedures would apply. These Ethical Wall procedures are designed to “quarantine” or “isolate” the individuals or select group of persons with the inside information within the Ethical Wall.


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Identification of the Walled-In Individual or Group

The persons subject to the Ethical Wall will be identified by name or group designation. If the Ethical Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Ethical Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors’ Committee, serving on a Board in a capacity related to the Firm’s investment activities, or receiving deal-specific information, the walled-in group generally will refer to the group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Ethical Wall is fact-specific and must be made by the Legal Department, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important. If you are in a group where you expect to continuously receive material non-public information as part of its strategy, a global Ethical Wall may be required to be imposed on the department.

Isolation of Information

Fundamental to the concept of an Ethical Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate.

If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the Legal Department, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as “inside the wall” and will be subject to all Ethical Wall restrictions in this policy.


				23

Restrictions on Access to Information

The files, computer files and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group.

Trading Activities by Persons within the Wall

Persons within the Ethical Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions except:

•

Where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given (Note that if the transaction is a secondary trade (vs. a direct company issuance), the Legal Department should be consulted to determine any disclosure obligations to the counterparty, and

•

In connection with a client directed liquidation of an account in full provided that no confidential information has been shared with the client. The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such liquidation that no confidential information was shared with the client.

Termination of Ethical Wall Procedures

When the information that is the subject of the Ethical Wall has been publicly disseminated, a confidentiality agreement expires and information is no longer being provided or if the information has become stale, the person who contacted the Legal or Compliance Department to have the Ethical Wall established must notify the Legal Department as to whether the Ethical Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information.

Persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors’ Committee) would be subject ordinarily to the Ethical Wall procedures on a continuing basis and may be permitted to trade only during certain “window periods” when the company permits such “access” persons to trade.


				24

Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm.

Maintenance of Restricted List

The Restricted Securities List is updated as needed by the Administrator of the Code of Ethics, who distributes it as necessary. The Administrator of the Code of Ethics also updates an annotated copy of the list and maintains the history of each item that has been deleted. This annotated Restricted Securities List is available to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. The list of ticker symbols on the Restricted Securities List should not be considered the complete list – the key is that you are restricted as to the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

Exemptions

Once an issuer is placed on the Restricted Securities List, any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics.


				25

Gifts & Entertainment: Anti-Corruption Policy

Access Persons may provide reasonable Gifts and Entertainment for the bona fide purpose of promoting, demonstrating, or explaining Firm services, including fostering strong client relationships.

Where possible, or as required in this Policy, you should notify your department head before, or after, providing or accepting any Gifts or Entertainment, even if no other approval is required. As discussed below, Access Persons may also be required to obtain approval when giving or receiving certain Gifts and Entertainment. Unless otherwise specified below, if approvals are required, you must submit your request through StarCompliance for approval by the Administrator of the Code of Ethics. Access Persons must obtain prior written approval from the Administrator of the Code of Ethics where required. The Administrator of the Code of Ethics shall elevate the request in the event of high risk or higher value gifts, or as otherwise necessary or appropriate. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment. It is the Access Person’s responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.

Gifts

A “Gift” is anything of value given or received without paying its reasonable fair value (e.g. merchandise, cash, gift cards, favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses where Access Persons are not present as attendees). Entertainment (as defined below) is not a Gift.

•

A Gift must only be provided as a courtesy or token of regard or esteem (“Token Gift”).

•

Any Token Gifts should be appropriate under the circumstances, not be excessive in value (generally, not more than $100) and involve no element of concealment.

•

Gifts of cash or cash equivalents are prohibited.

You may not give or accept a Gift if you know, or have reason to know, that it is not permitted under the applicable laws.


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Entertainment or Similar Expenditures

“Entertainment” generally means the attendance by you and your hosts or guests at a meal, sporting event, theater production, or comparable event and also might include travel to, or accommodation expenses at, a conference or an out-of-town event.

•

Business Entertainment (including meals, sporting events, theater productions, or comparable events) may only be provided if (i) a legitimate business purpose exists for such entertainment and (ii) such entertainment is reasonable and not excessive (e.g., 3 days of golf for a 1-day seminar is excessive and not reasonable).

•

You may never pay or accept payment of Entertainment or similar expenditures if they are not commensurate with local custom or practice or if you know or have reason to know that they are not permitted under the applicable laws.

Access Persons are required to follow the approval process set forth below, and in this Policy, to obtain the requisite approvals, if any, before or after giving or receiving Gifts or Entertainment.

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients’ independent business judgment. Therefore, the Policy establishes reasonable limits and procedures relating to giving and receiving Gifts and Entertainment.

If approval is required, Access Persons should request approval through StarCompliance, and wait for a decision before taking any action. The Administrator of the Code of Ethics shall review the submission with your department head and the Approving Officers, as appropriate. Registered Persons are required to log gifts & entertainment given or received in StarCompliance. Refer to the table below which describes the Gifts & Entertainment for which a log may be required. If you have any doubt about whether a Gift or Entertainment requires approval, you should err on the side of caution and seek approval. Notwithstanding the foregoing, in light of the impromptu nature of some Entertainment, approval for Access Persons providing entertainment may on occasion be after the fact. After the fact approval shall not be deemed a violation of this Policy where (1) approval prior to such impromptu Entertainment was not feasible, and (2) the provision of such Entertainment or the value of such Entertainment does not violate applicable U.S. or local laws. However, to the extent feasible, any required approvals should be obtained before accepting or giving Gifts or Entertainment. It is the Access Person’s responsibility to seek prior approval from the Administrator of the Code of Ethics for Gifts and Entertainment which can be reasonably anticipated in advance of travel, events, meetings, conferences, or other similar circumstances where Gifts or Entertainment may be given or received. Repeated reliance on the impromptu nature of giving or receiving Gifts or Entertainment may be considered a violation of this Policy and may result in disciplinary action.


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Gifts Provided By the Firm/Access Persons

Type of Gift To Be Given

Approval Required

Cash Gifts (including gift cards)

Prohibited

Token Gifts (e.g. bottles of wine, fruit baskets, books) under $100 (unless given to a Foreign Official or Domestic Official)

No Approval Required

Gifts in excess of $100 that seem appropriate under the circumstances

Pre-Approval Required

Personal Charitable Gifts given where the recipient has a known business relationship with or a connection to a client or potential client of the Firm

Pre-Approval Required

Gifts to Foreign Officials or Domestic Officials (regardless of value)

Pre-Approval Required

Charitable Gifts given on behalf of the Firm

Pre-Approval Required. The Charitable Contribution request form must be completed before making the Gift.

Gifts by TCW Funds Distributors LLC (formerly, TCW Brokerage Services), a limited-purpose broker-dealer (“TFD”) Registered Persons aggregating less than $100 per year

No Approval Required, But Each Individual Must Maintain Their Own Log On StarCompliance Showing:

Name of recipient(s)

Date of Gift(s)

Value of Gift(s)

A log is not required to record gifts of de minimis value (e.g. pens, notepads or modest desk ornaments) or promotional items of nominal value that display the firm’s logo (e.g. umbrellas, tote bags or shirts) that are substantially below the $100 limit. However, all other gifts MUST be logged. If you are in doubt if something meets the “de minimis” standard, then the gift should be logged.


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Gifts by TFD Registered Persons aggregating more than $100 per year that do not relate to the business of the recipient’s employer. Examples of gifts not relating to the business of the recipient’s employer include personal gifts (not paid for by TCW) where there is a pre-existing personal or family relationship between you and the recipient.		Pre-Approval Required, And Must Maintain Log Showing: Name of recipient(s) Date of Gift(s) Value of Gift(s)
Gifts by TFD Registered Persons aggregating more than $100 per year that do relate to the business of the recipient’s employer		Prohibited
Gifts to Unions or Union Officers		Pre-Approval Required. The Request Form for Approval for Gift/Entertainment must be completed before making the gift. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.


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Entertainment and Hospitality Provided by the Firm/Access Persons

Amount

Approval Required

$250 or less per person and $2,500 or less in aggregate per event

No Approval Required

Greater than $250 per person or $2,500 or more in aggregate per event

Pre-Approval Required

Attendance and participation at educational or industry sponsored events (for example, tickets for attendance or purchasing a table at an industry conference)

No Approval Required

If provided to Unions or Union Officers

Pre-Approval Required.

The Request Form for Approval for Gift/Entertainment must be completed before making the entertainment. In addition, an LM-10 Information Report is required to be completed, approved by an officer and submitted to the Administrator of the Code of Ethics and to the Legal Department for each occurrence.

If provided to a Foreign Official or Domestic Official (regardless of value)

Pre-Approval Required

Note that for public pension plans, and in some cases other clients, Gifts or Entertainment may have to be disclosed by the Firm in response to client questionnaires and may reflect unfavorably on the Firm in obtaining business. Receipt of Gifts may even lead to disqualification. Therefore, discretion and restraint is advised.

Gifts and Entertainment Received by Firm Personnel

You should not accept Gifts that are of excessive value (generally, $100 or more) or inappropriate under the circumstances. Access Persons are required to report any gift that they receive worth more than $100 to the Administrator of the Code of Ethics.

If a Gift has a value over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift, (ii) give the Gift to the Administrator of the Code of Ethics who will return it


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to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could affect friendly relations between a third party and the Firm, give it to the Administrator of the Code of Ethics, which will donate it to charity.

If the host of an event is personally present at the event, the event will be considered Entertainment; otherwise, it will be considered a Gift. You should not accept any invitation for Entertainment that is excessive or inappropriate under the circumstances. There may be some circumstances where it is difficult to reject an invitation or provision of hospitality or Entertainment. Where rejecting such an invitation or provision of hospitality could affect friendly relations between a third party and the Firm, use your best judgment and promptly report the entertainment or hospitality to the Administrator of the Code of Ethics. The Administrator of the Code of Ethics shall review such situation with your department head and the Approving Officers, as appropriate. No absolute rules exist, so good judgment must be exercised, considering the context, circumstances, and frequency of the Entertainment or hospitality. For example, approval might be required for an out-of-town sporting event, but not for a business conference in the same venue.

In light of the nature of Gift-giving and the impromptu nature of some Entertainment, approval for Access Persons accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment. Where prior approval is not possible with respect to impromptu Gifts or Entertainment, the Access Persons receiving such Gift or Entertainment must seek approval as soon as is reasonably practicable. If such Gift or Entertainment received is impermissible under U.S. or local laws, then the Administrator for the Code of Ethics may require the Access Persons to return the Gifts or reimburse such Entertainment received.

Type of Gift/Entertainment Received

Approval required

Cash Gifts (including gift cards)

Prohibited

Solicitation by Access Persons of Gifts from clients, suppliers, brokers, business partners, or potential business partners

Prohibited

Appropriate Gifts with value of $100 or less*

No Approval Required

Tickets(s) to attend an industry conference or seminar paid by a vendor or other third party (note that payment of airfare, accommodations, meals and other expenses paid by such vendor or third party would still require approval, unless exempted per the Speaker Exemption below)

No Approval Required


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Gifts believed to have a value in excess of $100, that seem appropriate under the circumstances*

Approval Required

Gifts given to a wide group of recipients (e.g. closing dinner Gifts, holiday Gifts)*

No Approval Required

Gifts received from the same donor more than twice in a calendar year*

Approval Required

Entertainment on a personal basis, involving a small group of people, more than twice in one calendar year

Approval Required

Entertainment over $250 per event*

Approval Required

Out-of-town accommodations and airfare for business conference or other industry event paid by sponsor as speaker expenses, or on the same basis as other attendees (the “Speaker Exemption”)

No Approval Required

Other out-of-town travel expenses, other than on a business trip or industry conference that is customary and usual for business purposes

Approval Required

*For Investment Personnel only:

•

All Gifts and Entertainment, of any value, received from broker/dealers must be reported in StarCompliance.

•

All Gifts received from broker/dealers with a value in excess of $100/person are prohibited and should be returned to the broker/dealer or turned over to Compliance for appropriate disposition.

•

If an Investment Personnel is granted approval to accept entertainment with a value in excess of $250 per event from a broker/dealer, that person must personally pay the amount in excess of $250 and must maintain records indicating such payment.

Foreign Corrupt Practices Act (FCPA)

The FCPA permits small payments to low-level Foreign Officials (typically in countries with pervasive corruption) to expedite or secure the performance of non-discretionary government action (e.g., processing governmental papers, providing police protection, and providing mail service) under limited circumstances (“Facilitating Payments”). Nevertheless, because such payments may be illegal under the local law of the foreign country involved and/or other applicable anti-corruption laws and rules, such as the Bribery Act, this Policy prohibits Firm


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Personnel from making such payments, regardless of whether such payments would be permissible under the FCPA.

Statement of Purpose

TCW (the “Firm”) is committed to complying with all applicable anti-corruption laws and rules, including, but not limited to, the U.S Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act (the “Travel Act”), the U.K. Bribery Act of 2010 (the “Bribery Act”) and any laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “OECD Convention”). The purpose of this Anti-Corruption Policy (the “Policy”) is to ensure compliance with all applicable anti-corruption laws and rules.

Of course, no policy can anticipate every possible situation that might arise. As such, Firm Personnel (defined below) are encouraged to discuss any questions that they may have relating to the Policy with their supervisor, Firm contact or the Legal or Compliance Departments. When in doubt, Firm Personnel should seek guidance.

Scope

This Policy is mandatory and applies to all directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located (collectively referred to as “Firm Personnel”). Violations of this Policy may result in disciplinary action, up to and including termination of employment and referral to regulatory and criminal authorities.

Prohibited Conduct

Firm Personnel shall not, directly or indirectly, make, offer, or authorize any gift, payment or other inducement for the benefit of any person, including a Foreign Official or Domestic Official, with the intent that the recipient misuse his/her position to aid the Firm in obtaining, retaining, or directing business.

“Foreign Official” includes government officials, political party leaders, candidates for public office, employees of state-owned enterprises (such as state-owned banks or pension plans), employees of public international organizations (such as the World Bank or the International Monetary Fund), and close relatives or agents of any of the foregoing. Because U.S. regulators have a very broad view of what constitutes a “Foreign Official,” Firm Personnel should err on the side of caution by treating counter-parties as Foreign Officials when in doubt.

“Domestic Official” means any officer or employee of any government entity, department, agency, or instrumentality (federal, state, or local) in the U.S., candidates for public office, and close relatives or agents of any of the foregoing.


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For purposes of this Policy, Foreign Official and Domestic Official also includes individuals who have actual influence in the award of business and any person or entity hired to review or accept bids for a government entity.

All payments, whether large or small, are prohibited if they are, in substance, bribes or kickbacks, including, cash payments, gifts, and the provision of hospitality and entertainment expenses. Personal funds (your own or a third party’s) must not be used to accomplish what is otherwise prohibited by this Policy.

Firm Personnel are also prohibited from requesting, agreeing to accept, or accepting Gifts from any third party in exchange for or as a reward for improper or unapproved performance of their job responsibilities.

Health or Safety Exception

Facilitating Payments are permitted in rare circumstances when the health or safety of Firm Personnel (or anyone else) is at risk. If a payment is made pursuant to this limited exception, Firm Personnel must report the payment and circumstances to the Legal Department as soon as possible after the health or safety of the individual(s) is no longer at risk. The payment must also be accurately recorded in the Firm’s books and records.

Third Party Representatives

Under the FCPA and other anti-bribery laws, the Firm may be held responsible for the misconduct of its agents, representatives, business partners, consultants, contractors or any other third party engaged to act on the Firm’s behalf (collectively “Third Party Representatives”). As such, prior to entering into an agreement with any Third Party Representative regarding business outside the United States, the Firm shall perform anti-corruption related due diligence and obtain from the Third Party Representative appropriate assurances of compliance in accordance with this Policy. The Legal Department is required to approve all engagements with Third Party Representatives. Any anti-corruption compliance issue that comes to the attention of any Firm Personnel must be reported to the General Counsel and addressed before proceeding with the relevant transaction or doing business with or through a Third Party Representative.

Firm Personnel should be alert to the activities of any Third Party Representative with whom they interact and promptly report any suspicious activity to the Legal Department. Firm Personnel should be especially alert to Third Party Representatives who are located in or interact with individuals in countries with high levels of corruption (the United States Department of Justice and Transparency International maintain internet-accessible lists of countries where corruption is a concern). Firm Personnel must consult with the Legal Department whenever encountering a situation involving any anti-corruption issue, including a Red Flag, or any other similar situation.


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It is important for Firm Personnel to identify and report anti-corruption compliance issues in the ordinary course of business. To this end, the following shall apply to all Firm Personnel:

Familiarize yourself with the examples of Red Flags listed in this Policy; Attend anti-corruption training as applicable so you can identify the types of situations that may raise Red Flags or other compliance concerns that are not enumerated in this Policy;

Be vigilant in detecting Red Flags; it is prohibited to “consciously avoid” or “close your eyes” to a violation or to a Red Flag;

Look out for Red Flags both before and during a relationship with any transaction partner; and

If you have information concerning a potential Red Flag, contact the General Counsel immediately.

No Firm Personnel who in good faith provides information regarding a possible Red Flag will suffer any retaliation or adverse employment decision as a consequence of such report.

The existence of a Red Flag does not necessarily mean that a violation has occurred or will occur. However, once a Red Flag arises, Firm Personnel must report the Red Flag to the Legal Department who will oversee a reasonable inquiry into the circumstances surrounding the Red Flag. Upon request, other Firm Personnel will cooperate with and assist in the review of the Red Flag. The extent of this inquiry will depend on the facts of the particular situation and the degree of risk involved.

Red Flag Reporting

Firm Personnel are required to promptly report to the General Counsel any situations that raise anti-corruption compliance Red Flags. All Firm Personnel are expected to be alert to any Red Flags or other situations that may indicate any compliance issues. The existence of a Red Flag requires additional diligence to address potential problems before a transaction may go forward. Red Flags include (but are not limited to):

•

A request for reimbursement of extraordinary, poorly documented, or last minute expenses;

•

A request for payment in cash, to a numbered account, or to an account in the name of someone other than the appropriate counterparty;

•

A request for payment in a country other than the one in which the transaction is taking place or counterparty is located, especially if it is a country with limited banking transparency;

•

An unreasonable request (taking into consideration the circumstances of the request, including the size of payment and the timing of the request) for payment in advance or prior to an award of a contract, license, concession, or other business;

•

A refusal by a party to certify that it will comply with the requirements and prohibitions of this Policy, applicable anti-corruption laws and rules;

•

A refusal, if asked, to disclose owners, partners, or principals;


				35

•

Use of shell or holding companies that obscure an entity’s ownership without credible explanation;

•

As measured by local customs or standards, or under circumstances particular to the party’s environment, the party’s business seems understaffed, ill equipped, or inconveniently located to undertake its proposed relationship with the Firm;

•

The party, under the circumstances, appears to have insufficient know-how or experience to provide the services the Firm needs; and

•

In the case of engaging a Third Party Representative, the potential Third Party Representative:

has an employee or a family member of an employee in a government position, particularly if the family member is or could be in a position to direct business to the Firm;

is insolvent or has significant financial difficulties that would reasonably be expected to impact its dealings with the Firm;

displays ignorance of or indifference to local laws and regulations;

is unable to provide appropriate business references;

lacks transparency in expenses and accounting records;

is the subject of credible rumors or media reports of inappropriate payments; or

requests payment that is disproportionate to the services provided.

Mandatory Reporting

Firm Personnel and Third Party Representatives are required to promptly report to the General Counsel or Chief Compliance Officer any instance in which they believe that they, or any other Firm Personnel or Third Party Representative may have violated this Policy. All suspected violations of this Policy, including minor violations, should be reported. For example, a failure to obtain pre-approval before giving Gifts in excess of $100 should be reported. In addition, Firm Personnel and Third Party Representatives must alert the General Counsel or Chief Compliance Officer if anyone solicits improper Gifts, payments or other inducements from them, including any request made by a Foreign Official or Domestic Official for a payment that would be prohibited under this Policy or any other actions taken to induce such a payment.

Firm Personnel may also report suspected violations of this Policy as specified in the Firm’s Whistleblower Policy.

Books and Records

The Firm is required to maintain books and records that accurately reflect the Firm’s transactions, use of Firm assets, and other similar information. The Firm is also required to maintain the internal accounting controls necessary to maintain proper control over the Firm’s actions. The Firm should not create any undisclosed or unrecorded accounts for any purpose. False or artificial entries are not to be made in the books and records of the Firm for any reason.


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Outside Business Activities

General

The Firm discourages employees from holding outside employment, including consulting. In addition, an employee may not engage in outside employment that:

•

interferes, competes, or conflicts with the interests of the Firm or gives an appearance of a conflict of interest.

Employment in the securities brokerage industry is prohibited.

Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, except in the ordinary course of providing services for the Firm and on a fully disclosed basis.

•

encroaches on normal working time or otherwise impairs performance,

•

implies Firm sponsorship or support of an outside organization, or

•

adversely reflects directly or indirectly on the Firm.

A conflict of interest may arise if an employee is engaged in an outside business activity (“OBA”) or receives any compensation for outside services that may be inconsistent with the Firm’s business interests. Examples of OBAs may include, but are not limited to, the following:

•

Outside employment

•

Serving in any capacity of any non-affiliated company or institution

•

Accepting appointment as a fiduciary, including executor, trustee, guardian, conservator or general partner, except for the employee or immediate family for estate planning and other non-commercial and personal purposes

•

Honorariums, public speaking appearances or instruction courses at educational institutions

•

Providing investment advice, or any other financial services to, any person, organization or association, including any that are exclusively charitable, fraternal, religious, civic and are recognized as tax exempt

Obtaining Approval/Reporting

All employees are required to obtain pre-approval before engaging in any OBA by submitting an Outside Business Activity request through StarCompliance. The Administrator of the Code of Ethics will then coordinate the approval and reporting process.

In addition, all employees are required to submit an initial Outside Business Activity request upon their hire through StarCompliance if they have any OBA. Each employee that has disclosed an OBA must submit an updated request upon material changes to the activity or role involved. All employees will also complete the Report on Outside Business Activity annually.


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Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose restrictions on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm. Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual’s right to participate in the political process. If you have any questions about political contributions or activities, contact the Administrator of the Code of Ethics.

General Rules

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual’s right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

All persons are prohibited from doing indirectly or through another person anything prohibited by these policies and procedures or to avoid a required review for approval.

Fundraising and Soliciting Political Contributions

Firm officers, directors or other personnel may not make political solicitations under the auspices of the Firm, unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead, email signature blocks, logos or other identifiers of TCW is prohibited.

Any solicitation or invitations to fundraisers by a Firm officer, director or other personnel on behalf of candidates, party committees or political committees must:

•

originate from the individual’s home address,

•

make clear that the solicitation is not sponsored by the Firm, and


				38

•

make clear that the contribution is voluntary on the part of the person being solicited.

Rules Governing Firm Contributions and Activities

Federal Elections

The Firm is prohibited from:

•

making or facilitating contributions to federal candidates from corporate treasury funds,

•

making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

•

using, or allowing the use of, corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

•

making partisan communications to its “rank and file” employees or to the public at large.

Contributions to State and Local Candidates and Committees

The limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:

•

using the Firm’s funds for any political contributions to state or local candidates, or

•

making any political contribution in the Firm’s name.

Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

•

Using Firm resources for political activities, including the use of photocopier paper for political flyers, or Firm-provided refreshments at a political event, and

•

directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

Federal law and Firm policy allow an individual to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate if:


				39

•

the individual obtains approval before the activities occur. Contact the Administrator of the Code of Ethics to request approval.

•

the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

•

the activities do not prevent the individual from completing normal work or interfere with the Firm’s normal activity,

•

the activities do not raise the overhead of the Firm (for example, result in phone charges, postage or delivery charges, use of Firm materials), and

•

the activities do not involve services performed by other employees (including secretaries, assistants, or other subordinates) unless the other employees voluntarily engage in the political activities.

TCW follows the above policy for activities related to state and local elections.

Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals. Each employee is responsible for knowing and remaining within those limits.

Pre-Approval of all Political Contributions and Volunteer Activity

Each TCW employee, and their spouse, domestic partner and relative or significant other sharing the same house, must submit a Political Contribution Request Form to the Administrator of the Code of Ethics and obtain pre-approval before:

•

making or soliciting any Contribution to a current holder or candidate for a state, local or federal elected office, or a campaign committee, political party committee, proposition, referendum, initiative, other political committee or organization (example: Republican, Democratic Governors Association or Super PAC) or inaugural committee. A Contribution includes anything of value given or paid to:

influence any election for federal, state or local office;

pay any debt incurred in connection with such election; or

pay any transition or inaugural expenses incurred by the successful candidate for state or local office.

•

volunteering their services to a political campaign, political party committee, proposition, referendum, initiative, political action committee (“PAC”) or political organization.


				40

Access Persons are required to affirm after the end of each calendar quarter that they have reported all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter.

New Hires

TCW considers all employees to be Covered Associates. New hires may not be made without the prior review of their political contributions and activities by Compliance. Human Resources will gather information on any new hire and provide this to Compliance for review. This information shall include information about the political contributions or activities of the new hire or his/her spouses, domestic partners and relatives or significant others sharing the same house. Legal and Compliance can exempt individuals or categories of employees from this review.

Participation in Public Affairs

The Firm encourages its employees to be involved in public affairs and political processes. Normally, participation in public affairs takes place outside of regular business hours. If participation in public affairs requires corporate time, or you wish to accept an appointive office, or you want to run for elective office, contact the Administrator of the Code of Ethics in order to request approval.

You must campaign on your own time. You may not use Firm property or services without proper reimbursement to the Firm.

Employees participating in political activities do so as individuals and not as representatives of the Firm. You may not:

•

use either the Firm’s name or its address in material you mail or fundraising, and

•

identify the Firm in any advertisements or literature, except as necessary biographical information.


				41

Other Employee Conduct

Personal Loans

You may not borrow from clients or from Firm vendors or service providers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm. Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

•

selling information to which an employee has access because of his/her position,

•

acquiring any property interest or right when the Firm is known to be interested in the property in question,

•

receiving a commission or fee on a transaction that would otherwise accrue to the Firm, and

•

diverting business or personnel from the Firm.

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether on behalf of a client or the Firm), that interest must be disclosed, in writing, to the General Counsel or the Chief Compliance Officer to allow assessment of potential conflicts of interest.

You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy.

Example of an interest that should be disclosed: conducting TCW business with a vendor or service provider who is related to you or for which your parent, spouse, or child is an officer should be disclosed.


				42

Corporate Property or Services

You may not purchase or acquire corporate property or use of the services of other employees for personal purposes. For example, you may not use inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for that advice at the Firm’s expense.

Use of TCW Stationery

You may not use corporate stationery for personal correspondence or other non-job-related purposes.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice.

•

Avoid statements that might be interpreted as legal advice; and

•

Avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, except as appropriate in the performance of a fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.


				43

Confidentiality

All information relating to past, current, and prospective clients is confidential and is not to be discussed with anyone outside the organization under any circumstance. All employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer.


				44

Sanctions

The Firm may impose such sanctions it deems appropriate upon discovering a violation of this Code, including, but not limited to, an oral or written reprimand, supplemental training, a reversal of a transaction and disgorgement of profits, demotion, and suspension or termination of employment.


				45

Reporting Illegal or Suspicious Activity - “Whistleblower Policy”

Policy

The Firm is committed to compliance with the law and its policies in all of its operations. The Firm’s employees can provide early identification of significant issues that arise with compliance with policies and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The Firm requires that all employees report activity that is illegal or does not comply with the Firm’s policies and procedures (“Compliance Issues”), including this Code. Reports about Compliance Issues will be held confidentially by the Firm except in limited circumstances. The Firm expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is being overlooked, one first step could be to bring the issue to the attention of the party charged with the operation of the policy. If, however, you believe that a policy is not being followed and feel uncomfortable bringing it to the attention of the person involved, you may follow the other procedures set forth in this policy.

Procedure

In some cases, an employee should be able to resolve issues or concerns with their manager or, if appropriate, other management senior to their manager. However, this may fail or the employee may have legitimate reasons to choose not to notify management. In such cases, the Firm has established a system for employees to report Compliance Issues.

An employee who has a good faith belief that a Compliance Issue may occur or is occurring is required to come forward and report under this policy. “Good faith” means that the employee believes that they are disclosing information that is truthful, but it does not require that a reported concern is correct.

The report should be made to the General Counsel and may be made in person, in writing (including email) or via the whistleblower line at (213) 244-0055. The whistleblower line is only directly accessible by the General Counsel. Reports may also be made anonymously via the whistleblower line or the whistleblower drop box located in the dining room on the 21^st floor of the Los Angeles office and in the Town Hall pantry in the New York office; however, the Firm encourages employees to identify themselves when making a report to facilitate follow-up communication. When making a report, employees should state in as much detail as possible the facts that raised a concern.

The General Counsel will consult with others, who may include the Chief Compliance Officer and outside counsel, about the investigation as appropriate. Depending on the nature of the matters covered by the report, an investigation may be conducted by an officer or manager, the Chief Compliance Officer, the General Counsel or an external party.


				46

The Firm understands the importance of maintaining confidentiality of the reporting employee. The identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation. The employee making the report will be advised if confidentiality cannot be maintained. To the extent practicable, employees will be kept apprised of the Firm’s response to their reports.

The Chief Compliance Officer will follow up to assure that the investigation is completed, that any Compliance Issue is addressed, and that no acts of retribution or retaliation occur against the person reporting violations or cooperating in an investigation in good faith.

Each quarter (or more frequently as necessary), the General Counsel will provide TCW’s Board of Directors with an update regarding the status of each report received under this policy during the preceding quarter. Employees may also contact the California Office of the Attorney General’s whistleblower hotline at (800) 952-5225. The Attorney General refers calls received on its whistleblower hotline to an appropriate governmental authority for review and possible investigation

Submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.


				47

Glossary

Access Person(s) - Includes all of the Firm’s directors, officers, and employees, except those who (i) do not devote substantially all working time to the activities of the Firm, and (ii) do not have access to information about the day-to-day investment activities of the Firm. A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.

Account - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT, and CBO/CDO/CLO).

Administrator of the Code of Ethics – Shall be a member of the Compliance Department, as designated by the Chief Compliance Officer.

Approving Officers - One of the Chief Operating Officer or the Head of Investment Technology in addition to one of the General Counsel or the Chief Compliance Officer.

Beneficial Interest – an interest of an Access Person in a security or account of another person under which they (i) can obtain benefits substantially equivalent to owning the security, (ii) can obtain ownership of the security immediately or within 60 days, or (iii) can vote or dispose of the security.

CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

Chief Compliance Officer - The Chief Compliance Officer of TCW. For purposes of this policy, the term Chief Compliance Officer shall include persons authorized by the Chief Compliance Officer to handle certain matters under this Code of Ethics policy.

CLO - Collateralized loan obligation.

Code of Ethics or Code - This Code of Ethics.


				48

Compliance Issue - activity that is illegal or does not comply with the Firm’s formal written policies and procedures

Contribution – includes anything of value given or paid to (i) influence any election for federal, state or local office, (ii) pay any debt incurred in connection with such election, or (iii) pay transition or inaugural expenses incurred by the successful candidate for state or local office.

Covered Account – Any account of an Access Person or Covered Person is a “Covered Account.” Covered Accounts include any personal trading account in which you have a beneficial interest. A non-exhaustive or a representative list of such accounts include:

–

401(k) and 529 Plans accounts that provide the ability to trade any non-exempt investment product.

Please note: If the accounts hold MetWest or TCW funds, these accounts require reporting as well.

Accounts held directly at mutual funds are exempt unless the account holds MetWest or TCW funds.

–

A relative’s brokerage account for which the Access Person can effect trades, or an estate for which the Access Person makes investment decisions as executor.

–

Direct investments in private funds.

Covered Person – Spouse, minor child, relative or significant other sharing a house with an Access Person, or any other person, when the Access Person has a “beneficial interest” in the person’s accounts or securities.

Covered Transaction – A transaction in a Covered Account.

Direct Purchase Plan - An investment service that allows individuals to purchase a security directly from a company or through a transfer agent. Not all companies offer Direct Purchase Plans and the plans often have restrictions on when an individual can purchase.

Entertainment - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.


				49

ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

Ethical Walls or Informational Barriers - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Exchange Act - Securities Exchange Act of 1934, as amended.

Exempt Securities - Those Securities described in the subsection Exempt Securities in the Personal Investment Transactions Policy.

Firm or TCW - The TCW Group of companies.

Firm Personnel - All directors, officers and employees of the Firm and any persons engaged to act on behalf of the Firm, including agents, representatives, temporary agency personnel, consultants, and contract-based personnel, wherever located.

Foreign Official - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.

General Counsel - The General Counsel of TCW. For purposes of this policy, the term General Counsel shall include persons authorized by the General Counsel to handle certain matters under this Code of Ethics policy.

Gift - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment, it does not fall within the category of Gifts.

IPO - Initial public offering. An offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Inside information - Material, non-public information.


				50

Investment Compliance - The support group for certain trading areas that, among others, checks proposed trades and open trades against investment restrictions.

Investment Personnel - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Compliance Department.

Limited Offering - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

Linked Broker – A broker that provides account information by automatic feed to StarCompliance.

LM-10 Information Report - Report required for reporting gifts or entertainment to labor unions or union officials.

Material Information - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

MetWest - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

MetWest Mutual Funds - Metropolitan West Funds, each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by MetWest.

Non-Discretionary Accounts - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.


				51

Outside Fiduciary Accounts - Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics.

Private Placements - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act. Note that a CBO or CDO is considered a Limited Offering or Private Placement.

REIT - Real estate investment trust.

Registered Person(s) - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD.

Restricted Securities List - A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

Rule 10b5-1 Plan - A rule established by the Securities Exchange Commission (SEC) that allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b5-1 allows major holders to sell a predetermined number of shares at a predetermined time.

SEC - Securities and Exchange Commission.

Securities - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs, shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds. Does not include cryptocurrencies or digital currencies.

Securities Act - Securities Act of 1933, as amended.


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TAMCO - TCW Asset Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm - The TCW Group of companies.

TCW Advisor - Includes TAMCO, TIMCO, MetWest and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TCW Funds - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO

TCW Mutual Funds – Collectively, the TCW Funds, MetWest Mutual Funds, and TSI and any other registered investment company advised by TIMCO, MetWest or any other affiliate, unless otherwise indicated.

TFD or TCW Funds Distributors LLC – A limited-purpose broker-dealer (formerly, TCW Brokerage Services).

TIMCO - TCW Investment Management Company LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI - TCW Strategic Income Fund, Inc., a registered, closed-end investment company advised by TIMCO.


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Exhibit (p)(xxi)

CODE OF ETHICS

Definitions

Access Persons are responsible for reading and being familiar with each of the definitions below, which are used throughout the Code of Ethics. It is important that you understand the meaning of the definitions as their meaning may be more expansive or restrictive than in another context. All defined terms are capitalized in the Code of Ethics.

●

“1933 Act” – Securities Act of 1933, as amended.

●

“1934 Act” – Securities Exchange Act of 1934, as amended.

●

“1940 Act” – Investment Company Act of 1940, as amended.

●

“529 Plan” – A qualified tuition program or college savings plan that meets the requirements of Section 529 of the IRC.

●

“Access Person(s)” – Any partner, officer, director, employee, intern, or consultant¹ who has or may obtain access to non-public information regarding Clients’ purchase or sale of Securities, or non-public information regarding the portfolio holdings of any Client, or any person who is involved in making investment decisions on behalf of Clients, or who has access to such recommendations that are non-public. As the Adviser’s primary business is providing investment advice, all personnel are presumed to be Access Persons unless otherwise confirmed with the CCO. Each Access Person is required to understand and comply with applicable reporting requirements of this Code.²

●

“Access Person Account” – Any account holding Reportable Securities in which an Access Person has Beneficial Ownership.

●

“Adviser”, “Firm”, or “WIC” – Water Island Capital, LLC and companies controlling, controlled by, or under common control with the Adviser, such as WIC UK.

●

“Advisers Act” – Investment Advisers Act of 1940, as amended.

●

“Automatic Investment Plan” – 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 without affirmative action by the account owner, such as a dividend reinvestment plan.

●

“Beneficial Ownership” – Having or sharing the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in Securities. Generally, an individual is considered to have a “Beneficial Ownership” interest in Securities held in any account that is owned individually or jointly with others or is maintained by or for:

A Family Member;

Any individuals who live in the Access Person’s household and over whose purchases, sales or trading activities the Access Person exercises control or investment discretion;

Any persons for whom the Access Person provides financial support and (i) whose financial affairs are controlled by the Access Person, or (ii) for whom the Access Person provides discretionary advisory services with respect to such person’s ownership of Securities;

Any trust or other arrangement that names the Access Person as a beneficiary or remainderman; or

¹	The CCO shall determine on a case-by-case basis whether interns, consultants, and temporary employees are Access Persons.

²	A list of all Access Persons will be maintained by the Firm’s Compliance Department.

Any partnership, corporation, or other entity in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person exercises, either individually or together with others, effective control.

●

“Bribery” or “Bribe” – The offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action which is illegal, improper, unethical, or a breach of trust. Inducements can take the form of Gifts, loans, fees, rewards, or other advantages, including offers of employment. The FCPA does not require the Bribe to have been consummated or to have succeeded in producing the desired outcome to be unlawful.

●

“Business Partner” – Any person or entity not affiliated with the Adviser that does business with or seeks to do business with the Adviser or its affiliates, such as a Client, prospective client, broker/dealer, custodian bank, consultant, vendor, prospective vendor, and those working on their behalf, including, but not limited to, auditors, lawyers, accountants, and outsourced officers and independent trustees of a fund the Firm sponsors or manages.

●

“CCO” – The individual designated by the Adviser to serve as Chief Compliance Officer.

●

“Charitable Contribution” – Any donation or gift of value to an entity which qualifies as a charitable organization under section 501(c)(3) of the IRC, including the donation of time.

●

“Client” or “Client Account” – Any fund or account advised or sub-advised by the Adviser, and, for purposes of the Code, any investors in a Private Fund sponsored by the Adviser or an affiliate of the Adviser.

●

“Code” - This Code of Ethics, as amended.

●

“Conflict of Interest” – Any activity or relationship in which a person’s interests interfere or compete with the interests of Clients or the Firm.

●

“Covered Associate” - Any general partner, managing member, or executive officer of the Adviser, any employee who solicits a US Government Entity that is a state or political subdivision of a state for the Adviser and any person who supervises, directly or indirectly, such employee, and any Political Action Committee controlled by the Adviser. Executive officers include the president, a vice president in charge of a principal business unit, division or function, and any other officer of the Adviser or any other person who performs policy-making functions for the Adviser.

●

“Derivative” – A Security whose price is dependent upon or derived from one or more underlying assets. Derivatives can either be traded over the counter (OTC) or on an exchange. Futures contracts, forward contracts, swaps, Options, and warrants are common forms of Derivatives.

●

“Entertainment” – A situation when an Access Person entertains or is entertained by a third party and there is an opportunity for the Access Person to discuss matters relating to Firm business with the third party at the event.

●

“ERISA Plan” – A private-industry employee benefit plan. The term “employee benefit plan” includes defined benefit plans (e.g., pension plans), defined contribution plans (e.g., 401(k) plans, simplified employee retirement plans (or SEPs), employee stock ownership plans (or ESOPs), and profit sharing plans), employee welfare benefit plans (e.g., group health plans), and Taft-Hartley Plans. ERISA Plans do not include retirement plans set up and maintained by Government Entities or churches.

●

“Ethics Committee” – A committee composed of the CCO, the Firm’s Managing Member or designee, and a third employee chosen by the CCO and Managing Member. The Ethics Committee may be empaneled from time to time at the request of the CCO or another member of the committee to determine disciplinary action for violations of the Code.

●

“EC” – European Commission.

●

“EU” – European Union.

●

“Exchange-Traded Fund” or “ETF” – An Investment Company that issues Securities that trade in the secondary market and which are redeemable only in large aggregations called creation units.

●

“Exempt Account” – Any of the following accounts:

Mutual Fund-Only Accounts (unless they hold a fund that is advised/sub-advised by WIC);

529 Plan;

Water Island Capital, LLC Retirement Plan³;

WIC UK’s Pension Plan; and

Any other account that is incapable of holding Reportable Securities.

●

“Exempt Security” – Includes the following Securities:

Direct obligations of the US government (i.e., any Security directly issued or guaranteed as to principal or interest by the US, such as Treasury bills or notes)⁴;

Cash or cash equivalents, bankers’ acceptances, bank certificates of deposit, commercial paper, bank repurchase agreements and other high-quality short-term debt instruments;

Shares issued by money market funds;

Shares issued by Open-End Investment Companies that are registered under the 1940 Act, provided they are not: (i) ETFs; or (ii) mutual funds managed or sub-advised by the Adviser;

Interests in unit trusts and Open-End Investment Companies that are authorized by the FCA for sale in the UK;

Interests in unit-linked life and pension products sold in the UK;

UCITS (i.e., mutual funds based in the EU); and

Bitcoin, Ethereum, and any other cryptocurrency that is pre-approved as an Exempt Security in writing by the CCO. NOTE: Transactions in other cryptocurrencies, as well as Options and other Derivative transactions on all cryptocurrencies, are Reportable Securities.

●

“Facilitation Payment” – A payment made to expedite a lower-level Public Official’s performance of routine government actions to which the Firm is entitled.

●

“Family Member” – Includes any of the following:

Spouse or domestic partner;

Children under the age of 18;

Children who are 18 or older (unless they do not live in the same household as the Access Person and the Access Person does not contribute in any way to their support); and

Any of these other people who live in the Access Person’s household: stepchildren, grandchildren, parents, stepparents, grandparents, siblings (e.g., brothers and sisters), mothers-in-law, fathers-in-law, daughters-in-law, sons-in-law, brothers-in-law, and sisters-in-law, including any adoptive relationships.

●

“FCA” – The UK’s Financial Conduct Authority.

●

“FCPA” – The Foreign Corrupt Practices Act of 1977, as amended.

●

“Federal Securities Laws” – The 1933 Act, the 1934 Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

●

“FINRA” – Financial Industry Regulatory Authority.

³	Employee transactions and holdings information relating to funds managed by WIC in the Water Island Capital, LLC Retirement Plan are maintained by the administrator of the plan and available to Compliance to review upon request.

⁴	Municipal Securities do not fall into the category of “direct obligations of the US government” and are therefore not excluded from the definition of “Reportable Security”.

●

“Gift” – Any item of value, including favors, presents, and gratuities, received from a Business Partner, unless exempted under the Code.

●

“Government Entity” – Any national, regional, territorial, state, province, district, county, city, town, village, or other municipal government or political subdivision thereof, whether in the US or other country, including:

Any board, agency, authority, or instrumentality of the Government Entity; o Any pool of assets sponsored or established by the Government Entity;

Any plan or program of a Government Entity, including, but not limited to, a defined benefit plan or a state general fund;

Any entity that is owned or controlled by the Government Entity; and

Officers, agents, or employees of the Government Entity, acting in their official capacity. Sovereign wealth funds and public pension funds are typically Government Entities.

●

“Initial Public Offering” or “IPO” – The first offering of a company’s Securities to the public through an allocation by the underwriter.

●

“Insider Trading” – The act of trading in Securities while having Material Non-Public Information regarding the Securities or communicating MNPI to others.

●

“Investment Club” – A membership organization where investors make joint decisions on which Securities to buy or sell. The Securities are generally held in the name of the Investment Club.

●

“Investment Company” – A company that issues Securities that represent an undivided interest in the net assets held by the company. The Federal Securities Laws categorize Investment Companies into three basic types:

Open-End Investment Companies (generally known as mutual funds);

Closed-end investment companies (generally known as closed-end funds); and

Unit Investment Trusts.

ETFs are a type of exchange-traded investment product that must register with the SEC under the 1940 Act as either an Open-End Investment Company or a Unit Investment Trust.

●

“IRC” – The Internal Revenue Code of 1986, as amended.

●

“Limited Offering” – An offering that is exempt from registration pursuant to sections 4(a)(2) or 4(6) of the 1933 Act, or pursuant to Rules 504, 505, or 506 of Regulation D; also known as a “Private Placement”. Examples of Private Placements include limited partnerships, certain co-operative investments in real estate, commingled investment vehicles such as hedge funds and private equity funds, and investments in family-owned businesses.

●

“Market Manipulation” – The act of artificially affecting the price of a Security or otherwise influencing the behavior of the market for personal gain.

●

“Material Non-Public Information” or “MNPI” – Information that (i) has not been made generally available to the public⁵, and that (ii) a reasonable investor would likely consider important in making an investment decision⁶. Access Persons should consult with Compliance about any question as to whether information constitutes MNPI.

●

“Meal” – An event, the main purpose of which is eating food. Therefore, events where eating is not the main purpose but at which food is served, such as cocktail parties or music events, are considered Entertainment, not Meals.

⁵ Examples of effective disclosure include:

•

Public filings with the SEC or similar regulator;

•

Information appearing in publications of general circulation;

•

Company press releases; and

•

Company meetings with members of the press and public.

⁶ Information that could reasonably be expected to affect the price of Securities is typically considered material.

●

“Municipal Security” – A bond, note, warrant, certificate of participation, or other obligation issued by a state or local government or their agencies or authorities (such as cities, towns, villages, counties, or special districts).

●

“Mutual Fund-Only Account” – An account that allows the account holder to invest only in mutual funds. Such accounts do not have the capability of holding Reportable Securities (including ETFs).

●

“Open-End Investment Company” – An Investment Company that continually creates new shares on demand. A mutual fund registered under the 1940 Act is an Open-End Investment Company.

●

“Option” – A Security that gives the investor the right, but not the obligation, to buy or sell a specific Security at a specified price within a specified time frame. Any Access Person who buys/sells an Option is generally deemed to have purchased/sold the underlying Security when the Option was purchased/sold.⁷

●

“Outside Business Activity” – Includes the following:

Being engaged in any outside business;

Being employed by, or receiving compensation from, any other person, entity, or business organization;

Serving as a director of a public or private company or on the board (or in any similar capacity) of any other organization outside of your obligations to the Firm, including not-for-profit organizations; or

Being involved in any other endeavor that may interfere with your responsibilities to the Firm.

●

“Political Action Committee” – Any political committee that raises and spends money contributions, directly or indirectly, to candidates and Political Parties. Non-profit, tax-exempt groups organized under section 501(c)(3) of the IRC that operate for religious, charitable, scientific, or educations purposes are not considered to be “Political Action Committees.”

●

“Political Activity” – The participation in any fundraising activity or performance of any work for the campaign of any candidate for, or incumbent of, a federal, state, or local political office or a political office in any non-US country.

●

“Political Contribution” – Any gift, subscription, loan, advance, or deposit of money or anything of value made in any country to:

A candidate for, or incumbent of, a federal, state, or local political office;

A Political Party; or

A Political Action Committee.

●

“Political Party” – Any political organization that typically seeks to influence government policy, usually by nominating their own candidates and trying to seat them in political office.

●

“Private Fund” – A pooled investment vehicle, such as a hedge fund, that is not subject to registration requirements under the 1933 Act and the 1940 Act. A Private Fund is an example of a Limited Offering.

●

“Private Placement” – See “Limited Offering”.

●

“Public Official” or “Official” – Includes any of the following:

Any person who is employed in a full- or part-time capacity by a Government Entity, or by public or independent agencies, public enterprises, state-owned businesses, state-controlled businesses, or public academic institutions;

Any individual who holds a legislative or judicial position of any kind (whether appointed or elected);

⁷ Example: If an Access Person buys a call (put) Option, the Access Person is considered to have purchased (sold) the underlying Security on the date the Option was purchased. If an Access Person sells a call (put) Option, the Access Person is considered to have sold (purchased) the underlying Security on the date the Option was sold.

Any individual who conducts a public function for a public agency or public enterprise;

Any official, staff member, agent, or representative of: (i) a Government Entity; (ii) a Political Party; (iii) a public international organization, such as the United Nations, the World Bank, the International Monetary Fund, or EU; or

Candidates for political office.

The term “Public Official” also includes any person (including any election committee for the person) who was, at the time of the contribution, an incumbent or candidate for elective office of a Government Entity, if the office:

Is directly or indirectly responsible for, or can influence the outcome of, the hiring of the Firm; or

Has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of the Firm by a Government Entity.

●

“Reportable Security” – Any Security, except (i) Exempt Securities, or (ii) Securities in an Exempt Account or in a Third-Party Managed Account.

●

“Restricted Security” – Any Reportable Security that:

(1)

A Client Account owns or is in the process of buying or selling;

(2)

The Firm is researching, analyzing, or considering buying or selling for a Client or Client Account (see pre-clearance procedures for Investment and Risk team members); or

(3)

Is subject to a restriction on trading issued by Compliance pursuant to the Firm’s Insider Trading policies and procedures.

Exceptions: The following Securities will not be considered Restricted Securities by Compliance unless Compliance has placed a restriction on trading a particular Security:

The purchase or sale by an Access Person of 250 shares or less (not to exceed US$100,000) per trading day in Securities of companies comprising the S&P 500 Index or NASDAQ 100 Index; or

Broad-based ETFs with market capitalizations greater than US$5 billion.

NOTE: While an exception has been granted for transactions in these Securities, such transactions remain subject to the Code’s pre-clearance, reporting, and minimum 30-day holding period requirements.

●

“SEC” – The US’s Securities and Exchange Commission.

●

“Security” – Any note, stock, treasury stock, initial coin offering, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Any questions about whether an instrument is a Security for purposes of the Code of Ethics should be directed to the CCO. For the avoidance of doubt, the term “Security” as used in this Code includes all ETFs.

●

“Taft-Hartley Plan” – A collectively bargained plan maintained by more than one employer (i.e., a multi-employer plan), usually within the same or related industries, and a labor union.

●

“Third-Party Managed Account” – Also known as a “Non-Discretionary Account”. An account in which an Access Person has (i) Beneficial Ownership but no direct or indirect influence or control over the investment decision-making process, (ii) no knowledge of transactions until after they are completed, and (ii) entered into an agreement with a third-party providing the third-party with full discretionary authority over the trading in the account.⁸ NOTE: You must obtain written pre-approval from Compliance before you may rely on the exemption from the pre-clearance requirement afforded to Third-Party Managed Accounts under the Code.⁹

●

“Travel” – Any type of travel, accommodation, or lodging.

●

“UCITS” – An Undertaking for Collective Investment in Transferable Securities based in the EU (i.e., an Open-End Investment Company regulated by the EC).

●

“UK” – United Kingdom.

●

“UK Bribery Act” – UK’s Bribery Act 2010, as amended.

●

“Union Plan” – A Taft-Hartley-Plan.

●

“Unit Investment Trust” – An Investment Company that offers a fixed (unmanaged) portfolio of securities having a definite life.

●

“US” – United States.

●

“US State/Local Official” – Any incumbent or candidate for state or local office in the US, or any election committee of that person. For example, a US State/Local Official includes a federal office holder (e.g., a Representative or Senator) who is running for state office. It also includes a state office holder (e.g., a Governor) who is running for federal office.

●

“WIC UK” – Water Island Capital U.K. Limited.

Introduction

Water Island Capital, LLC is registered as an investment adviser under the Advisers Act. Rule 204A-1 under the Advisers Act requires all registered investment advisers to adopt a code of ethics that sets forth standards of conduct for Access Persons and requires them to comply with applicable Federal Securities Laws.

This Code establishes the standards of conduct required of all WIC Access Persons. The Code is designed to govern personal Securities trading activities in a manner consistent with the Advisers Act and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), as well as other regulatory requirements.

⁸ Pursuant to an agreement and in actual practice, an investment adviser or broker (who is not an Access Person or Family Member, the Adviser, or an affiliate of the Adviser) has full discretionary authority to purchase and sell Securities in a Third-Party Managed Account without prior notification to, discussion with or consent of the accountholder or his/her representatives (including the Access Person or Family Member). The Access Person and/or Family Member retains no discretion over decisions to purchase or sell Securities in the account, and communications with the adviser or broker are limited to confirmations and account statements, fee discussions, and other communications and discussions that do not relate to purchases or sales of specific Securities. If an Access Person or Family Member shares discretion with an adviser, has veto authority over an adviser’s trade recommendations, or has any ability to effect trades in an account, the account will not be deemed a Third-Party Managed Account for purposes of the Code.

⁹ In order for Compliance to deem an account a Third-Party Managed Account, Compliance must obtain an acceptable written acknowledgement from the adviser that the Access Person or Family Member has no direct or indirect influence or control regarding any transactions to be made in the relevant account. At its discretion, Compliance may also require that Access Persons provide a copy of, or relevant excerpt from, the investment advisory agreement that the Access Person or their Family Member has entered with the adviser. Compliance may require Access Persons to obtain and provide periodically an updated acknowledgement from the relevant adviser that the Access Person and/or Family Member has had no influence or control regarding any transactions made in the Third-Party Managed Account.

The information collected pursuant to this Code is a required element of the Firm’s reporting to the Board of Trustees of each registered Investment Company advised or sub-advised by the Firm.

Standards of Business Conduct

WIC has set out basic principles in this Code to guide the day-to-day business activities of its employees. Among other things, employees are not permitted to:

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Defraud any Client or prospective Client in any manner;

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Mislead any Client or prospective Client, including by making a false statement or a statement that omits material facts;

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Engage in any act, practice, or course of conduct which operates or would operate as a fraud or deceit upon any Client or prospective Client; or

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Engage in any manipulative practice with respect to any Client or prospective Client.

WIC has a fiduciary duty to act in the best interests of its Clients. High ethical standards are essential to maintaining the confidence of Clients, including investors in funds managed by the Firm. The Firm’s success and long-term business interests are best served by adherence to the principle that the interests of Clients come first. Accordingly, the Firm has adopted the following principles to be followed by all its employees:

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You must put the interests of the Firm’s Clients before your own personal interests and must act honestly and fairly in all respects in dealings with Clients;

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You must effect all personal Securities transactions in a manner that avoids any actual or perceived conflict between your personal interests and those of our Clients and fund shareholders;

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You must avoid actions or activities that allow you or your family to take inappropriate advantage from your position with the Firm, or that bring into question your independence or judgment;

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You must not disclose Material Non-Public Information to others or engage in the purchase or sale, or recommend or suggest the purchase or sale, of any Security to which such information relates; and

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You must comply with all Federal Securities Laws.

Moreover, employees are expected to:

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Conduct business fairly and honestly;

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Report information accurately and truthfully; and

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Treat others fairly and respectively.

Adherence to the Code of Ethics is a basic condition of employment by the Firm. If you have any doubt as to the propriety of any activity, you should consult with Compliance.

Personal Trading

Maintenance and Oversight of Personal Trading

The Firm must be in a position to properly oversee the personal trading activity of its Access Persons. To assist with this oversight requirement, the Firm uses ACA Compliance Group’s Compliance Employee Level Filing (“ELF”), a web-based platform designed to facilitate the collection and analysis of the information required by Rule 204A-1. The personal trading activity in the ELF system is reviewed by Compliance personnel with oversight responsibility. Each Access Person has been provided an ELF account to comply with many of the reporting requirements of this Code, such as maintenance of Access Person Account information, pre-clearance requests, transaction records, Initial and Annual Holdings Reports, new employee on-boarding, document distribution, annual and ad-hoc certifications/attestations, and compliance questionnaires.

For the avoidance of doubt, securities transactions effected by Client Accounts, including Private Funds, mutual funds, and ETFs advised by WIC, are exempt from the personal trading pre-clearance and reporting requirements of this Code.¹⁰ However, transactions by Access Persons and their Family Members in Securities issued by such funds (e.g., transactions in interests in Private Funds, mutual funds, and ETFs advised by WIC) are subject to the Code’s personal trading requirements.

Access Person Accounts

The Firm requires that all Access Person Accounts be held with broker/dealers that can provide electronic transaction and holdings feeds directly to ELF. A list of such brokers may be obtained from Compliance. All new Access Person Accounts must be pre-approved by Compliance prior to being opened by submitting a “New Brokerage Account” notification via the ELF system. It is the responsibility of each Access Person to ensure all their Access Person Accounts have been approved by Compliance and linked to ELF. Failure to report an account may be treated as a serious breach of this Code.

Pre-Clearance Requirement

It is the responsibility of Access Persons to ensure that all Securities transactions being considered for their Access Person Accounts are not subject to a restriction contained in this Code.

Prior to execution, Access Persons are required to obtain pre-clearance through the ELF system for all Reportable Securities transactions in their Access Person Accounts. Pre-clearance is not considered obtained until the Access Person receives an electronic notification from the ELF system that the transaction has been “approved”.

Pre-clearance for transactions in Reportable Securities will only be effective until the end of the trading day on which the pre-clearance authorization is granted, unless otherwise specified by Compliance in writing.

Limit orders that extend beyond the end of the trading day are allowed only if the Access Person continues to seek and obtain pre-clearance in ELF through the date of execution of the limit order. If at any time the limit order is denied in ELF, the limit order must be cancelled by the Access Person.

Private Placements/Limited Offerings

Access Persons must obtain approval from Compliance prior to a transaction in a Limited Offering, including Private Funds managed by WIC. Access Persons seeking approval to transact in a Limited Offering must submit a request via email to Compliance, and furnish any prospectus, private placement

¹⁰ Compliance conducts surveillance of trading in all accounts managed by WIC.

memoranda, subscription documents and/or other materials about the investment as Compliance may request. If the request is approved, Compliance will add the Private Placement to the list of Securities in the ELF system, at which time the Access Person can submit the request through ELF. The effective period for pre-approval for a private placement is at the discretion of Compliance but will be limited to a reasonable period of time prior to the date of the intended transaction.

Pre-Clearance Procedures for Investment, Risk, Operations, and Data and Technology Team Members

All Investment, Risk, Operations, and Data and Technology team members are also required to obtain written approval from the Trading team prior to requesting pre-clearance in the ELF system for any trades in their Access Person Accounts. The Trading team will not approve trades in Securities that WIC is researching, analyzing, or considering buying or selling for a Client or Client Account. The Trading team will copy Compliance on all approvals. Compliance will notify the Trading Team immediately of any violations of these procedures.

Exceptions to the Pre-Clearance Requirement

Pre-clearance is not required with respect to the following transactions:

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Transactions in Exempt Securities;

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Transactions made pursuant to an Automatic Investment Plan;

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Involuntary transactions¹¹;

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Receipt of rights issued by an issuer pro rata to all holders of a class of the issuer’s securities (NOTE: The exercise or sale of such rights does require pre-clearance);

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Transactions in an Exempt Account (except that pre-clearance is required for transactions in funds that are advised/sub-advised by WIC within the Water Island Capital, LLC Retirement Plan);

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Transactions in a Third-Party Managed Account; and

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Bona fide Gifts or contributions of Securities, including inheritances¹².

Please consult with Compliance if you are uncertain whether pre-clearance is required for a transaction in a particular Security.

Transactions by Family Members in Employee Benefit, Stock, Stock Option, and Deferred Compensation Plans

The purchase of an employer’s Securities under a bona fide employee benefit, stock, or deferred compensation plan by a Family Member who is an employee of the organization offering the plan does not require pre-clearance but must be reported.

The receipt of Options in an employer’s Securities under a bona fide employee stock Option plan or deferred compensation plan by a Family Member who is an employee of the organization offering the plan does not require pre-clearance or reporting.

¹¹ Examples include stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate actions generally applicable to all holders of the same class of Securities and sales of fractional shares.

¹² A “bona fide Gift or contribution” is one where the donor does not receive anything of monetary value in return.

The exercise of Options in an employer’s Securities done under a bona fide employee stock Option or deferred compensation plan by a Family Member who is an employee of the organization offering the plan does not require pre-clearance but must be reported.

The sale of an employer’s Securities requires both pre-clearance and reporting.

Restrictions on Access Person Securities Transactions

Restricted Securities

Access Persons may not acquire Beneficial Ownership of Restricted Securities in their Access Person Accounts (except in Third-Party Managed Accounts).

Sale of a Restricted Security

If an Access Person holds a Security in an Access Person Account that subsequently becomes a Restricted Security, the Access Person may be permitted to sell the position under the following circumstances:

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The sale may only take place on a day when the Firm is not contemplating trading in the Security;

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A pre-approval request must be submitted through ELF. Once pre-approval has been rejected by ELF, the Access Person must then submit the request to Compliance; and

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Compliance may approve or reject the request, in writing, based on discussions with Trading staff.

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If approved, Compliance will document its approval in ELF and the sale can only take place by the Access Person on the same day approval is obtained in ELF.

Initial Public Offerings

Access Persons are prohibited from acquiring for their Access Person Accounts any Security distributed in an Initial Public Offering until trading of the Security commences in the secondary market.

Other Prohibited Transactions

The following Securities transactions are always prohibited and will not be authorized under any circumstances, unless otherwise indicated below:

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Material Non-Public Information – Any transaction in a Security by an Access Person who possesses MNPI regarding the Security or the issuer of the Security is prohibited.

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Market Manipulation – Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading are prohibited.

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Unlawful or Prohibited Investment Company Transactions – Access Persons shall not knowingly participate in or facilitate late trading, market timing, or any other activity with respect to any Investment Company in violation of applicable law or the provisions of the fund’s disclosure documents.

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Investment Clubs – Since each member of an Investment Club generally participates in the investment decision-making process, Access Persons and their Family Members are prohibited from participating in an Investment Club unless the Access Person obtains prior written approval from Compliance.

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Other – Any other transaction deemed by the CCO to involve a Conflict of Interest, possible diversions of corporate opportunity, or an appearance of impropriety, is prohibited.

30-Day Holding Period Requirement

The Firm believes that short-term or excessive personal trading by its Access Persons can raise Conflicts of Interests. Except as otherwise approved by Compliance in very limited circumstances (such as an unforeseen financial hardship), Access Persons are subject to a minimum 30-calendar day holding period for any Reportable Security in their Access Person Accounts (except in Third-Party Managed Accounts).¹³

Excessive Trading

The Firm generally discourages short-term trading strategies, and employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or compromises the duty that the Firm owes its Clients will not be tolerated. The CCO reserves the right to limit the number of pre-clearance requests that may be submitted periodically by Access Persons.

Reporting Requirements

Access Persons are required to submit certain reporting to Compliance as set forth below. In addition to the reporting requirements disclosed below, the CCO reserves the right to require additional reporting to the extent deemed necessary.

Acknowledgement of Receipt of Code of Ethics

Compliance will provide each Access Person with a copy of the Code and any amendments to the Code. Within 10 calendar days of receiving a copy of the Code or any amendment (or the effective date of such amendment), each Access Person must submit a certification to Compliance via the ELF system acknowledging their receipt of, and their agreement to comply with, the Code or any amendment.

Holdings Reports

Initial Holdings Report

Within 10 calendar days after an Access Person joins WIC or otherwise becomes covered by the Code, the Access Person must submit an Initial Holdings Report via the ELF system disclosing all Reportable Securities of which they have Beneficial Ownership (including Securities held in Third-Party Managed Accounts). Holdings in Exempt Accounts and holdings of Exempt Securities are not reportable. The information required in the Initial Holdings Report is described below. The information contained in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the Access Person becomes covered by the Code (i.e., generally, the start date of employment).

¹³ The 30-calendar day holding period requirement will be applied across all Access Person Accounts on a last-in first-out basis (i.e., it is not applied account-by-account, on a first-in first-out basis, or on a specific identification lot basis).

Annual Holdings Report

Each Access Person must submit an Annual Holdings Report via the ELF system disclosing all Reportable Securities of which they have Beneficial Ownership (including Securities held in Third-Party Managed Accounts) at least once in each 12-month period on a date specified by Compliance. Holdings in Exempt Accounts and holdings of Exempt Securities are not reportable. The information required in the Annual Holdings Report is described below. The information contained in the Annual Holdings Report must be current as of a date no more than 45 days prior to the date the report was submitted.

Initial and Annual Holdings Report Information Requirements

The Initial and Annual Holdings Reports must include, at a minimum: (i) the name of each Reportable Security in which the Access Person has Beneficial Ownership; (ii) the exchange ticker symbol or CUSIP/ISIN/SEDOL number of each Reportable Security held; (iii) the type of Reportable Security held; (iv) the number of shares (or quantity) of each Reportable Security held; (v) the principal amount (or value) of each Reportable Security; (vi) the name of the broker, dealer, or bank with which the Access Person (or Family Member) maintains an account in which each Reportable Security is held; (vii) the account title; and (viii) the account number. Similar information for Securities other than Exempt Securities held in Third-Party Managed Accounts is also required.

Holdings information for Access Person Accounts that provide electronic feeds to ELF will be pre-populated within the Annual Holdings Report. If any holdings information is missing, incomplete, or inaccurate, you must correct it before submitting the report.

Quarterly Transaction Reports

Within 30 days after the end of each calendar quarter, all Access Persons must submit a report via the ELF system listing all Reportable Securities transactions effected in their Access Person Accounts (including transactions in Securities held in Third-Party Managed Accounts) during the prior quarter. Transactions in Exempt Accounts and Exempt Securities transactions are not reportable. Access Persons who did not effect any Reportable Securities transactions during the previous quarter are required to submit a certification in ELF indicating that no Reportable Securities transactions need to be reported.

The Quarterly Transaction Report must include, at a minimum: (i) the name of each Reportable Security traded; (ii) the exchange ticker symbol or CUSIP/ISIN/SEDOL number of the Reportable Security traded; (iii) the number of shares (or quantity) of each transaction; (iv) the principal amount (or value) of each transaction; (v) the nature or type of transaction (i.e., purchase, sale, or any other type of acquisition or disposition); (vi) the price at which each transaction was effected; (vii) the name of the broker, dealer, or bank through which the transaction was effected; and (viii) the date of each transaction.

Reportable Securities transaction information for Access Person Accounts that provide electronic feeds to ELF will be pre-populated within the Quarterly Transaction Report. If any information is missing, incomplete, or inaccurate, you must correct it before submitting the report.

New Account Reporting

All Access Persons are required to disclose in ELF any new accounts opened in which they have a Beneficial Ownership interest that hold, or have the capability of holding, Reportable Securities.

Access Persons must report new accounts by the earliest of the following dates: (i) no later than 30 calendar days after the account is opened; or (ii) one calendar day before trading in the new account.

Access Persons do not need to disclose Exempt Accounts.

Ongoing Account Reporting

Electronic Broker Feeds

Access Persons are required to turn on electronic feeds for all reportable accounts that are held with brokers that offer electronic feeds into ELF. Absent exceptional circumstances, if the broker of a reportable account does not offer an electronic feed, the account must be migrated promptly to a broker that provides such feeds into ELF. Electronic broker feeds are not required for 401(k) Plan accounts or employee stock option/purchase plan accounts offered by a Family Member’s employer for which an electronic feed is unavailable.

Duplicate Account Statements

If a reportable account does not supply an electronic feed into ELF, duplicate copies of all account statements (or holdings reports and transaction summaries originating from the broker, such as screen shots from the broker’s website) relating to the account must be provided to Compliance no less frequently than quarterly within 30 calendar days after the end of each calendar quarter. The account statements must reflect the holdings, transactions, and other activity in the account, if any.

Access Persons do not need to provide account statements for Exempt Accounts.

Gifts, Meals, Entertainment, Travel, and Charitable Contributions

General Provisions

Gifts and Entertainment can foster goodwill in business relationships; however, the giving or receiving of Gifts and Entertainment to or from Business Partners could call into question the independence of the Firm’s or an employee’s judgment as a fiduciary of its Clients. If the Firm and/or an employee was found to be acting in a position of undisclosed conflict of interest, it could be considered a breach of fiduciary duty.

WIC is relying on the professional attitude and good judgment of its employees to ensure that the Firm fully complies with all applicable policies and regulatory requirements. WIC, along with its employees and third parties that act on its behalf, are required to comply with the FCPA and, when applicable, other regulations governing bribery or payments to Public Officials in jurisdictions in which the Firm does business (e.g., the UK Bribery Act). Certain employees are registered representatives licensed to sell securities and sponsored by a brokerage firm (unaffiliated with WIC) that is registered with FINRA. These employees are required to comply with such brokerage firm’s written policies and procedures and FINRA rules relating to gifts, gratuities, and non-cash compensation.

All situations that an employee may encounter cannot possibly be addressed in Firm policies. If there are any questions as to the appropriateness of any Gift, Meal, Entertainment, or Travel item, event, or activity, it is the responsibility of the employee to seek guidance from Compliance.

The policy’s overriding principle is that employee’s (a) may not accept Gifts, Meals, Entertainment, Travel, or other things of material value in any situation where it could influence their decision-making on behalf of the Firm or make the employee feel beholden to a Business Partner; and (b) may not provide or offer Gifts, Meals, Entertainment, Travel, or other things of material value to persons with which the Firm does business that could be viewed as overly generous or aimed at influencing decision-making or making a Business Partner feel beholden to the Firm or any employee.

Employees are to be cognizant of the appearance of Gifts and Entertainment, especially from the perspective of our Clients or the media. Employees must not offer, give, or accept inappropriate Gifts, Entertainment, or other benefits to or from third parties, such as those that may be considered Bribes, corruption, or violate sexual harassment or hostile workplace laws (e.g., adult entertainment or other entertainment/venues that would not be considered business appropriate).

Moreover, employees may not accept or give Gifts, Meals, Entertainment, or Travel that exceed what is “reasonable and customary” under the circumstances of the business relationship.

“Reasonable and customary” generally means something that is:

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Appropriate under the circumstances;

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Consistent with acceptable business practices in the applicable geographical location; and

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Not lavish, extravagant, or excessive.

When an employee believes special circumstances, such as customary business practices, justify an exception to the limits described below, and the exception would not otherwise be prohibited by local law or regulations, the request for an exception should be submitted to the CCO via ELF by submitting a Gift or Business Entertainment pre-clearance request (as appropriate).

The following general restrictions also apply:

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Employees may not personally contribute to cover costs that would otherwise violate the value limits specified in this policy without prior approval from the CCO;

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Employees may not attempt to circumvent specified limits by splitting costs amongst employees;

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If an employee wants to accept more than one invitation to a Meal or Entertainment event (e.g., for a Family Member or friend), the employee must obtain pre-approval from the CCO via ELF by submitting a Business Entertainment pre-clearance request;

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Employees may not solicit a Gift or anything else of value (including Meals, Entertainment, or Travel) from a Business Partner;

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Employees may not accept a Gift or anything else of value (including Meals, Entertainment, or Travel) from a broker as compensation for directing Client portfolio transactions to such broker; and

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Employees may not provide Gifts, Meals, Entertainment, or Travel to any Business Partner in excess of any limit(s) set by such Business Partner.

With respect to dollar limits and reporting thresholds, Gifts and Entertainment must be valued at the higher of cost or market (resale) value. For example, the market value of a ticket to a sold-out event may exceed its face value. Employees are responsible for researching the market value of event tickets. If there is any question about the appropriateness or valuation of any Gift or Entertainment event, employees should consult Compliance.

ERISA Plans, Union Plans, Labor Unions, and Public Officials

ERISA prohibits the acceptance of fees, kickbacks, Gifts, loans, money, and anything of value that are given with the intent of influencing decision-making with respect to any employee benefit plan. Many public employee benefit plans are subject to similar restrictions. Employees may never offer Gifts or other favors for the purpose of influencing decisions of existing or prospective ERISA Clients.

Entertainment of ERISA or public plan trustees may be permissible if there is a business purpose for the Entertainment (e.g., review of account performance), but any such Entertainment must be consistent with the Code of Conduct of the ERISA Plan.

A Gift, Meal, Entertainment, or Travel received from a Business Partner in connection with services rendered to an ERISA Plan may not be accepted unless pre-approval is obtained from the CCO via ELF.

A Gift, Meal, Entertainment, or Travel may also not be provided to an official, employee, or other representative of an ERISA Plan, Union Plan, labor union, or a Public Official without obtaining pre-approval from the CCO via ELF.

Firm-sponsored events involving an ERISA Plan, Union Plan, or a Public Official also require pre-approval from the CCO.

Facilitation Payments made to Public Officials are prohibited without pre-approval from the CCO. Legally required administrative fees for fast-track services are not considered Facilitation Payments, or Gifts, and are allowed as long as they are transparent and are paid to a Government Entity, but not to a Public Official or other individual or entity.

Accepting Gifts, Meals, Entertainment, and Travel

Receipt of Gifts

Limit - Employees are limited to accepting Gifts that have an aggregate value of not more than US$100 per calendar year from a single donor/Business Partner unless pre-approval is obtained from the CCO via ELF.

Employees may not accept Gifts of cash, cash equivalents (e.g., a gift card or iTunes or Uber credits), or securities from a Business Partner in any amount.

The following items are not considered “Gifts” for purposes of this policy:

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Usual and customary promotional items marked with a Business Partner’s logo (e.g., umbrellas, tote bags, shirts, etc.);

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Food items shared with colleagues and consumed on the Firm’s premises (e.g., candy, cookies, and items of a like nature); and

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Usual and customary Gifts given to or by employees based on a family relationship (e.g., the Business Partner and employee have a family relationship), provided that the family relationship has already been disclosed to Compliance.

Gifts for infrequent life events (e.g., a wedding gift or congratulatory gift for the birth or adoption of a child) are not subject to the annual limit provided they are “reasonable and customary”, personal in nature and not in relation to the business of the Firm. In determining whether a Gift is “personal in nature and not in relation to the business” of the Firm, Compliance will consider the nature of any pre-existing personal relationship between the donor and the recipient.

Reporting - Employees are required to report all accepted Gifts via the ELF system within 30 calendar days from the date of receipt.

Receipt of Meals

Limit - Meals provided to employees may generally be accepted without reimbursement to the Business Partner, and without a specified limit, provided the cost and frequency of such Meals does not exceed what is “reasonable and customary” under the circumstances of the business relationship.

Meals provided to employees by Business Partners that exceed what is considered “reasonable and customary” under the circumstances of the business relationship must be reimbursed personally by the employee.

Reporting - Meals received that are considered “reasonable and customary” do not need to be reported.

Receipt of Entertainment

Limit - Employees may not accept Entertainment with a cost or market (resale) value greater than US$300 per occasion or US$1,000 per calendar year from the same donor/Business Partner unless pre-approval is obtained from the CCO via ELF.

Employees may not accept Entertainment unless (i) there is a business purpose for such event (e.g., relationship building) and (ii) both the employee and the donor are present. If an event or activity is not attended with the Business Partner or there is not an opportunity at the event or activity to discuss business matters, then the event or activity is considered a Gift.

From time to time, compliance may impose additional restrictions with respect to the receipt of certain Entertainment events, such as limiting the number of events an employee may attend or prohibiting attendance at certain events.

Reporting - All Entertainment accepted must be reported in ELF within 30 calendar days from the date of receipt.

Receipt of Travel

Limit - Travel should generally not be accepted from third parties unless an employee is at a business meeting, Meal, or Entertainment event with a Business Partner and the Business Partner, who is not associated with an ERISA Plan, pays for local transportation related to the meeting or event.

Otherwise, an employee may not accept Travel without obtaining pre-approval from the CCO via ELF.

Reporting - All Travel taken by an employee paid for by a third party outside the limited exception specified above must be reported in ELF (via a Business Entertainment notification) within 30 calendar days from the date of receipt, providing details of the Travel, the cost, and the purpose of the trip.

Providing Gifts, Meals, Entertainment, and Travel

Giving Gifts

Limit - Employees may not give any Gift(s) with an aggregate value in excess of US$100 per calendar year to any Business Partner, person associated with a securities or financial organization, including brokerage firms or other investment management firms, or to members of the news media. Please note that some Business Partners may have Gift policies that are more restrictive and may be prohibited from accepting Gifts other than promotional items from the Firm.

Employees may not give Gifts of cash, cash equivalents (e.g., a gift card or iTunes or Uber credits), or securities to a Business Partner in any amount.

Reporting - All Gifts provided to third parties must be reported in ELF or in an expense report submitted to Finance within 30 calendar days from the date the Gift was given.

Providing Meals

Employees may provide Meals to a third party without a specified limit, where such provision would be “reasonable and customary” under the circumstances of the business relationship.

Reporting - All Meals provided to third parties must be reported in ELF (via a Business Entertainment notification) or in an expense report submitted to Finance within 30 calendar days from the date the Meal was provided.

Providing Entertainment

Limit - Employees may not provide Entertainment to a Business Partner with a cost or market (resale) value greater than US$300 per person per occasion or US$1,000 per person per calendar year unless pre-approval is obtained from the CCO via ELF.

Employees may not provide Entertainment unless (i) there is a business purpose for such event (e.g., relationship building) and (ii) both the employee and the recipient are present. If an event or activity is not attended with the Business Partner or there is not an opportunity at the event or activity to discuss business matters, then the event or activity is considered a Gift.

Reporting - All Entertainment provided to third parties must be reported in ELF or in an expense report submitted to Finance within 30 calendar days from the date the Entertainment was provided.

Providing Travel

Limit - Travel should generally not be provided to third parties unless an employee is at a business meeting, Meal, or Entertainment event with a Business Partner who is not associated with an ERISA Plan, Union Plan, labor union, or a Public Official, and the employee pays for local transportation related to the meeting or event.

Otherwise, Travel may only be provided under exceptional circumstances and with the prior approval of the CCO.

Reporting - All Travel provided to third parties must be reported in ELF (via a Business Entertainment notification) or in an expense report submitted to Finance within 30 calendar days from the date the Travel was provided.

Charitable Contributions

Employees may not solicit a Charitable Contribution from a Business Partner without prior approval from the CCO, who shall maintain a record of each such solicitation.

From time to time, the Firm or its employees may be solicited by Business Partners or otherwise wish to make Charitable Contributions. Employees must obtain pre-approval from the CCO for all business-related Charitable Contributions. Business-related Charitable Contributions include, but are not necessarily limited to, the following:

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Charitable Contributions solicited by or on behalf of a Business Partner or Public Official; and

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Charitable Contributions to be made to an organization associated with a Business Partner or Public Official.

Employees may otherwise make Charitable Contributions without preclearance or reporting.

Reporting in ELF and Expense Reports

If a Business Partner provides Gifts, Entertainment, or Travel to multiple employees, each employee is individually responsible for reporting their receipt of such Gifts, Entertainment, or Travel in ELF. Conversely, if an employee provides Gifts, Meals, Entertainment, or Travel to a Business Partner and more than one employee participates, only one employee is required to report the item, event, or activity in ELF or in an expense report, but the employee must identify all participants in attendance.

Although employees may delegate the task of reporting into ELF or an expense report to a designee, the responsibility to ensure that all reporting complies with this policy and has been reported in an accurate and timely manner lies with each employee who received or gave the Gift, Meal, Entertainment, or Travel item.

Employees must make all certifications via ELF required by Compliance pertaining to Gifts, Meals, Entertainment, Travel, and Charitable Contributions.

Outside Business Activities and Other Potential Conflicts of Interest

General Provisions

The Firm requires that employees devote their full professional attention to the interests of the Firm and its Clients. Employees have a fiduciary duty towards Clients and must not place their personal interests before the interests of Clients or the Firm. Compliance with this duty can best be achieved by avoiding activities, interests, or associations outside of the Firm that could interfere with, or give the appearance of interfering with, an employee’s ability to act in the best interests of Clients or the Firm or perform work for Clients or the Firm objectively and effectively. Employees must fully disclose all material facts concerning potential Conflicts of Interest that do arise with respect to any Client or the Firm. The appearance of a Conflict of Interest may be just as harmful to the Firm’s reputation as an actual conflict.

An “Outside Business Activity” includes the following:

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Being engaged in any outside business;

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Being employed by, or receiving compensation from, any other person, entity, or organization;

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Being involved in any other endeavor that may interfere with your responsibilities to the Firm.

A potential “Conflict of Interest” occurs when the personal interests, activities, or relationships of an employee could potentially interfere or compete with the interests of Clients or the Firm.

Examples of potential Conflicts of Interest include the following (not an exhaustive list):

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Either you or a Family Member serves as a director, officer, owner, partner, employee, or agent of, or consultant to, any firm or organization that does business with or seeks to do business with the Firm (e.g., Clients, prospective Clients, consultants, vendors, broker/dealers, custodian banks, etc.) or any competitor of the Firm;

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Either you or a Family Member receives any compensation from, or has a direct or indirect Material Economic Interest in, any Business Partner or competitor of the Firm;

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Either you or a Family Member is employed by a Government Entity; or

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Either you or a Family Member is involved in any other activity, relationship, or association that could be perceived as a potential Conflict of Interest of your duties to Clients or the Firm.

A “Material Economic Interest” means an economic interest that could, or might reasonably be thought to, influence judgment or action. As an example, an investment representing less than one-tenth of 1% of a class of outstanding securities of a publicly held company would generally not be considered a Material Economic Interest.

Restrictions on Outside Business Activities and Other Activities, Interests, and Relationships

Employees are prohibited from participating in an Outside Business Activity if the proposed activity could:

●

Violate any law or regulation;

●

Involve prolonged absences during business hours;

●

Interfere with, or give the appearance of interfering with, the employee’s ability to act in the best interests of Clients or the Firm or perform work for Clients or the Firm objectively and effectively; or

●

Create adverse publicity or potential liability for, or potentially harm the reputation of, the Firm.

No employee may:

●

Improperly cause the Firm to take action, or fail to take action, for their personal benefit rather than the benefit of Clients or the Firm;

●

Misuse their position with the Firm, or confidential information that belongs to Clients or the Firm, for personal gain; or

●

Compete with the Firm.

For example, an employee may not:

●

Commit the Firm to any agreement or arrangement with any entity in which they, directly or through a Family Member, have any Material Economic Interest;

●

Appropriate any business opportunity for personal gain;

●

Enter into any business or financial relationship personally with a Business Partner if such employee is responsible for the relationship between the Firm and the Business Partner;

●

Make any investment or enter into any transaction that, because of the employee’s position, is offered as a personal favor or is made available on terms or conditions more favorable than those generally available to the public; or

●

Engage in personal investment transactions to an extent that diverts the employee’s attention from or impairs the performance of their duties in relation to the business of the Firm and its Clients.

Pre-Clearance Requirement

Employees must inform their immediate supervisor and obtain pre-clearance from the CCO via ELF before they engage in any Outside Business Activity.

All approved Outside Business Activities are subject to the following conditions:

●

The employee is prohibited from implying that they are acting on behalf of, or as a representative of, the Firm;

●

The employee is prohibited from using the Firm’s offices, equipment, or stationery for any purpose not directly related to the Firm’s business; and

●

The employee must immediately report to the CCO any material changes with respect to the Outside Business Activity, as well as any Conflicts of Interest that may arise after the activity is approved.

Since changing circumstances may require a reappraisal of an employee’s Outside Business Activities, WIC reserves the right to revoke a prior consent to engage in any Outside Business Activity at any time.

Reporting Requirements

Employees are required to report all Outside Business Activities and any other activity, interest, or relationship that could present a potential Conflict of Interest or potentially harm the Firm’s reputation.

Employees have an ongoing obligation to provide updated information in ELF relating to any previously approved Outside Business Activity or potential Conflict of Interest should there be a material change to their title, position, or association with an organization or other relevant facts and circumstances.

Employees are required to disclose any affiliation with any company or fund that the Firm is considering for investment or is invested in on behalf of a Client.

Employees must also make all certifications via ELF required by Compliance pertaining to Outside Business Activities and potential Conflicts of Interest.

Political Contributions and Activities

General Provisions

Federal, state, and local laws and regulations place certain restrictions on Political Contributions and Political Activities of companies and their employees.

Such laws and regulations include, but are not limited to, Rule 206(4)-5 under the Advisers Act (also known as the “Pay-to-Play Rule”), all national, state, provincial, and other municipal election and campaign laws, all laws and regulations relating to the solicitation of investment advisory services from Government Entities, the FCPA (which generally prohibits US firms from making payments to non-US Officials for the purpose of obtaining or retaining business with, or directing business to, any person), and the UK Bribery Act (which governs how companies can behave when seeking overseas contracts).

As a result, a violation of these laws and regulations, including this policy, could cause the Firm to forfeit compensation, bar WIC from doing business (including forcing WIC to resign from an existing Client mandate), subject WIC to fines or penalties (including the two-year “time-out” provision in Rule 206(4)-5 under the Advisers Act), and damage WIC’s reputation.

All Political Contributions, including in-kind contributions and other payments made to Public Officials, and all Political Activities engaged in by the Firm or by employees of the Firm must comply with this policy and all applicable laws and regulations in the jurisdictions in which such Political Contributions are made or such Political Activities are engaged in.

Moreover, employees engaging in Political Activities are expected to do so as private citizens and must always make clear that their views and actions are their own, and not those of the Firm.

General Restrictions and Prohibitions

The Firm and its employees are prohibited from engaging in the following activities:

●

Soliciting or Coordinating Political Contributions – The Firm and its employees are prohibited from solicitating or coordinating a Political Contribution from another employee or any other person or coercing or pressuring another employee or person to support or oppose any political candidate or election;

●

Use of Firm Facilities or Resources – The Firm and its employees are prohibited from using Firm assets, funds, equipment (e.g., letterhead, copy machines, phones, computers, fax machines, email, etc.), personnel, workplace or other resources for political campaigns, fundraising, or other similar political purposes without pre-approval from the CCO;

●

Political Office – No employee may seek political office or accept political appointment without first obtaining the requisite pre-approval(s) for Outside Business Activities;

●

Gifts and Entertainment – The Firm and its employees may not give or provide Gifts and/or Entertainment directly or indirectly to a Public Official (including immediate family members of the Public Official) without pre-approval from the CCO; and

●

Kickbacks and Bribes – The Firm and its employees are prohibited from making a Political Contribution or engaging in a Political Activity for the purpose of influencing a Public Official’s decision to hire or retain the Firm. Neither the Firm nor its employees may make any payment to a Public Official without pre-approval from the CCO.

Employees may not engage in pay-to-play conduct indirectly, such as by directing or funding Political Contributions through third parties such as spouses, lawyers, or companies affiliated with the Adviser, if that conduct would violate any law, rule, or regulation if the Adviser or employee did it directly.

Moreover, the Firm may not pay a third party, such as a solicitor or placement agent, to solicit a Government Entity on behalf of the Adviser, unless that third party is an SEC-registered investment adviser, broker-dealer, or municipal advisor subject to similar pay-to-play restrictions and the requirements for paid solicitation arrangements as described in the Firm’s Advertising and Marketing Policy are satisfied.

Rule 206(4)-5 under the Advisers Act

Rule 206(4)-5 under the Advisers Act prohibits investment advisers from providing advisory services for compensation to a US Government Entity (i.e., any state or political subdivision or any agency, authority, or instrumentality thereof) either directly or through a covered investment pool¹⁴ if the adviser or its Covered Associates have made a Political Contribution within the previous two years to an elected official of a state (or political subdivision of a state) who is in a position to influence the selection of the adviser.

Exceptions - Political Contributions that would otherwise disqualify an adviser from providing investment advisory services to a US Government Entity can be made under the following circumstances:

¹⁴ A “covered investment pool” means: (i) any investment company registered under the 1940 Act that is an investment option of a plan or program of a US Government Entity; or (ii) any company that would be an investment company under section 3(a) of the 1940 Act but for the exclusion provided from that definition by either section 3(c)(1), section 3(c)(7), or section 3(c)(11) of the 1940 Act (e.g., the Private Funds offered by the Firm).

●

De Minimis Contributions – SEC rules permit a Covered Associate to make contributions to US State/Local Officials for whom they were entitled to vote at the time of the contribution if, in the aggregate, the contributions do not exceed US$350 to any one official, per election. If the Covered Associate was not entitled to vote for the official at the time of the contribution, such contribution may not exceed US$150, in the aggregate, to any one official, per election.

●

New Covered Associates – Contributions made by new Covered Associates more than six months prior to joining the adviser will not disqualify the adviser, as long as such Covered Associates do not solicit Clients for the adviser.

●

Returned Contributions – In very limited circumstances, an adviser might not be disqualified from providing investment advisory services to a US Government Entity if the prohibited contribution was less than US$350, is discovered within four months of the date of the contribution, and returned within 60 days after the date of discovery. The Firm may not take advantage of this exception more than two times per calendar year, and not more than once per Covered Associate regardless of the time period.

Lobbying Activities

For the purpose of this policy, “lobbying” is defined as the attempt to influence, or supporting the attempt to influence, the decisions of a Public Official or public entity, including but not limited to decisions surrounding the award or terms of a business contract or business arrangement. These activities can occur at the federal, state, or local levels and include activities done on behalf of the Firm by third parties.

Any employee who engages in lobbying activities may be construed as a lobbyist under relevant laws. The employee, third party, and/or the Firm may be required to register as a lobbyist with the relevant authorities and satisfy such authorities’ reporting requirements.

Lobbying activities engaged in or conducted by employees for personal or individual reasons are not subject to this policy as long as the employee does not (i) act as a representative of the Firm, or (ii) use Firm facilities or resources to promote any lobbying activity.

Employees should contact Compliance prior to engaging in any activities that could be construed as lobbying.

Pre-Clearance Requirement

All employees must obtain pre-approval from Compliance for all Political Contributions (whether at the federal, state, or local level) via the ELF system, including:

●

Political Contributions that are paid from accounts held in the name of the employee and those jointly held with others; and

●

Political Contributions that are made by the employee’s spouse, domestic partner, and/or minor children.

Employees must also obtain pre-approval from Compliance prior to engaging in any Political Activity or lobbying activity.

Reporting Requirements

After obtaining pre-clearance, employees must ensure that all Political Contributions that they or their spouse, domestic partner, and/or minor children have made and all Political Activities they have engaged in are properly reported in ELF within 30 calendar days of the date the Political Contribution was made or the Political Activity occurred.

New employees are required to report all Political Contributions made within the two years preceding the start of employment with the Firm.¹⁵

Employees must also make all certifications via ELF required by Compliance pertaining to Political Contributions and Political Activities.

Recordkeeping Requirements

Advisers that have US Government Entity Clients, or that provide investment advisory services to a covered investment pool in which a US Government Entity investor invests, are required to make and keep records for five years of:

●

The names, titles, and business and residence addresses of all Covered Associates;

●

All direct or indirect Political Contributions made by the Firm or Covered Associates to an official of a US Government Entity, or direct or indirect payments to a Political Party of a state or political subdivision thereof, or to a Political Action Committee. These records must include the name and title of each contributor, the amount and date of each contribution or payment, the name and title of each recipient (including any city/county/state or other political subdivision) of a contribution or payment, and whether any such contribution was the subject of the exception for certain returned contributions;

●

The name and business address of any person or entity to whom the Firm provides or agrees to provide, directly or indirectly, payment to solicit a US Government Entity for investment advisory services on its behalf;

●

All US Government Entities whose accounts were identified as those of a US Government Entity at or around the time of the initial investment to the Firm or one of its Client servicing employees or Covered Associates;

●

All US Government Entities that sponsor or establish a 529 Plan and have selected a fund advised by the Firm as an option to be offered by such 529 Plan;

●

All US Government Entities that have been solicited to invest in a fund advised by the Firm either (i) by a Covered Associate, or (ii) by an intermediary of the fund if a Covered Associate or Client servicing employee of the Firm participated in or was involved in such solicitation, regardless of whether such US Government Entity invested in the fund; and

●

All US Government Entities that invest in funds advised by the Firm whose accounts can reasonably be identified as being held in the name or for the benefit of such US Government Entity on the records of the fund or the transfer agent.

¹⁵ Rule 206(4)-5 under the Advisers Act includes a two-year “look back” provision for certain Covered Associates.

Compliance Monitoring

Compliance will monitor all requests for new Client Accounts and subscriptions to identify any US federal, state, or local Government Entities (including pension and other benefit plans of such entities) that may become Clients of the Firm or investors in its funds. Compliance will review Political Contributions made by Covered Associates for the prior two years to determine whether the Firm will be permitted to provide services to such Clients or investors, and if contributions have been made, whether corrective action, including seeking a return of the contribution, should be taken. With respect to investment companies advised by the Firm, Compliance will obtain from the transfer agent, on a quarterly basis, a list of shareholder accounts that may be coded as Government Entities. Compliance will assess such information and make a reasonable determination as to whether the accounts are deemed to be a state or local US Government Entity.

Anti-Bribery and Anti-Corruption

General Provisions

WIC and its employees are subject to and must comply with the FCPA and, when applicable, the anti-bribery and anti-corruption laws of other jurisdictions in which the Firm does business (e.g., the UK Bribery Act).

The FCPA prohibits improper payment to, or other improper transactions with, non-US Officials to influence performance of official duties. The FCPA prohibits offering to pay, paying, promising to pay, or authorizing the payment, directly or indirectly through a third party, of money or anything of value to any non-US Official in order to influence any act or decision of the Official in his or her official capacity or to secure any other improper advantage in order to obtain or retain business. The FCPA applies to US entities and persons and their officers, directors, and employees. Non-US persons are also subject to the FCPA to the extent that they carry out any part of any prohibited activity in or from the US.

Business and Client-related investment activities of the Firm that may raise issues under the FCPA include:

●

Raising funds or capital or seeking investment management Clients outside the US (including from foreign government or state-owned investment entities or sovereign wealth funds);

●

Acquisition of a significant or controlling interest in a non-US company;

●

Investment in an entity or joint venture owned or partially owned by a non-US government; and

●

Use of consultants, agents, or other third parties in soliciting non-US investors or Clients or in seeking or making non-US investments.

The Firm’s policy prohibits employees from offering or paying any Bribes or other types of improper inducements to any person for any purpose, nor shall employees solicit or accept any Bribes or improper inducements. This prohibition also includes Bribes or inducements indirectly offered or paid through an agent or another third party, and it applies irrespective of the source of the funds, item of value, or other advantage.

WIC also expects employees to act in accordance with the appropriate standards of professional and ethical conduct and to not engage in any corrupt activities or behavior.

Prohibited Payments

Employees are prohibited from paying, offering to pay, or promising to pay money or anything of value (including Gifts, Meals, Entertainment, and Travel) to a Public Official, directly or indirectly, with the intent to induce the recipient to misuse his or her official position, to obtain any improper advantage or to direct business wrongfully to the Firm. Additional examples of the types of payments that may be considered payments of value that can violate the FCPA include:

In-kind contributions;

Investment opportunities;

Subcontracts;

Positions in joint ventures;

Favorable contracts;

Consulting fees;

Business opportunities or employment (hiring) opportunities for family members of Public Officials;

Political contributions; and

Charitable donations and sponsorships.

In certain cases, providing a payment or other inducement to a person known to be an immediate family member of a Public Official may be the equivalent of providing a thing of value to the Public Official directly. Similarly, providing a payment or other inducement to any person knowing that all or part of its will be passed on to a Public Official is equally subject to these restrictions.

Permissible Payments

The FCPA permits payment or reimbursement of reasonable and bona fide expenses of a non-US Official (e.g., travel and lodging expenses) relating to the promotion, demonstration, or explanation of a product or service or to the execution or performance of a contract with a foreign government. Even though not expressly permitted under the UK Bribery Act, guidance has been put forth by the regulator that it will not take action against a company if such expenditures are reasonable. Travel costs and modest and reasonable business Meals and Entertainment that are incidental to business discussions generally will fit within this exception.¹⁶

The giving of customary Gifts, or the provision of modest Meals or Entertainment in connection with business discussions to Public Officials, is not barred by the FCPA or UK Bribery Act so long as the provision of such benefits is not “corrupt”, meaning not intended to wrongfully influence the recipient. It is not likely that the giving of a customary and modest Gift, Meal, or Entertainment item is intended to influence the decision-making of a Public Official or to be perceived as such.

Gifts generally should be given to Public Officials only in connection with national, traditional, or religious holidays or, where customary, to celebrate significant personal events such as marriages or births. Gifts branded with the Firm’s logo are preferred if such Gifts are socially acceptable in the jurisdiction. Even

¹⁶ A Public Official generally should be invited to Meals and Entertainment events only when the Meal or Entertainment is incidental to genuine, necessary business discussions with the Public Official. For example, a modest Meal or Entertainment may be provided to a Public Official when it is incidental to lawful lobbying and complies with the laws and regulations of the local jurisdiction.

branded Gifts should be given in small quantities having low cash value. Gifts should be given openly, so that supervisors of a Public Official can see that a Gift is being tendered. For example, it is preferable that Gifts be sent to the office of employment of a Public Official and not to his or her home, hotel, or other address.

The FCPA permits certain small “facilitating” or “expediting” payments to non-US Officials to ensure that they perform routine, non-discretionary governmental duties (e.g. expediting permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pick-up and delivery; providing phone service, power and water supply, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country). However, the UK, Canada, and certain other jurisdictions do not recognize the legality of Facilitation Payments and may not draw any distinction from Bribes.¹⁷

Compliance Pre-Approval

Employees are required to obtain written approval from Compliance prior to:

●

Entering into an arrangement on behalf of the Firm or any of its Clients with a third-party intermediary who will act as placement agent or otherwise assist in the solicitation of investors or Clients outside the US;

●

Entering into a transaction on behalf of the Firm or any of its Clients for the acquisition of a significant or controlling interest in a non-US company;

●

Entering into a joint venture on behalf of the Firm or any of its Clients to be owned or to be partially owned by a foreign government or Public Official; and

●

Providing any Gift, Meal, Entertainment, or Travel item to a Public Official or immediate family member or guest of a Public Official.

For the avoidance of doubt, in the event an employee or agent determines that a failure to make a payment may result in personal harm or detention, the employee of agent should make such payment and report the incident to the CCO as soon as practicable for documentation as a possible exception to this policy.

Use and Appointment of Agents

If the Firm uses a third-party agent, including a placement agent, to assist with introductions to investors, identifying potential investments, or marketing and distribution of the Firm’s funds and services, such agent will be subject to:

●

Due diligence prior to appointment;

●

A written agreement between the Firm and the agent. This agreement will contain an anti-bribery and anti-corruption clause which outlines the standards of conduct WIC expects from the agent based on this policy; and

¹⁷ Technically illegal under the UK Bribery Act, the UK Ministry of Justice guidance recognizes that total eradication is a long-term objective and will need to be worked towards over a period of time. The Organisation for Economic Co-operation and Development (OECD) in its Recommendation of the Council for Further Combating Bribery of Foreign Public Officials in International Business Transactions (November 2009) encourages companies to prohibit or discourage small Facilitation Payments.

●

Periodic attestations from the agent that they are in compliance with their written agreement with the Firm.

The type and scope of due diligence and number and type of attestations or certifications to be required in any case may vary depending on the circumstances and relative risk of each particular situation.

Administration of the Code of Ethics

Administering and Monitoring Compliance

The CCO is responsible for administering and monitoring compliance with the Code. The CCO shall:

●

Develop policies and procedures reasonably designed to implement and enforce the Code;

●

Be authorized to grant and document exceptions or exemptions on an individual or group basis, to any provision of the Code, provided that such exceptions or exemptions are consistent with the spirit of the principles of the Code and of the Firm (e.g., they would not be inconsistent with Clients’ interests) and applicable law;

●

Be authorized to designate one or more persons to have the authority and responsibility when necessary and appropriate to handle, without limitation, the compliance functions outlined within the Code, compliance manual, and other policies and procedures, including reviewing transaction and holdings reports and other reporting and certifications submitted by Access Persons;

●

Be authorized to resolve issues of whether information received by an employee constitutes MNPI;

●

Investigate any suspected violation of the Code and shall communicate promptly to an Access Person/employee any suspected violation of the Code by such person;

●

Be authorized to determine disciplinary sanctions or remedial action for violations of the Code;

●

Bring material violations of the Code to the Ethics Committee’s and Management Committee’s attention;

●

Conduct periodic training to explain and reinforce the terms of the Code;

●

Answer questions regarding the Code, and keep up-to-date on changes in applicable laws and regulations;

●

Maintain confidential information regarding personal transactions and holdings and only disclose such information to persons with clear need-to-know, including regulators and other parties when required or deemed necessary or appropriate by the CCO in conformance with law or the provisions of the Code; and

●

Review the Code on at least an annual basis for adequacy and the effectiveness of its implementation and recommend to the Management Committee any amendments as are necessary or appropriate.

No member of Compliance may review his or her own transactions.¹⁸

The CCO will also review the Adviser’s Form ADV, Part 2A brochure on at least an annual basis to ensure that the brochure accurately described the Firm’s Code and any Conflicts of Interest that may arise from the personal trading and other activities by Access Persons/employees.

¹⁸ The Firm currently has two compliance officers. The Compliance Officer is responsible for reviewing the CCO’s transaction reports and vice versa. In the absence of the Compliance Officer, the Firm’s Managing Member will be responsible for reviewing the CCO’s compliance with the Code.

Confidentiality

Compliance will use its best efforts to assure the personal holdings information of Access Persons is treated confidentially. However, the Firm is required by law to review, retain, and, in certain circumstances, disclose documents containing personal holdings information. Therefore, such information will be available for inspection by appropriate regulatory agencies and by other parties within and outside the Firm as necessary to evaluate compliance with the Code or other requirements applicable to the Firm.

Information relating to violations of the Code and certain employee activities (e.g., Outside Business Activities and Conflicts of Interest) may be reportable to Clients, regulators, and other parties as required by law.

Training

All Access Persons/employees are required to attend any mandatory training sessions conducted by Compliance concerning the Code.

Recordkeeping Requirements

Copies of Access Person/employee reports and certifications, pre-clearance requests, confirmations, and account statements, compliance reviews, and each version of the Code will be maintained as required by applicable recordkeeping requirements. A record of all persons who are or were required to make reports pursuant to the Code, and the period(s) they were required to do so, and a record of each violation of the Code, and of any action taken as result of the violation, will also be maintained.

Violations

Failure of any Access Person/employee to obtain proper approvals or make any report as required under the Code may result in sanctions. Sanctions or remedies could include, but are not necessarily limited to, a letter of reprimand, escalation to management, fines donated to charity, forced sale of Securities, forfeiture of or reimbursement for any item received, profit disgorgement, suspension of personal trading rights, and/or suspension or termination of employment. In addition, violators may be subject to civil or criminal penalties.

Final disciplinary sanctions or remedial action will be determined by the CCO and/or the Firm’s Ethics Committee, which may take into account certain factors, including, but not limited to, whether the violation was inadvertent, any pattern or practice of violations, the materiality of the activity, and any harm caused.

Where an Access Person is required to reverse a transaction in question and forfeit any profit or absorb any loss associated or derived as a result, the amount of profit shall be calculated by Compliance and shall be remitted by the Access Person to a charitable organization or other place selected by the Firm. The Access Person must provide evidence of the remittance no later than 10 calendar days after being notified in writing by Compliance of the amount to be remitted.

Failure to abide promptly to a directive from the CCO or management to reverse a trade or forfeit profits or to take other corrective steps requested by the Firm (e.g., actively seeking the return of a Political Contribution in violation of the Code) may result in the imposition of additional sanctions.

Reporting Violations

As required by Rule 204A-1 under the Advisers Act, Access Persons are required to report any violation, whether actual or suspected, of the Code promptly to the CCO. It will be considered a violation of the Code for an Access Person to fail to report a known violation or withhold relevant or material information concerning a known violation of the Code.

Any reports of violations from Access Persons/employees will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.

Reports of violations of the Code may be submitted to the CCO on an anonymous basis. Access Persons/employees who wish to report a violation anonymously may do so by sending a letter to the CCO marked as “Personal and Confidential”. If the CCO is involved in the violation or is unreachable, Access Persons/employees may report a violation to the Firm’s Managing Member.

Retaliation against any Access Person/employee who reports a violation in good faith is prohibited and constitutes a further violation of the Code. Furthermore, nothing in this section of the Code, or in any other Firm policy, restricts the ability of an Access Person/employee to report matters to the SEC, or to take any other action in conformance with the SEC’s Whistleblower Rules under Section 21F of the 1934 Act.

Mutual Fund Board Reporting and Approval of the Code of Ethics

The Firm serves as adviser or sub-adviser to a number of mutual funds and ETFs. The Board of Trustees of each mutual fund and ETF advised or sub-advised by the Firm, including a majority of the independent trustees/directors, must approve the Firm’s Code of Ethics. In addition, no less frequently than annually, the Firm must provide each mutual fund Board a written report that:

●

Describes any issues arising under the Code since the previous report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

●

Certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

The Firm’s CCO is required to notify the Board of each mutual fund and ETF advised or sub-advised by the Firm of any material changes to the Code of Ethics within six months of adoption of any such change. The CCO will also provide a memorandum describing the changes to the Code and the reasons for the changes, if applicable.


		Exhibit (p)(xxiv)

CODE OF ETHICS

Westwood Holdings Group, Inc.

Westwood Management Corp.

Westwood Trust

Westwood Advisors, L.L.C.

Westwood International Advisors Inc.

Introduction

The purpose of this Code of Ethics is to promote honest and ethical conduct, focus the Board of Directors and management of Westwood Holdings Group, Inc. (“WHG”) and its subsidiaries on areas of ethical risk, provide guidance to directors, officers and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help to preserve the culture of honesty and accountability at the Companies (as defined below).

This Code of Ethics establishes rules of conduct for persons who are associated with the Companies. The Code governs their personal investment and other investment-related activities and is designed to prevent violations of the applicable federal securities laws and mitigate conflicts of interest.

The basic rule is very simple: Put the client’s interests first. The rest of the rules elaborate this principle. This Code is intended to assist the Companies in fulfilling their obligations under the law. Article II sets forth to whom the Code applies, Article III deals with personal investment activities, Article IV deals with other sensitive business practices, and subsequent parts deal with reporting and administrative procedures.

The Code is very important to the Companies and their employees. Violations can not only cause the Companies embarrassment, loss of business, legal restrictions, fines and other punishments, but for employees can lead to demotion, suspension, termination, ejection from the securities business, and large fines.

Annually, each Covered Person will receive a copy of this Code and any amendments thereto and will provide the Chief Compliance Officer with a written acknowledgment of their receipt.

II.

Applicability

(A)

The Code applies to each of the following:

The Companies named or described at the top of page one of the Code and all entities that are under common management with these Companies or otherwise agree to be subject to the Code (“Affiliates”).


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Any officer, employee-director, or employee of any Company or Affiliate, and, as may be determined by the Chief Compliance Officer on a case-by-case basis, any other non-employee, consultant, or long-term contract employee of any Company or Affiliate.

In the case of any non-employee, consultant, or long-term contract employee, the Chief Compliance Officer shall notify such individual as to whether he or she is considered a Covered Person (as defined below).

(B)

Definitions

Beneficial Ownership. Ownership of a security where a Covered Person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (1) Voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) Investment power which includes the power to dispose, or to direct the disposition of, such security.

Chief Compliance Officer. The person designated as WHG’s Chief Compliance Officer. Actions and approvals to be taken by the Chief Compliance Officer under this Code may be delegated by the Chief Compliance Officer to other members of the Legal and Compliance Department.

Clients. Investment advisory accounts maintained with any of the Companies or Affiliates by any person, other than Covered Person Accounts.

Companies. The companies named or described at the top of page one of this Code.

Compliance Monitoring System. Schwab Compliance Technologies (also known as Schwab CT) or such other similar system or software as the Companies may use from time to time for their electronic compliance monitoring activities.

Covered Persons. The Companies and the persons described in item (A) above.

Covered Person Account. Includes all advisory, brokerage, trust or other accounts or forms of direct Beneficial Ownership in which one or more Covered Persons and/or one or more members of a Covered Person’s immediate family have a substantial proportionate economic interest excluding employee 401(k) provider accounts and any accounts with Westwood Trust for the benefit of the employee or their immediate family over which such individuals do not have investment discretion. Immediate family includes a Covered Person’s spouse and minor children and any family member living in the same household as the Covered Person. A substantial proportionate economic interest will generally be 10% of the equity in the account in the case of a Covered Person and 25% of the equity in the account in the case of all Covered Persons in the aggregate whichever is first applicable. Investment partnerships and similar indirect means of ownership other than registered open-end investment companies are also treated as accounts.

The following accounts are not considered Covered Person Accounts:


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Accounts in which one or more Covered Persons and/or their immediate family have a substantial proportionate interest who have no affiliation with the Companies and with respect to which no Covered Person has, in the judgment of the Chief Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process are not Covered Person Accounts (a “Managed Account”).

Bona fide error accounts of the Companies and the Affiliates are not Covered Person Accounts.

Executive Manager. The Chief Executive Officer (“CEO”), the co-Directors of Equity Portfolios, the Director of Equity Research of WHG, the Director of Multi Asset Portfolios or the senior operating person of Westwood International Advisors Inc.

Fund Clients. Clients that are the private funds and the registered investment companies or series thereof.

10.

Portfolio Managers. Covered Persons who are principally responsible for investment decisions with respect to any Westwood Strategies.

11.

Security. Any financial instruments treated as a security for investment purposes and any related instruments such as futures, forward or swap contracts entered into with respect to one or more securities. However, the term Security does not include securities issued by the Government of the United States (e.g. Treasury bonds, Treasury notes, and Treasury bills), bankers’ acceptances, bank certificates of deposit, and commercial paper.

12.

Westwood Strategy. Products managed and controlled by (a) Westwood Management Corp., other than the Custom Asset Allocation accounts, (b) Westwood Advisors, L.L.C., (c) Westwood International Advisors Inc., or (d) Westwood Trust, with respect to its proprietary model accounts only. For the sake of additional clarity, a strategy that is managed by a sub-advisor or independent third party is not considered a Westwood Strategy.

III.

Restrictions on Personal Investing Activities

(A)

Basic Restriction on Investing Activities

If a Security is owned in any Westwood Strategy, excluding municipal securities, such Security or any related Security (such as an option, warrant or convertible security) may not be purchased or sold for any Covered Person Account subject to the previously owned related Security exception set forth in paragraph (B) and permitted exceptions set forth in paragraph (G) below. If a Covered Person owns a Security that is subsequently purchased in any Westwood Strategy, the Covered Person may not sell such Security until it is sold out of all Westwood Strategies subject to the permitted exceptions set forth in paragraph (G) below. If a purchase or sale order is pending for any Westwood Strategy by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for a Covered Person Account will be denied unless the request complies with the permitted exceptions set forth in paragraph (G) below. If a Security is under active consideration for purchase in any Westwood Strategy by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for a Covered Person Account may be denied at the discretion of the Chief Compliance Officer and the Executive Manager.


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For further restrictions on the purchase or sale of WHG securities, please refer to the Amended and Restated Insider Trading Policy.

(B)

Investments Owned Prior to Employment

If a Security or a related Security that is owned in a Westwood Strategy is also owned by a Covered Person when such person becomes a new employee, such Covered Person will have two weeks from the date of their employment orientation (the “Amnesty Period”) to decide whether they want to sell their position in the Security, and all sales must occur within the Amnesty Period. After Amnesty Period, all future transactions in such Security will be subject to paragraph (A). Covered Persons must obtain pre-clearance approval for any Security or related Security traded during the two-week window.

(C)

Initial Public Offerings

No Security or related Security may be acquired in an initial public offering (“IPO”) for any Covered Person Account, unless the IPO is granted as part of an employee benefit plan to a non-employee Covered Person (for example, an employee’s spouse is awarded IPO shares from his or her employer).

(D)

Blackout Period

No Security or related Security may be bought, sold or exercised for any Covered Person Account during the period commencing three (3) business days prior to and ending three (3) business days after the purchase or sale (or entry of an order for the purchase or sale) of that Security or any related Security for the account of any Client unless the transaction falls under the exception set forth in paragraph (B) or complies with the permitted exceptions set forth in paragraph (G).

(E)

Short-Term Trading

No shares of WHG stock or any Security or related Security that is held within a Westwood Strategy may, within a 60-day period, be bought and sold or sold and bought at a profit for any Covered Person Account.

If WHG stock or any Security or related Security that is held within a Westwood Strategy is, within a 60-day period, bought and sold or sold and bought for a profit in violation of this provision in any Covered Person Account, then any resulting profits must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes.

The use of any disgorged profits will be at WHG’s discretion, and the employee will be responsible for any tax and related costs.

For the purpose of the short-term trading restriction, the expiration of an option within 60 days of the initial purchase or sale is not considered a sale of a Security.


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(F)

Exempt Transactions

The following transactions are exempt from the restrictions set forth in paragraphs (A), (B) and (D) above and do not require pre-clearance under paragraph (H) below:

Participation in an ongoing automatic investment plan including 401K plans or an issuer’s dividend reinvestment or stock purchase plan;

Participation in any transaction over which no Covered Person had any direct or indirect influence or control, involuntary transactions (such as mergers, inheritances, gifts, etc.); and

Shares of registered open-end investment companies other than shares of investment companies advised or sub-advised by the Companies.

(G)

Permitted Exceptions

Purchases and sales of the following Securities for Covered Person Accounts are exempt from the restrictions set forth in paragraphs (A), (D) and (E) above if such purchases and sales comply with the pre-clearance requirements of paragraph (H) below:

De minimis trades of any Security or related Security (such as an option, warrant or convertible security) that is owned in a Westwood Strategy, subject to the following parameters:

The issuer of the security must have a common equity market capitalization greater than $5 billion USD;

The transaction is limited to 100 shares or $10,000 USD (whichever value is greater);

Covered Persons are limited to a maximum of 3 such de minimis trades per month; de minimis bond trades may be consolidated within a calendar month, with approval; and

Subject to these parameters, a Covered Person may sell a Security that is owned in a Westwood Strategy or buy a Security that Westwood is selling out of a Strategy; however, a Covered Person cannot take a position contrary to the position taken in a Westwood Strategy (e.g., cannot short a Security or hold a long PUT position in a Security where Westwood holds long position in the Security).

Shares of registered open-end investment companies and certain other pooled vehicles advised or sub-advised by the Companies (e.g., affiliated mutual funds). For reference, a list of such funds which require pre-clearance is set forth in Exhibit A.

Exchange traded funds.

The exercise of voluntary corporate actions is exempt if the pre-clearance procedures for the purchase of the security to which the actions relate were satisfied.


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In addition to the exceptions set forth above, purchases and sales of Securities for Covered Person Accounts that are established for the sole purpose of product development are exempt from the restrictions set forth in paragraphs (A), (D), and (E) above and do not need to comply with the requirements of paragraph (H) below if such accounts are disclosed as Managed Accounts in the Compliance Monitoring System and are subject to regular review by the Risk Management team to ensure compliance with the investment strategy for which the product is being developed and to ensure the product development account is not being favored.

(H)

Pre-Clearance of Personal Securities Transactions

Unless exempt from pre-clearance as set forth in this Code, no Security or related Security (such as an option, warrant or convertible security) may be bought, sold or exercised for a Covered Person Account unless (i) the Covered Person obtains prior approval from an Executive Manager and the Chief Compliance Officer; (ii) the approved transaction is completed on the same day or within two (2) business days after approval is received; and (iii) the Chief Compliance Officer or an Executive Manager does not rescind such approval prior to execution of the transaction. (See paragraph (J) below for details of the Pre- Clearance Process.) Pre-clearance of personal securities transactions is typically executed through the Compliance Monitoring System.

(I)

Westwood Private Funds and Other Private Placements

The purchases or sales of Securities that are not publicly traded (including shares or other participation in Westwood-affiliated private funds) will not be approved unless the Covered Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person’s activities on behalf of any Client) and the Chief Compliance Officer and an Executive Manager conclude, after consultation with one or more of the relevant Portfolio Managers, that the Companies would have no foreseeable interest in investing in such Security or any related Security for the account of any Client, or, if the Companies have such an interest, that the Covered Person’s investment in the Security would not disadvantage a Client’s investment in the Security or operate to usurp a Client’s opportunity to make an investment in the Security.

(J)

Pre-Clearance Process

No Security may be purchased or sold for any Covered Person Account unless the particular transaction has been approved as required by this Code in the Compliance Monitoring System or in writing by an Executive Manager and the Chief Compliance Officer.

Covered Persons must direct brokerage and other firms with which they have Covered Person Accounts to furnish to the Chief Compliance Officer on a timely basis duplicate copies of confirmations of, and account statements concerning, all personal Securities transactions or to allow an electronic feed of such statements and confirmations to the Compliance Monitoring System.

For Covered Person Accounts covered by paragraph (J)1. above, an electronic pre-clearance request must be submitted through the Compliance Monitoring System, and an emailed notification of pre-clearance must be received prior to the entry of an order. If an employee cannot enter an electronic pre-clearance request through the Compliance Monitoring System for any reason, a pre-clearance request can be made by completing and submitting a Trading Approval Form, attached as Exhibit B, to the Chief Compliance Officer for approval by the Chief Compliance Officer and an Executive Manager prior to the entry of an order.


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After reviewing the proposed trade and the level of potential investment interest on behalf of Clients in the Security in question, the Chief Compliance Officer and an Executive Manager shall approve (or disapprove) a pre-clearance request on behalf of a Covered Person as expeditiously as possible. Transactions described in paragraph (G) above will generally be approved unless it is believed for any reason that the Covered Person Account should not trade in such Security at such time. The Chief Compliance Officer may establish automated processes for approving certain types of transactions in lieu of manual pre-trade reviews.

Once a Covered Person’s pre-clearance request is approved, the transaction must be executed within two (2) business days after receiving approval (“Approved Period”). If the Covered Person’s trading order request is not approved, or is not executed within the Approved Period, the clearance lapses, although such trading order request may be resubmitted after such lapse. An exception to this rule applies when pre-clearance is requested for a transaction in WHG stock during an open Trading Window, in which case the pre-clearance remains effective throughout the Trading Window and expires when either the requested number of shares has been executed or the Trading Window closes.

Trading pre-clearance approval for the Chief Compliance Officer must be obtained from the General Counsel or Associate General Counsel and an Executive Manager. Trading pre-clearance approval for an Executive Manager must be obtained from the Chief Compliance Officer and a different Executive Manager.

The Chief Compliance Officer shall review all pre-clearance requests, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of all Westwood Strategies with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code. The Chief Compliance Officer shall periodically review confirmations from brokers to assure that all transactions effected for Covered Person Accounts are effected in compliance with this Code.

IV.

Other Investment-Related Restrictions

(A)

Material Nonpublic Information

A Covered Person may come in contact with material nonpublic information about WHG or any other issuer in the ordinary course of business or based on a personal or professional affiliation with an issuer. In no case may a Covered Person conduct personal trades in the securities of an issuer while in possession of material nonpublic information about the issuer; and, at times, trading in the securities of any such issuer may be limited or restricted for all Covered Persons and/or for the firm as a whole even if only one Covered Person is aware of the information.


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Wall Cross Securities. In the ordinary course of business, a Covered Person may receive access to material nonpublic information about another issuer related to a “wall-crossed” or “pre-marketed” public offering deal. Upon receipt of such information, the Covered Person shall immediately inform the Compliance Department that he or she possesses such information and/or that a Westwood strategy may participate in the deal. The Compliance Department shall then add the security to a firm-wide Wall Cross restricted list in the trade order management system(s) and to the restricted lists in the Compliance Monitoring System so as to restrict all firm and personal trades involving any such security. The restricted lists in these systems will automatically block any trades until the Compliance Department removes the security from the restricted lists. Securities shall only be removed from the lists once the information has been made public.

Employee-Affiliated Securities. A Covered Person may receive access to material nonpublic information about another issuer based on a personal or professional affiliation with the issuer (an “Employee-Affiliated Security”). For example, a Covered Person may serve on the board of directors of another issuer, or a Covered Person’s spouse may be employed by an issuer and have access to material nonpublic information. The Compliance Department identifies any such affiliations based on the outside business activities and initial and ongoing holdings disclosures that all Covered Persons are required to make in the Compliance Monitoring System. When an Employee-Affiliated Security is identified, the Compliance Department shall place the security on a watch list in the trade order management system(s) and the Compliance Monitoring System. Firm-level and personal trade requests involving any such security will be automatically restricted and flagged for review by the Compliance Department, at which point the Chief Compliance Officer shall review the proposed trade and make a determination as to whether it is appropriate to lift the restriction for the trade under the circumstances. In making such determination, the Chief Compliance Officer shall consider (a) the nature of the affiliation with the issuer, (b) any limitations the issuer has placed on transactions in its securities, (c) the likelihood that the employee affiliated with the security is aware of material nonpublic information and/or could have shared it, (d) who is requesting the trade and whether the trade is for a Covered Person Account or a Client account, (e) the size, timing, and direction of the trade, (f) past practice, and (g) such other factors as may be relevant under the circumstances. The Chief Compliance Officer shall document the reasons for the determination. The security shall remain on the watch list until the affiliation has ended, at which point the Chief Compliance Officer or other senior member of the Compliance Department will authorize the removal of the restrictions on the security.

(B)

Conflicts of Interest

Covered Persons are prohibited from engaging in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of the Companies, its customers, or vendors. Covered Persons are required to fully disclose any potential conflict of interest to the Compliance Department via the Compliance Monitoring System.

A conflict of interest exists when you, knowingly or unknowingly, engage in any activity that may compromise you, another employee, or the Company in its relationship with a customer, vendor, or competitor.

Gifts & Entertainment. Potential conflicts of interest with a customer, vendor, or competitor may include soliciting business for personal gain, accepting gifts other than those of nominal value (not more than $100), or requesting favors, discounts, or services.


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Gifts Received: No Covered Person shall accept any gift or other item of more than $100 in value from any Client, competitor, or any person or entity that does business with or on behalf of any Client;

Entertainment Received: Covered Persons shall report accepted offers of entertainment (dinners, sports/concert events, etc.) from any person or entity that does business with or on behalf of any Client;

Gifts Given: Covered Persons shall report all gifts or other items of value given to any Client, competitor, vendor or any person or entity that does business with or on behalf of any Client in all instances where such Covered Persons are acting in their capacity as representatives of the Companies;

Entertainment Given: Covered Persons shall report all offers of entertainment accepted by any Client, competitor, vendor or any person or entity that does business with or on behalf of any Client in all instances where such Covered Persons are acting in their capacity as representatives of the Companies;

Reporting of gifts and entertainment shall be made through the Compliance Monitoring System or through our expense management system in the case of reimbursable gifts that are given; and

Westwood’s Compliance Department (in conjunction with all employees servicing Clients) shall track all gifts and entertainment, if any, offered to and accepted by Taft-Hartley Clients.

Outside Business Activities. Potential conflicts of interest may arise in connection with a Covered Person’s activities outside the scope of their employment with the Company. All Covered Persons are required to disclose their outside business activities upon hire and are required to obtain pre-clearance approval for any new outside business activities engaged in after hire. No Covered Person shall participate in any outside business activity without prior written authorization from his or her supervisor and the Chief Compliance Officer based upon a determination that the activity would not be inconsistent with the interests of the Company or Clients or in violation of this Code or the Code of Business Conduct. Generally, outside business activities requiring disclosure and/or pre-clearance approval fall under the following categories:

Outside Activities: Activities that must be reported and/or pre-cleared include (i) any outside activity involving work for another financial services firm or (ii) any recurring outside activity, whether for compensation or not, that regularly obligates the Covered Person to consistently take time off of work.


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Service as a Director or Trustee: No Covered Person shall serve (i) as a director on the board of a publicly traded company, or any company with which the Companies do or may do business, or any company in which any Westwood strategy has an interest, or on the board of a professional organization, (ii) as a trustee at a charitable or other non-profit organization with which the Companies do or may do business, or (iii) in any other position that may involve a level of influence or control over the financial dealings or decisions of any such organization, without prior written authorization from the Chief Compliance Officer and the Covered Person’s supervisor based upon a determination that the board service would not be inconsistent with the interests of the Clients or in violation of this Code or the Code of Business Conduct.

(C)

SEC Pay-to-Play Rule – Political Contributions

Covered Persons are permitted to make political contributions to elected officials, candidates, and others in a manner that is consistent with regulatory requirements and Westwood’s Policies & Procedures Manual. All Covered Persons are subject to Westwood’s political contributions rules set forth below, although whether a Covered Person is considered a “Covered Associate,” as defined in the SEC’s Pay-to-Play Rules, is a determination that will be made by the Compliance Department on a case-by-case basis.

It is never appropriate to make or solicit political contributions or provide gifts or entertainment for the purpose of improperly influencing the actions of public officials. Accordingly, our policy is to restrict, monitor, and require prior approval of any political contributions.

Every Covered Person who is newly hired must provide information to the Chief Compliance Officer no later than 30 days after his or her date of hire regarding any political contributions made within the preceding two years of his or her date of hire.

Prior to accepting a new advisory client that is a government entity, the Chief Compliance Officer will review any political contributions made by Covered Persons.

No political contribution may be made by any Covered Person unless the contribution has been approved by the Chief Compliance Officer in advance.

An electronic pre-clearance request must be submitted through the Compliance Monitoring System (including the name and title of the recipient, the amount, and the anticipated date of the contribution), and an emailed notification of pre-clearance must be received before the contribution is made.

After reviewing the proposed contribution to the candidate and the level of potential involvement the Companies may have with such candidate or a government entity with which such candidate is or may become affiliated, the Chief Compliance Officer, and an Executive Manager when appropriate, will approve (or disapprove) a pre-clearance request as expeditiously as possible. Proposed contributions will generally be approved unless it is believed for any reason that the Covered Person’s contribution may currently or in the future violate the Pay-to-Play Rules.

Contribution pre-clearance approval for the Chief Compliance Officer must be obtained from the Associate General Counsel and an Executive Manager.


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On an annual basis, Covered Persons must submit disclosure certifications regarding their political contributions and must ensure that all required information (including the name and title of each recipient, the amount, and the exact date each contribution was ultimately made) is disclosed.

(D)

Disclosure of Conflicts

Full disclosure to the Compliance Department of any potential conflict of interest is required as soon as such potential conflict is discovered. If you believe that unusual circumstances justify your engaging in an activity that may result in a conflict of interest, you may request in writing that the Compliance Department review the situation and grant a waiver in consultation with the Trade Monitoring and Compliance Committee (“TMCC”), which consists of the Chief Executive Officer, General Counsel & Chief Compliance Officer, and Head of Westwood Trust Operations.

V.	Reports and Additional Compliance Procedures

(A)

Quarterly Transaction Reports

Every Covered Person must submit a quarterly transaction affirmation through the Compliance Monitoring System, containing the information set forth in paragraph (A)2. below with respect to transactions in any Security in which such Covered Person has or by reason of such transactions acquires, any direct or indirect Beneficial Ownership in the Security, subject to the exceptions listed below in paragraph (B). The required Transaction Report information is provided in the Compliance Monitoring System quarterly transaction affirmation for all personal brokerage accounts that are directly linked in the system. For those accounts that are not directly linked in the Compliance Monitoring System, the Covered Person must certify that they have reported all brokerage accounts containing reportable securities in the system and that they have requested from the broker that Westwood receive duplicate statements and transaction confirmations for all non-linked accounts. If the necessary transaction and brokerage account information is not being provided to Westwood through either of the above methods, the Covered Person must create and upload a Transaction Report into the Compliance Monitoring System as part of their quarterly transaction affirmation.

The Transaction Report must be submitted to the Chief Compliance Officer no later than 30 days after the end of the calendar quarter in which the transaction or account to which the report relates was effected or established, and the report must contain the date that the report is submitted.

A Transaction Report must contain the following information:

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

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

The price at which the transaction was effected;


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

The date the Covered Person submits the report.

This report must contain the following information with respect to accounts established:

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

The date the account was established.

In addition to the quarterly transaction affirmation, employees with Managed Accounts will be required to submit a certification that they have fully delegated investment responsibility to a third party.

(B)

Transaction Report Exceptions

A Covered Person is not required to submit a report in the following instances:

A Covered Person need not make a report with respect to any transactions over which such person does not have any direct or indirect influence or control; and

A Covered Person need not make a report with respect to any transactions effected pursuant to an automatic investment plan (this includes dividend reinvestment plans).

(C)

Ownership Admission

Any report submitted to comply with the requirements of this Article V may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect Beneficial Ownership in the Security to which the report relates. A person need not make any report under this Article V with respect to transaction effected for, and Securities held in, any account over which the person has no direct or indirect influence or control.

(D)

Initial Holdings Report

No later than 10 business days after beginning employment with any of the Companies or Affiliates or otherwise becoming a Covered Person, each Covered Person must submit an Initial Holdings Report through the Compliance Monitoring System containing the following information:

The title, number of shares and principal amount of each Security in which the Covered Person had any direct or indirect Beneficial Ownership when the person became a Covered Person;

The name of any broker, dealer or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and


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The date that the report is submitted.

(E)

Annual Certification & Annual Holdings Report

Annually, each Covered Person must certify that he or she has read and understood the Code and recognizes that he or she is subject to such Code. A Covered Person’s initial Code of Ethics certification will be submitted through the Compliance Monitoring System. All other certifications will be submitted through the Compliance Monitoring System.

In addition, each Covered Person must certify on an annual basis that he or she has disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code and that he or she is not subject to any regulatory disability described in the annual certification form.

On an annual basis, each Covered Person must submit an Annual Holdings Report. All Annual Holdings Reports will be submitted through the Compliance Monitoring System. The report will contain the following information (which information must be current as of a date no more than 30 days before the report is submitted):

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

The name of any broker, dealer or bank with whom 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.

(F)

Electronic or Duplicate Brokerage Statements in lieu of Reports

A Covered Person will be deemed to have complied with the quarterly transaction report requirements of this Article V insofar as the Chief Compliance Officer receives in a timely fashion either electronic or duplicate monthly or quarterly brokerage statements on which all transactions required to be reported hereunder are described or an electronic feed of such statements and confirmations through the Compliance Monitoring System.

(G)

Reporting of Violations

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

Anonymous reporting is acceptable; and

All violations will be reviewed by the TMCC and/or the Westwood Holdings Group, Inc. Audit Committee.

(H)

Board Report

At least annually (or quarterly in the case of Items 4 and 5 below), each of the Companies that has a Fund Client or that provides principal underwriting services for a Fund Client, shall, together with each Fund Client, furnish a written report to the Board of Directors of the Fund Client that:


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Describes any issues arising under the Code since the last report;

Certifies that Companies have developed procedures concerning Covered Persons’ personal trading activities and reporting requirements relevant to such Fund Clients that are reasonably necessary to prevent violations of the Code;

Recommends changes, if any, to the Fund Clients’ or the Companies’ Codes of Ethics or procedures;

Provides a summary of any material or substantive violations of this Code by Covered Persons with respect to such Fund Clients which occurred during the past quarter and the nature of any remedial action taken; and

Describes any material or significant violations or “exceptions” to any provisions of this Code of Ethics as determined under Article VI below.

VI.

Sanctions

Upon discovering that a Covered Person has not complied with the requirements of this Code, the Compliance Department will make a recommendation to the Covered Person’s manager regarding appropriate sanctions. In addition, the Board of Directors of the relevant Company or of the relevant Fund Client, whichever is most appropriate under the circumstances, may impose on that person whatever sanctions the Board deems appropriate, including, among other things, disgorgement of profit, censure, suspension, or termination of employment. Material violations of requirements of this Code by employees or Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Board of Directors of any relevant Company or Fund Client, as applicable.

VII.

Waivers

(A)

The TMCC of the Companies reserves the right to grant, on a case-by-case basis, waivers to any provisions under this Code that would not be violations of Rule 204A-1. Any waivers made hereunder will be maintained in writing by the TMCC.

(B)

Requests for waivers to the personal investing restrictions set forth in Article III of this Code must be submitted in writing to the Chief Compliance Officer along with any Trading Approval Form required for the transaction. Following are guidelines that the TMCC will consider when reviewing requests for personal investing restriction waivers:

Access to research/analyst information: an employee requesting a waiver should have little or no access to research/analyst information;

De minimis trade: if an employee requests a waiver for a transaction in a security that is held in a Westwood Strategy, the transaction must, in the opinion of the Chief Compliance Officer, be a de minimis trade, i.e. a small number of shares in a security with a large market cap and a high average trading volume that is not likely to adversely affect the price of the security; or

(C)

Expiration of stock options: the exercise of stock options granted by a previous employer that are about to expire.


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VIII.

Preservation of Documents

This Code, a copy of each report by a Covered Person, a record of any violation of this Code and any action taken as a result of the violation, a record of all written acknowledgments for each Covered Person, any written report made hereunder by the Companies or the Chief Compliance Officer, lists of all persons required to make reports, a list of any waivers, and the reasons therefor, with respect to Article III, and any records with respect to transactions pursuant to Article III above, shall be preserved with the records of the relevant Company and any relevant Fund Client for the period required by Rule 204A-1 and Rule 17j-l.

IX.

Other Laws, Rules and Statements of Policy

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Companies, the Affiliates or the Fund Clients.

All activities of the Company must be conducted in full compliance with all applicable laws and regulations. Senior management should be informed regarding all matters pertinent to the Company’s position regarding such laws and regulations. The Company expects all employees to follow the spirit as well as the letter of the law. In addition, Covered Persons are expected to fully comply with the Company’s Amended and Restated Insider Trading Policy that prohibits illegal insider trading and the use of material non-public information. All employees are expected to cooperate fully with the Company’s internal and outside auditors, attorneys, and regulatory examiners.

X.	Further Information

If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any Securities transaction or transactions, they should consult the Chief Compliance Officer.

Updated September 14, 2020


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Exhibit A

List of Affiliated Funds That Require Pre-Clearance for Personal Investing Activities

Westwood LargeCap Value Fund – WHGLX & WWLAX

Westwood SMidCap Fund – WHGMX

Westwood SmallCap Fund – WHGSX

Westwood Alternative Income Fund – WMNIX

Westwood Total Return Fund – WLVIX

Westwood Income Opportunity Fund – WHGIX & WWIAX

Westwood High Income Fund – WHGHX & WSDAX

Morningstar U.S. Equity Fund – MSTQX

Teton Westwood Equity Fund

Teton Westwood Balanced Fund

Aviva Investors Global Convertibles Fund (UCITS)

Aviva Investors Global Convertibles Absolute Return Fund (UCITS)

National Bank Westwood Emerging Markets Fund (Canada)

Optimum Small-Mid Cap Value Fund

Principal Investors Fund – LargeCap Value Fund III

RBC Private U.S. Value Equity Pool

Timothy Plan Large/Mid-Cap Value Fund

Timothy Plan Small-Cap Value Fund


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Exhibit B

PRE-CLEARANCE TRADING APPROVAL FORM

I, (name), am a Covered Person or authorized officer thereof and seek pre-clearance to engage in the transaction described below, for the benefit of myself or another Covered Person:

Acquisition or Disposition (circle one)


Name of Account:
Account Number:
Date of Request:
Security (Name & Ticker):
Amount or # of Shares:
Broker:

If the transaction involves a Security that is not publicly traded, a description of proposed transaction, source of investment opportunity and any potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Code of Ethics and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any Client.


Signature:						Print Name:


Approved or Disapproved: (circle one)

Date of Approval:

Signature:		Print Name:

Compliance Approval:


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HELPFUL TO KNOW

How we enforce this policy

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

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