Form 485BPOS SCHWAB CAPITAL TRUST

Article

June 25, 2021 6:02 AM EDT

E-mail

Exhibit 99.(i)

1900 K Street, NW
Washington, DC 20006
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com

June 25, 2021

Schwab Capital Trust

211 Main Street

San Francisco, CA 94105

Dear Ladies and Gentlemen:

We have acted as counsel for Schwab Capital Trust (the “Trust”), a trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts, in connection with Post-Effective Amendment No. 210 to the Trust’s Registration Statement on Form N-1A, together with all Exhibits thereto (the “Registration Statement”), under the Securities Act of 1933, as amended (“1933 Act”), and Amendment No. 211 to the Registration Statement under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion and we are familiar with the Trust’s Amended and Restated Agreement and Declaration of Trust and its Second Amended and Restated Bylaws, each as amended to date.

Based upon the foregoing, we are of the opinion that the shares proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our name in the Trust’s Registration Statement to be dated on or about June 25, 2021 and in any revised or amended versions thereof. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Exhibit 99.(j)(i)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 033-62470 on Form N-1A of our report dated April 16, 2021, relating to the financial statements and financial highlights of Schwab Fundamental Global Real Estate Index Fund a series of Schwab Capital Trust (the “Trust”), appearing in the Annual Report on Form N-CSR of the Trust for the year ended February 28, 2021, and to the references to us under the headings “Financial Highlights” in the Prospectuses and “Independent Registered Public Accounting Firm” and “Portfolio Holdings Disclosure” in the Statement of Additional Information, which are part of such Registration Statement.

/s/ Deloitte & Touche LLP

Denver, Colorado

June 22, 2021

Exhibit 99.(j)(i)(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Schwab Capital Trust of our report dated April 16, 2020, relating to the financial statements and financial highlights, which appear in Schwab Fundamental Global Real Estate Index Fund’s Annual Report on Form N-CSR for the year ended February 29, 2020. We also consent to the references to us under the headings “Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

June 22, 2021

Exhibit 99.(j)(xiv)

THE CHARLES SCHWAB FAMILY OF FUNDS

SCHWAB ANNUITY PORTFOLIOS

SCHWAB INVESTMENTS

SCHWAB CAPITAL TRUST

LAUDUS TRUST

SCHWAB STRATEGIC TRUST

POWER OF ATTORNEY

I, the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory trust (each a “Trust”), do hereby constitute and appoint Catherine M. MacGregor, Audra M. Chai, Robin R. Nesbitt, Douglas P. Dick, Adam T. Teufel, and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.

WITNESS my hand on the date set forth below.

/s/ Jean Derek Penn		Date: June 1, 2021
Jean Derek Penn
Trustee

Exhibit 99.(p)(i)

J.II.1.B.

THE CHARLES SCHWAB FAMILY OF FUNDS

SCHWAB INVESTMENTS

SCHWAB CAPITAL TRUST

SCHWAB ANNUITY PORTFOLIOS

SCHWAB STRATEGIC TRUST

LAUDUS TRUST

CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.

CHARLES SCHWAB & CO., INC.

JOINT CODE OF ETHICS

PERSONAL TRADING POLICY

Effective June 8, 2021

Capitalized terms used in the Code are defined, when practicable, within the related text. Otherwise such terms are defined in the attached Appendix A.

J.II.1.B.

INTRODUCTION

Charles Schwab Investment Management, Inc. (“CSIM”) and Charles Schwab & Co., Inc. (“CS&Co.”), in its capacity as principal underwriter for certain funds, have a fiduciary duty to the Funds (as defined below) and advisory clients (“Clients”). The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios (the “Schwab Funds”), Laudus Trust (the “Laudus Funds”) and Schwab Strategic Trust (the “Schwab ETFs,” and together with Schwab Funds and Laudus Funds, the “Funds”) have a fiduciary duty to their shareholders. To assist in meeting these fiduciary duties, CSIM, CS&Co. and the Funds expect every person subject to this Joint Code of Ethics to demonstrate the highest standards of ethical conduct in such a manner as to (i) avoid serving their own personal interest ahead of clients, (ii) avoid taking inappropriate advantage of their position with CS&Co., CSIM or the Funds, and (iii) avoid and, where appropriate, mitigate any actual or potential conflicts of interests or any abuse of their position of trust and responsibility.

To this end, CSIM, CS&Co. and the Funds have adopted this Joint Code of Ethics (the “Code”) which sets the minimum standards of conduct applicable to all of CSIM’s directors, officers and employees; officers and trustees of the Funds; and certain CS&Co. persons and other individuals as designated by the Chief Compliance Officer (“CCO”) or his/her delegate (“Access Persons”).

The Code is designed to help Access Persons avoid potential conflicts that may arise from their actions and their personal investments and preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct.

In addition to the requirements of this Code, all CSIM and CS&Co. employees are also responsible for knowing and complying with The Charles Schwab Corporation’s Compliance Manual, The Code of Business Conduct and Ethics and applicable policies and procedures related to individual roles and responsibilities. Access Persons who are also CS&Co. employees are required to comply with the Broker-Dealer Compliance Manual as well.

The Code does not and cannot identify all possible conflicts of interest that you might encounter. Rather, you have an on-going responsibility to identify any areas where personal activities may conflict with Clients’ interests and to operate in a manner that mitigates both actual and perceived conflicts. You must at all times act in accordance with both the letter and the spirit of applicable laws, rules and regulations.

If you violate this Code or associated policies and procedures, CSIM, the Funds and/or CS&Co. may impose disciplinary action against you which may include

J.II.1.B.

notification to your supervisor, disgorgement of profits and possibly suspension and/or termination.

If you have any questions concerning a proposed course of action that may present a conflict of interest, you should contact your supervisor for guidance. Supervisors who have questions about how to proceed should contact the CCO or his/her delegate for guidance.

MATERIAL NON-PUBLIC INFORMATION

You have an obligation to safeguard material non-public information (“MNPI”) regarding CSIM and its Clients, including the Funds. The Charles Schwab Corporation’s Compliance Manual has policies and procedures that establish minimum requirements that all employees are required to follow when in possession of MNPI about any issuer. In addition, when you are in possession of confidential information about CSIM and/or its Clients, you are prohibited from sharing such information with anyone, other than those who have a business need to know, and from using such information for personal gain.

Specifically, you are prohibited from:

▪

Disclosing current portfolio transactions that portfolio managers and traders have made or potential portfolio transactions that are being contemplated on behalf of Clients or any other non-public information to anyone outside of CSIM, except as required to effect securities transactions on behalf of a Client.

▪

Trading on the basis of the Client’s MNPI: the following types of information have, under certain circumstances, been determined to be MNPI (if not yet publicly disclosed):

Holdings and transaction information.

ii.

The portfolio manager’s investment decisions.

iii.

Performance analysis.

iv.

Subscription and redemption activity.

Dividend activity.

vi.

Decisions to hire or fire an adviser/sub-adviser or invest or divest in a proprietary or third-party mutual fund or ETF.

vii.

Material sub-adviser due diligence information.

J.II.1.B.

viii.

Change of portfolio manager.

▪

Using knowledge of portfolio transactions that portfolio managers and traders have made or potential portfolio transactions that are being contemplated on behalf of Clients to personally profit, or cause others to profit, by the market effect of such transactions. Anytime you are in possession of MNPI, you are prohibited from transacting in such transactions, regardless of having received pre-clearance approval (as discussed below).

▪

Engaging in deceptive conduct in connection with the purchase or sale of portfolio transactions for Client accounts, including without limitation:

Employing any device, scheme or artifice to defraud any Client.

ii.

Making any untrue statement of a material fact to any Client or misleading any Client by omitting to state a material fact.

iii.

Engaging in any act, practice or course of business that would defraud or deceive any Client.

iv.

Engaging in any manipulative practice with respect to any Client.

Investing in derivatives or similar instruments to evade the restrictions of this Code.

▪

In addition to the above, employees may receive MNPI concerning certain issuers, underwriters or from representatives of issuers or underwriters during their normal course of employment. Such information may include information that has not been publicly disseminated such as potential transactions, financing and capital requests, future rating actions and certain information about the issuer or its securities. Any employee who suspects they are in receipt of MNPI should limit their communications with others regarding such MNPI and immediately contact the Compliance department.

▪

Notes on guidance from research and meetings with company management, as well as proposed material changes to Schwab research ratings, before the information or change is public should be treated as MNPI.

These requirements may be supplemented from time to time by additional policies and procedures. It is your responsibility to be familiar with and to comply with all such policies and procedures.

J.II.1.B.

PERSONAL TRADING

Introduction

This section of the Code contains rules applicable to Access Persons and certain of their household members (“Covered Persons”) regarding owning and trading “Covered Securities” in certain “Personal Accounts”.

An Access Person is

▪

Any officer, director or trustee of CSIM or the Funds

▪

Any CSIM employee

▪

Certain CSIM contractors as determined and notified by the Compliance Monitoring and Surveillance Team

▪

Certain CS&Co. and other Schwab affiliate employees, as determined and notified by the Compliance Monitoring and Surveillance Team, who support CSIM and/or the Funds

▪

Other persons who are determined and notified by the CCO or his his/her delegate to have access to nonpublic information regarding any Client or Fund, including portfolio holdings and/or any transactions in a portfolio or client account

If you are an Access Person, your Covered Persons include

▪

Your spouse or spousal equivalent. Spousal equivalent includes partners that have determined not to marry even though they live together in a relationship generally equivalent to married couples

▪

Your minor children or the children of your spouse/spousal equivalent (provided the children reside in your household or are financially dependent upon you)

▪

Individuals who are supported, directly or indirectly, to a material extent by you

Questions concerning Covered Persons should be directed to the Compliance Monitoring and Surveillance Team.

Personal Accounts are securities accounts over which you or any of your Covered Persons exercise direct or indirect control or discretion or in which you or any of your Covered Persons have a direct or indirect beneficial ownership or financial interest. Personal Accounts shall include, without limitation, 401(k) Plan accounts, HSA accounts and Schwab 529 Plans.

J.II.1.B.

Covered Securities include:

▪

All publicly and privately traded securities

▪

Debt securities including convertible, municipal and non-U.S. government bonds

▪

Any option, future, forward contract or other obligation involving securities or indices thereof, including an instrument whose value is derived or based on any of the above

▪

Any separate security which is convertible into or exchangeable for, or which confers a right to purchase, a Covered Security

▪

Shares of a closed-end investment company

▪

Exchange traded products (e.g., ETFs/ETNs, including Schwab ETFs)

▪

Shares of the Schwab and Laudus Funds (except money market funds)

▪

Shares of non-affiliated unit investment trusts that invest exclusively in non-affiliated registered open-end investment companies and those that trade as exchanged traded products

▪

Shares of non-exchange traded, non-affiliated, registered open-end investment companies (mutual funds other than the Schwab and Laudus Funds)

Personal Accounts holding only non-affiliated mutual funds shall be reviewed on a case by case basis for determination by the CCO or his/her delegate whether reporting will be required.

The following securities are excluded from the definition of Covered Securities:

▪

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

▪

High-Quality Short-Term Debt Instruments, as defined in Appendix A, such as bank certificates of deposit, banker’s acceptances, repurchase agreements, and commercial paper

▪

Interests in non-Schwab affiliated 529 college savings plans

▪

Investment in the Schwab Fund for Charitable Giving

▪

Shares of affiliated and non-affiliated money market funds¹

¹Receipt of MNPI concerning an affiliated money market fund may subject an Access Person to trade restrictions in such fund.

J.II.1.B.

II.

Reporting Requirements

The following reporting requirements apply to all Access Persons and their Covered Persons (excluding Independent Trustees unless otherwise noted in Section II.E. below).

Initial Accounts and Holdings Reports and Certifications

Within 10 days of hire or of being notified by the Compliance Monitoring and Surveillance Team that you have been deemed an Access Person, you must:

▪

Report all of your Personal Accounts that are capable of holding Covered Securities (including those of your Covered Persons).

▪

Complete your Initial Holdings Report in Covered Securities (including those of your Covered Persons).

▪

Complete your acknowledgement of the Code and Compliance Manual.

Your Initial Holdings Report must include the name of security, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security held, as well as the name of any broker, dealer or bank with whom the account is maintained, the name on the account and the account number. You must submit an Accounts and Holdings Report even if you do not have any securities accounts or applicable holdings. Initial reports are submitted through the on-line personal trading monitoring system utilized by CSIM (“Personal Trading Monitoring System”) and the information contained in the report must be current as of a date no more than 45 days prior to the date of your hire or of being notified by the Compliance Monitoring and Surveillance Team that you have been deemed an Access Person

Quarterly Transaction Reports

Within 30 calendar days of the end of each calendar quarter, you must report all transactions in Covered Securities in all Personal Accounts. You are required to submit a quarterly report in the Personal Trading Monitoring System even if there were no reportable transactions during the quarter. The report must indicate the date you submit the report, as well as the following:

The transaction date, name and identifier of the security (such as exchange ticker symbol or CUSIP number), interest rate and maturity date, number of shares, and cost of each reportable security involved;

J.II.1.B.

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

The type of transaction, such as purchase, sale or any other type of acquisition or disposition; and

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

Transaction information is automatically updated in the Personal Trading Monitoring System throughout the quarter to reflect transactions made in CS&Co. and certain third party broker accounts you have disclosed. This may not include all of the transactions you must report, and it is your responsibility to review the information and update it to ensure it is accurate and complete. This includes providing information on any new Personal Account established during the quarter including the name of the broker, dealer or bank and the date the account was established.

Annual Holdings Reports

In addition to the quarterly transaction reporting requirements, within 45 calendar days of the end of each calendar year, you must report all holdings (as of December 31) in Covered Securities in Personal Accounts.

Similar to quarterly transaction reporting, holdings information is displayed on the Access Persons reporting screen in the Personal Trading Monitoring System. The position may not reflect all activities in a security (e.g. corporate actions) and you must review and correct the holdings report, as needed, to ensure its accuracy. Your report must indicate the date you submit the report and must include the title, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security held, as well as the name of any broker, dealer or bank with whom the account is maintained.

Other Compliance Certifications

On a quarterly basis, you are required to confirm your compliance with the provisions of this Code. In addition, you must acknowledge, in writing, which may be made electronically, receipt of any revisions to this Code whenever amendments to the Code are made and delivered.

Independent Trustee Reporting Requirements

Independent Trustees are required to submit a Quarterly Transactions Report containing the information as described below to the Funds’ CCO. Such report must include:

J.II.1.B.

▪

all transactions in Funds, excluding money market funds, on whose board the Independent Trustee serves

▪

all transactions made in a Covered Security, excluding non-affiliated registered mutual funds, if, at the time of that transaction, they knew or, in the ordinary course of fulfilling their official duties as Independent Trustees of the Funds, should have known that, during the 15-day period immediately before or after the date of their transaction, the same Covered Security was purchased or sold by the Fund or was being considered by the Fund or its investment adviser(s) for purchase or sale by the Fund

III.

Preclearance Requirements

General Requirements

All Access Persons, except (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for the day to day management of CSIM, must receive clearance prior to the execution of any transaction in Covered Securities (with the exception of transactions in non-affiliated registered mutual funds or non-affiliated unit investment trusts) in their Personal Accounts, (including the accounts of their Covered Persons).

Notwithstanding the above, Access Persons who are Independent Trustees must receive clearance prior to the execution of transactions in the Funds, excluding money market funds.

Interested Trustees and/or directors of CSIM not responsible for the day to day management of CSIM, are not required to preclear transactions in the Funds. However, personal trade restrictions relating to the Funds may apply from time to time due to MNPI. Compliance Monitoring will communicate in advance applicable trade restrictions for the Funds to the Interested Trustees/and/or directors of CSIM not responsible for day to day management of CSIM.

How to Request Preclearance

▪

Generally, you must submit requests for pre-clearance of personal transactions through the Personal Trading Monitoring System unless otherwise noted in this Code. Pre-clearance requests will be reviewed by the Compliance Monitoring and Surveillance Team in relation to information available from the trading system(s) or other relevant information sources (consulting with Portfolio Management as needed) to

J.II.1.B.

determine whether your request should be approved. Compliance Monitoring and Surveillance Team may, at its discretion, require supervisor approval of a pre-clearance request before considering such request. You will be notified via email of approval or denial. Pre-clearance requests made by the CCO will be forwarded to The Charles Schwab Corporation CCO his/her delegate for approval.

▪

You should only submit a pre-clearance request when you intend to execute a trade, not to secure your right to execute a transaction on the basis of favorable intraday price movements. Excessive pre-clearance requests and/or trading in personal accounts are strongly discouraged. The Compliance Monitoring and Surveillance Team monitors trading activity, reports this activity periodically to CSIM management, and may impose additional trading restrictions or prohibitions as appropriate.

Access Persons who are Independent Trustees should direct any preclearance request to the CCO his/her delegate by telephone or email.

Two Day Effective Period

Pre-clearance of personal securities transactions for publicly traded securities will be effective for two (2) days beginning on the calendar day on which pre-clearance approval is granted, as well as trading day immediately following.

Limit Orders, including stop loss orders, will generally not be allowed unless you expect the order to be completed within the two day effective period. If your order is not executed within the two day effective period, your initial pre-clearance will no longer be valid and you will need to cancel the open order(s) and obtain pre-clearance again.

You are prohibited from trading in a security if, after you have received pre-clearance approval, you come into possession of MNPI.

Additional Responsibilities

▪

Access Persons, excluding Independent Trustees, may not trade in securities included on The Charles Schwab Corporation’s “Restricted List” for their own benefit or the benefit of CS&Co. when the restriction indicates that it applies to all employees. This restriction also applies to Covered Persons and Personal Accounts over which the Access Person has control. Before trading, you must check to see if the security is on the Restricted Securities List (Schweb jumpword: “restricted list”.)

J.II.1.B.

▪

Certain Access Persons may be subject to trading restrictions of The Charles Schwab Corporation common stock (SCHW) and its derivatives. Before trading in SCHW or a derivative security, you are responsible for checking the SCHW Trading Window (Schweb jumpword: “trading window”.)

▪

Requests for approval to become a Power of Attorney (“POA”) on an account must be submitted via the Schwab online reporting system (the “Online Reporting System”). Written approval must be obtained prior to becoming a POA on any account. Generally, approval will be considered only for immediate family member accounts where the employee can demonstrate an appropriate purpose for the POA.

IV.

Blackout Periods

All Access Persons are prohibited from engaging in any transaction in a Covered Security when they know or should have known at the time that there is a pending “buy” or “sell” order in that same security for any Client Account. Exceptions to this prohibition may be granted by the Compliance Monitoring and Surveillance Team if, upon receipt of a request for preclearance of a transaction in a mutual fund or ETF, it determines that the client trading activity in that mutual fund or ETF occurred for cash flow purposes or that other potential conflicts do not exist or are adequately mitigated.

Certain additional trading restrictions apply to Portfolio Managers, as defined from time to time by the Compliance Monitoring and Surveillance Teamas follows:

▪

Portfolio Managers are prohibited from trading in a Covered Security if the same security has been traded in a Fund or Client Account during the past seven (7) calendar days, or is expected to be traded within the next seven (7) calendar days.

▪

Portfolio Managers transactions will be reviewed further by the CCO or his/her delegate and may be required to reverse the transaction in the following situation:

(i)

Have received pre-clearance for a transaction in a Covered Security, and

(ii)

A transaction in the same security takes place for a Fund or Client Account subject to the Blackout Period as discussed above within seven (7) calendar days following the execution of your transaction.

Prohibition on Short Term Profits (60-DAY RULE)

Access Persons, except (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to day management of CSIM,

J.II.1.B.

are prohibited from realizing a profit from the purchase and sale, or the sale and purchase, of the same (or related) Covered Securities within 60 calendar days. If an Access Person is found to have violated this prohibition, any profit realized will be required to be disgorged. This restriction applies without regard to tax lot considerations. Generally speaking, profit determinations will be made on the basis of a “Last-In-First-Out” (LIFO) accounting methodology, unless the fundamentals of the trade warrant a different consideration as determined by the CCO or his/her delegate.

VI.

IPO’s and Private Placements

The Employee Securities Accounts & Investments and Inside Information & Information Barriers chapters of The Charles Schwab Corporation’s Compliance Manual address certain prohibited practices. Among them is the participation in an IPO. This applies to all Access Persons, except Independent Trustees.

Access Persons, excluding Independent Trustees, must receive pre-clearance from the Schwab Disclosure Group (“Compliance Disclosure Group”) prior to participating in a private securities transaction. A request for approval should first be submitted to the Compliance Disclosure Group through the Online Reporting System.

VII.

Exceptions

Personal Account Exemptions

An account that is managed on a fully-discretionary basis by an affiliated or unaffiliated money manager will be exempt from personal trading requirements and restrictions after it is approved by the CCO (or his/her delegate).

In such cases, Access Persons are required to submit a letter from any unaffiliated money manager to the Compliance Monitoring and Surveillance Team before the account is deemed exempt. Such letter will confirm that: (i) the account is managed on a full-discretionary basis as established in a written contract between the firm and an Access Person (or related Covered Person), and (ii) the Access Person (or related Covered Person) will not: (a) suggest or direct that the money manager make any particular purchases or sales of securities for the account during the reporting period; or, (b) consult with the money manager as to the particular allocation of investments to be made during the reporting period.

If the Compliance Monitoring and Surveillance Team grants an exception, you will not be required to further certify during the quarterly and annual certification periods to the holdings or transactions in such Personal Account once the exception is granted. You will, however, be asked to confirm on an annual basis that there has been no change in the status of such discretionary

J.II.1.B.

or managed account and are required to provide timely notification of any change in the status of the account at the time of the change.

Transactional Exemptions

The following transactional exemptions apply:

▪

All transactions in The Charles Schwab Corporation’s securities (equities, fixed income, options) are exempt from preclearance, blackout periods and the short-term profit prohibition, provided that you comply with the requirements outlined in The Charles Schwab Corporation’s Compliance Manual.

▪

Non-Volitional Transactions are exempt from preclearance, blackout periods and the short-term profit prohibition. Please refer to Appendix A for more information on what qualifies as a Non-Volitional Transaction.

▪

When establishing an automatic investment plan, direct stock purchase plan or other similar plans involving a Covered Security, enrollment in the plan must be approved by the Compliance Monitoring and Surveillance Team and the initial purchase of any Covered Securities in the plan must be pre-cleared. Subsequent investments of the applicable Covered Security pursuant to the plan are exempt from pre-clearance and blackout periods provided no changes to the plan have been made (i.e., changes to Covered Securities in the plan or investments made after the cancellation of the plan) since originally approved by the Compliance Monitoring and Surveillance Team. Changes to existing pre-cleared percentage allocations of Covered Securities pursuant to a plan are exempt from pre-clearance (e.g., changing the monthly allocation to a pre-cleared Covered Security from 5% to 8%). Please refer to Appendix A for more information on what qualifies as an Automatic Investment Plan.

▪

Profits received from a sale of securities which were acquired as a result of exercising options received through a Stock Option Program are exempt from the short-term profits prohibition.

▪

Transactions in equity securities of issuers included in the S&P 500 Index that are $10,000 or less in value are exempt from preclearance. All other conduct standards are still applicable, including blackout periods, the short-term profit prohibition, trading restrictions of The Charles Schwab Corporation common stock and its derivatives, prohibition from trading securities that are included on The Charles Schwab Corporation’s Restricted List, and prohibition from trading any security when in possession of MNPI.

J.II.1.B.

Exceptions to Reporting Requirements

You do not need to include in your quarterly transaction reports any transactions made in any account over which you have no direct or indirect influence or control regarding specific security selection (i.e. investment discretion) or any Non-Volitional Transactions, provided the Compliance Monitoring and Surveillance Team is systematically receiving the transaction information or, if not, you provide quarterly account statements by upload to the Personal Trading Monitoring System

If you have any questions concerning whether or not an account or transaction is exempt from personal trading requirement or restrictions, you should contact your Supervisor or the CCO or his/her delegate.

Other Exemptions

The CCO or his/her delegate may approve other exemptions to certain restrictions and prohibitions of the Code after consideration of relevant facts and circumstances. Such exemptions are not automatic but rather granted on an exception basis and require either preclearance through the channels discussed above or other advance written approval from the CCO.

OTHER POTENTIAL CONFLICTS

GIFTS AND BUSINESS ENTERTAINMENT

The following applies to Access Persons with the exception of (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to day management of CSIM:

The giving and acceptance of gifts and/or business entertainment that influences or appears to influence the behavior of the recipient may compromise the reputation and integrity of CSIM, CS&Co., or the Funds. You should never accept or provide any gift or business entertainment that would violate the law, embarrass, or reflect poorly on CSIM, CS&Co. or the Funds. CSIM follows The Charles Schwab Corporation’s Compliance Manual’s chapter on Gifts, Business Entertainment, Loans & Charitable Contributions Policy and, with respect to its directors and employees, has adopted more restrictive limits for the acceptance of gifts and business entertainment, which are detailed in the CSIM Gifts and Business Entertainment Policy and Procedures. You are responsible for understanding these policies and procedures and ensuring that your conduct with respect to the acceptance and provision of gifts and business entertainment is consistent with these procedures, including obtaining the appropriate approvals and reporting your gifts and business entertainment activity.

J.II.1.B.

SERVICE AS DIRECTOR OR PUBLIC OFFICIAL

All employees are prohibited from serving on the board of directors of any publicly traded company or in an official capacity for any federal, state, or local government (or governmental agency or instrumentality) without prior approval from the Compliance Disclosure Group through the Online Reporting System.

OUTSIDE EMPLOYMENT AND OTHER OUTSIDE ACTIVITIES

Employees may not engage in outside employment or other outside activity that conflicts or otherwise interferes with their duties and responsibilities. It is each employee responsibility to disclose and request approval for any such outside employment or business activity through the Online Reporting System.

COMPLIANCE WITH THE CODE

Adherence to the Code is a basic condition of employment or service with CS&Co. and CSIM. Compliance Monitoring and Surveillance Team monitors compliance with the Code, including reviewing Access Persons personal securities transactions and holdings reports, and reviews violations of the Code to determine what action or sanctions are appropriate. You are required to report any violations of the Code promptly to your supervisor, the CCO or the Compliance Monitoring Surveillance Team. Reports of all violations must be provided to the CCO. Violations may be reported to CSIM management as well as to the Funds’ boards of trustees.

Violations of the Code are taken seriously and may result in disciplinary action up to and including termination. Violations of the Code may also adversely affect your career with respect to such matters as compensation and advancement. Since many provisions of the Code also reflect provisions of the US securities laws, you should be aware that violations could also lead to enforcement action resulting in suspension or expulsion from the securities business, fines and penalties, and imprisonment. Questions regarding interpretation of the Code or questions related to specific situations should be directed to your supervisor or the Compliance Monitoring and Surveillance Team.

J.II.1.B.

ADMINISTRATION, RECORDKEEPING AND REPORTING

Compliance Monitoring and Surveillance Team is responsible for the administration of this Code. This includes identifying all Access Persons and notifying them of this classification and their obligations under this Code. Compliance Monitoring and Surveillance Team will also maintain procedures for periodic reviews of Access Persons’ personal securities transactions. Such reviews are undertaken with regard to both the prohibitions and reporting requirements contained in the Code.

All records associated with this Code that are required to be retained by Federal Securities Laws will be maintained by the Compliance Monitoring and Surveillance Team for seven years and in an easily accessible place for at least five years. In addition, any record of any decision, and the reasons supporting the decision, to approve a hardship exemption or the acquisition by Access Persons of securities acquired in a Private Placement, will be maintained by the Compliance Monitoring and Surveillance Team for at least seven years after the end of the fiscal year in which the approval is granted.

At least annually, the president of each Schwab Funds, Laudus Funds and Schwab ETFs trust, the president of CSIM and an executive of CS&Co., as principal underwriter to the Schwab Funds, (or their delegates) will provide each Schwab Funds, Laudus Funds and Schwab ETFs trust’s board of trustees:

▪

a written report of any issues arising under this Code, including any material violations and any sanctions imposed in response to these violations and

▪

a certification that each has adopted procedures reasonably necessary to prevent its Access Persons from violating the provisions of this Code.

J.II.1.B.

APPENDIX A: DEFINITIONS

An Automatic Investment Plan is 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 among others, a 401K or similar retirement plan and dividend reinvestment plans commonly referred to as DRIPS.

Beneficial Ownership is interpreted in the same manner when determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (“1934 Act”), and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares or direct or indirect pecuniary interest in a security.

Control has the same meaning as in Section (2)(a)(9) of the Investment Company Act of 1940 (“the 1940 Act”). Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

Ownership of more than 25% of a company’s outstanding voting securities is presumed to give the holder of such securities control over the company. The Securities and Exchange Commission (“SEC”) may determine, however, that the facts and circumstances of a given situation that may counter this presumption.

Federal Securities Laws refers to the Securities Act of 1933, the 1934 Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Investment Advisers Act of 1940, 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 investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

A High Quality Short-Term Debt Instrument is any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a nationally recognized statistical rating organization, or which is unrated but is of comparable quality.

An Initial Public Offering is an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

An Independent Trustee is any Trustee of a Trust who is not an interested person of such Trust as defined in Section 2(a)(19) of the 1940 Act.

An Interested Trustee is any Trustee of a Trust who is an interested person of such Trust as defined in Section (a)(19) of the 1940 Act.

J.II.1.B.

A Non-Volitional Transaction is one in which the Access Persons does not determine price or time of the transaction. Such transactions include:

▪

acquisition of securities through stock dividends, automatic dividend reinvestment plans, 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 such securities; and

▪

acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue.

Transactions in a managed account or those made by an independent third party or adviser will not be considered non-volitional unless an Access Person requests and is granted an account level exemption.

A Private Placement is an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 adopted thereunder.

A Stock Option Program allows an employee to buy a set number of shares of a company’s stock at a future date at a set price.

Exhibit 99.(p)(vi)

Policy Number: I-A-045

Effective Date: March 31, 2021

Personal Securities Trading Policy

Level 3 Policy

Publication Date	March 29, 2021
Effective Date	March 31, 2021 for all changes (except requirements related to Approved
	Brokers for employees based in UK and India - June 30, 2021)
Applicable to	All BNY Mellon Employees
Policy Owner	Steven Wachtel
	Global Head of Securities Trading Compliance
Policy Author	Same as above
Periodic Review	12 months

PUBLIC

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Contents

1 Summary	4
2 Purpose	4
3 Applicability/Scope	4
4 Provisions of the Policy	5
4.1 Principal Requirements for all Employees	5
4.1.1 Avoidance of Conflicts of Interest	5
4.1.2 Trading in BNY Mellon Securities	5
4.1.3 Prohibitions When Trading in Non- Firm Securities	6
4.1.4 Initial Public Offerings (IPO)	6
4.1.5 Private Placements	6
4.1.6 BNY Mellon Affiliated Volcker Covered Funds	7
4.2 Monitored Employees	7
4.3 Classifications of Monitored Employees	7
4.4 Additional Requirements and Restrictions for Monitored Employees	9
4.4.1 Reporting for All Monitored Employees	9
4.4.2 Additional Reporting for ADM and Investment Employees	9
4.4.3 Account Statements and Trade Confirmations	10
4.4.4 Preclearance Prior to Trading	10
4.4.5 Additional Preclearance Restrictions for ADM and Investment Employees (de minimis limits)	11
4.4.5.1 Approval for De Minimis Transactions for ADM Employees and Investment Employees for
Securities on Blackout List	11
4.4.5.1.1.1 Additional Restrictions for ADM employees (7 Day Blackout Period)	11
4.5 Managed Accounts	12
4.6 Prohibition on Short- Term Trading	12
4.7 Specific Restrictions for PREG Employees	12
5 Governance and Responsibilities	13
5.1 All Employees are responsible for:	13
5.2 Businesses and Corporate Functions	13

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

5.3 Employee Compliance/Securities Trading Conduct Group	14
5.4 Compliance Officers	14
5.5 Legal Department	14
5.6 Technology Department	14
6 Adherence and Control	14
7 Appendices	16
7.1 Definitions	16
7.2 Addendums (if necessary)	21
7.3 Document Governance	21
7.3.1 Periodic Review	21
7.3.2 Ownership/Questions	21
7.4 Version Control	23
7.5 Document Hierarchy	25
7.6 Other Applicable Documents	26

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Summary

Personal trading investments can lead to actual or perceived conflicts of interest which can undermine the integrity of the actions of the Bank of New York Mellon Corporation, its subsidiaries and affiliates that are majority owned (the “Firm”).

The Firm is subject to various laws and/or regulations governing the personal trading of Securities/Financial I nstruments (as defined in Section 7.1 of this Policy and collectively referenced as “securities”). The Firm has established limitations on personal trading so that employees’ personal securities investments are conducted in compliance with the applicable rules and regulations and are free from actual or perceived conflicts of interest.

Purpose

This Policy sets out the global minimum obligations and restrictions related to personal securities transactions for all employees, including requirements and prohibitions related to the following:

•

Avoidance of conflicts of interest

•

Trading in Firm securities

•

Trading in Non-Firm securities

•

Initial Public Offerings

•

Private Placements

•

Firm-affiliated Volcker Covered Funds

This Policy also articulates additional requirements and restrictions for Monitored Employees who are likely to receive Firm or client information as normal course in their roles. These additional responsibilities include, but are not limited to, the following:

•

Filing of reports via the Personal Trading Assistant (PTA), the Firm’s electronic personal trading monitoring system

•

Providing duplicate statements and trade confirmations directly to the Firm

•

Preclearance prior to trading

•

Prohibition on short term trading

Applicability/Scope

This Policy applies to all employees of the Firm when trading in securities unless such securities are listed as “Exempt” under Section 7.1. Where indicated, this Policy may also apply to “Indirect Accounts,” as defined in Section 7.1 of this Policy.

An employee is defined as a Director (excluding non-employees), Officer, Agent, Temporary Worker, Contractor, Intern or any other person who works for the Firm, regardless of their duration of employment or contract.

Where business/country-specific requirements are more stringent than those set out within this Policy, the business or country-specific rules prevail and you must also comply with such rules.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Provisions of the Policy

4.1 Principal Requirements for all Employees

Failure to comply with any requirement in this Policy may subject you to discipline, up to and including termination of employment and referral to law enforcement, when required.

4.1.1

Avoidance of Conflicts of Interest

You must not put your own interests ahead of the Firm and its clients. You must, comply with all applicable legal requirements, securities laws and the Code of Conduct. Employees must treat all Firm and client information as confidential. Refer to the Firm’s Code of Conduct for additional guidance. You are prohibited from placing transactions in securities if this would create, or be perceived to create a conflict of interest between you, your clients or the Firm. In accordance with securities and/or Market Abuse laws, you are prohibited from engaging in Insider Trading, trading while in possession of Material Non-Public Information (MNPI) as defined by the Firm’s Information Barrier Policy (I-A-046), Front Running (as defined in Section 7.1 of this Policy) or any other potential market manipulative trading activity.

If you possess MNPI or have knowledge about client holdings, transactions, or recommendations, you must not:

•

Engage or attempt to engage in trading on the basis of such information

•

Recommend that another person engages in dealing or induce another person to engage in trading on the basis of the information; or

•

Unlawfully disclose the information (Tipping)

4.1.2

Trading in BNY Mellon Securities

If you invest or trade in Firm securities, you must be aware of your responsibilities and be sensitive to even the appearance of impropriety. The following prohibitions apply to all transactions in the Firm’s publicly traded securities, whether owned directly (i.e., in your name) or indirectly (see definition of Indirect Ownership in S ection 7.1 of this Policy. The following activities are prohibited:

•

Short Sales

•

Short-Term Trading: Defined as purchasing and selling, or selling and purchasing Firm securities within any 60 calendar day period. If you engage in short-term trading, you will be required to disgorge profits as determined by the Employee Compliance/Securities Trading Conduct group. This includes transactions in the Firm related employee benefit plans such as the BNY Mellon 401(k).

•

Margin Transactions: However, you may use Firm securities to collateralize full-recourse loans for non-securities purposes or for the acquisition of securities other than those issued by the Firm

•

Option Transactions: Defined as any derivative transaction involving or having its value based upon any securities issued by the Firm, including the buying and writing of over-the-counter and exchange traded options.

•

Major Firm Events: Non-publicly announced events of which you have knowledge (prohibition will expire 24 hours after a public announcement is made).

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

4.1.3

Prohibitions When Trading in Non-Firm Securities

You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see Indirect Ownership defined in Section 7.1). You are prohibited from:

	•	Engaging in FX derivative trading
	•	Spread Betting: Taking bets on securities pricing, including FX spread-betting to reflect market/currency movement activities
	•	Short Selling

4.1.4

Initial Public Offerings (IPO)

You are prohibited from acquiring securities through an allocation by the underwriter of an IPO without the prior approval of the Employee Compliance/Securities Trading Conduct group. Approval is only likely to be given in the following circumstances:

•

The allocation comes through an employee of the issuer who has a direct family relationship to the Firm employee

•

The issuance is arranged by governments to promote the public ownership of previously state owned assets

•

Where a bank, savings and loan or insurance company converts from a structure owned by policyholders to one owned by investors (demutualization)

Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (e.g., FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Employee Compliance/Securities Trading Conduct group before submitting an indication of interest to purchase the security.

4.1.5

Private Placements

You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Employee Compliance/Securities Trading Conduct group, your Manager and Compliance Officer. Refer to MySource to obtain a copy of the Private Placement/Volcker Covered Fund to initiate the approval request Additional requirements include:

•

If you are holding an investment of a privately-held (i.e., not traded on an exchange) Firm affiliated fund and you wish to divest all or a portion of your investment, you are required to obtain pre-approval from the Employee Compliance/Securities Trading Conduct group prior to redemption. Refer to MySource for a copy of the request Affiliated Fund Request form.

•

The Employee Compliance/Securities Trading Conduct group will generally not approve any private placement requests that appear to present an actual or potential conflict of interest. This includes instances where, among other things, the opportunity is being offered to you by virtue of your position with the company or its affiliates or your relationship to a managed fund or account and whether or not the investment opportunity being offered to you could be re-allocated to a client. So that no actual or potential conflict exists between the proposed private placement purchase and the interests of any managed fund or account, you must comply with any and all

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

requests for information and/or documentation necessary for the Employee Compliance/Securities Trading Conduct group.

•

Within 30 days of being designated a Monitored Employee (see Sections 4.2 to 4.4 for information), you must disclose any existing private placement securities to the Employee Compliance/Securities Trading Conduct group who will determine if you will be permitted to continue to hold the investment.

4.1.6

BNY Mellon Affiliated Volcker Covered Funds

You are prohibited from acquiring any initial or subsequent investment in a Firm affiliated Volcker Covered Fund (Refer to the Volcker Compliance site on MySource) unless you obtain prior written approval from the Employee Compliance/Securities Trading Conduct group, your Manager and Compliance Officer. Unless your job duties are directly related to providing investment advisory, commodity trading advisory or “other services” to the fund, your investment in such funds will not be permitted. Refer to MySource for a copy of the Private Placement/Volcker Covered Fund request form.

If you are newly hired and you hold an investment (either directly or indirectly) in an affiliated Firm Volcker Covered Fund you must receive permission to continue to hold that investment. You must disclose your investment within 30 calendar days of your hire date. Refer to MySource for a copy of the Private Placement/Volcker Covered Fund request form. You may be required to divest your ownership interest.

4.2

Monitored Employees

If you are determined to be at risk for receiving Firm or client information as described below, your personal trading and accounts where you have Indirect Ownership (as defined in Section 7.1) are required to be monitored and you are thus deemed a Monitored Employee. There are strict limitations on such trading for Monitored E mployees as further described in Section 4.4.

Monitored Employees are employees who, as a routine and normal course of their job:

	•	Are deemed to be at a high risk of receiving MNPI of issuer clients (generally, certain employees located in Private Side businesses as defined by the Firm’s Information Barrier Policy I-A-046.
	•	Have nonpublic information regarding advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of a Proprietary Fund, is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public.
	•	Have foreknowledge of the clients trading positions or plans such that the information may elevate the risk of Front Running or similar manipulative trading.

•

Have access to inside information with respect to the Firm’s financial results in advance of such results being released to the public.

•

Required by regulation – employees who work for a company broker-dealer or investment adviser (or their equivalents).

4.3

Classifications of Monitored Employees

The Firm has assigned Monitored Employees a classification that will correspond to the type of information they routinely are exposed to as performing their job duties. They are as follows:

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Classification Type	Definition

Access Decision Maker	Employees within Investment Management who are Portfolio Managers
(ADM) Employee	or Research Analysts and make or participate in recommendations or
	decisions regarding the purchase or sale of securities for mutual funds
	or managed accounts. Portfolio Managers of broad-based index funds
	and traders are not typically classified as ADM Employees.

Insider Risk Employee	Employees who in the normal course of business are likely to receive
	MNPI regarding issuer clients. Typically includes employees in Issuer
	Services, Global Client Management and Treasury Services as well as
	certain Corporate Staff functions.

Investment Employee	Employees in the normal course of business who:
	•	Have access to nonpublic information regarding advisory
		client’s purchase or sale of securities or nonpublic information
		regarding the portfolio holdings of a Firm Proprietary Fund
	•	Are involved in making securities recommendations to advisory
		clients, or has access to such recommendations before they are
		public.
	•	Have foreknowledge of clients trading positions or plans such
		that the information may elevate the risk of Front Running
		This classification typically includes employees in Investment
		and Wealth Management businesses as well as employees in
		other Public side businesses or Corporate Functions who have
		an elevated risk (clear access to pre-trade settlement
		information) of Front Running.
	•	Employees of a Firm business regulated by certain investment
		company laws. Examples are:
	•	In the U.S., employees who are “advisory persons” or “access
		persons” under Rule 17j-1 of the Investment Company Act of
		1940 or “access persons” under Rule 204A-1 of the Advisers
		Act.
	•	In the U.K., employees in companies undertaking specified
		activities under the Financial Services and Markets Act 2000
		(Regulated Activities), Order 2001, and regulated by the
		Financial Conduct Authority.
	•	Any member of the Firm’s Senior Management who, as part of
		his/her usual duties, has management responsibility for fiduciary
		activities or routinely has access to information about advisory
		clients’ securities transactions.

Pre-Release Earning	Includes all Executive Committee members, their administrative
Group (PREG) Employee	assistants and any individual determined by the Corporate Finance
	Department to have access to the Firm’s earnings in advance of public
	announcements.

Broker Dealer Monitored	Employees that by regulation are required to have their personal trading
Employee	monitored.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

4.4

Additional Requirements and Restrictions for Monitored Employees

In addition to the requirements which apply to all employees as described in Section 3.1 of this Policy, all Monitored Employees are also subject to the additional requirements noted below. These requirements apply to all securities accounts and holdings, for which you have direct and indirect ownership.

4.4.1

Reporting for All Monitored Employees

You are required to file various reports via the Personal Trading Assistant (PTA), the Firm’s electronic personal trading monitoring system. Required reports must also include any securities (except those deemed exempt as defined in Section 7.1), held outside of an account (for example, if you hold physical securities outside of a brokerage account, you must report those securities). You are required to file the following reports in order to be in compliance with the Policy:

•

Initial Reports: Within 10 calendar days of being notified by the Employee Compliance/Securities Trading Conduct group you are a Monitored Employee, you must file an Initial Broker Accounts and an Initial Holdings Report. These reports must contain a listing of all accounts that trade, or are capable of trading, securities. Initial Holdings Reports must be an accurate recording of accounts and securities holdings within the preceding 45 days of your being deemed a monitored employee.

•

Annual Reports: On an annual basis and within 30 calendar days after the end of the year, you must file an Annual Holdings Report. The report must contain an accurate and current listing of securities held in all accounts that trade, or are capable of trading securities.

•

Ongoing Reporting: If you open a new account, or receive securities through a gift or inheritance, you must update your holdings in the PTA system within 10 calendar days of the event (i.e., account opening or date of receipt of securities). For gifts/inheritance, you must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable). A gift of securities must be one where the donor does not receive anything of monetary value in return. Preclearance is required for all reportable holdings that are being liquidated (e.g. an executor liquidating a portfolio).

•

Updating Holdings: You are responsible for your securities holdings being accurate in the PTA System. This may require you to make manual adjustments for changes to your securities holdings (excluding exempt securities as defined in Section7.1 of this Policy) that occur as a result of corporate actions, dividend reinvestments, or similar activity. These adjustments must be reported as soon as possible, but no less than annually.

4.4.2

Additional Reporting for ADM and Investment Employees

Further reporting requirements for ADM and Investment Employees include:

•

Quarterly Reports (Investment and ADM employees only): Within 30 calendar days after the end of the quarter, you must file a Quarterly Transactions Report. The report must contain a list of all reportable transactions that occurred in the quarter. You must certify all broker accounts that are

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

capable of trading in reportable securities and all reportable securities held. Your report must be current within 45 calendar days of the date the report is filed.

•

Contemporaneous Disclosure Reports (ADM employees only): Prior to making or acting upon a portfolio recommendation (buy/hold/sell) in a security you have direct or indirect ownership, written authorization must be obtained. Under no circumstances may you provide portfolio recommendations or place trades based on their potential impact to your personal securities holdings, nor may you refuse to provide a recommendation or execute a transaction within the portfolio.to avoid submitting a Contemporaneous Disclosure. There are a limited number of transactions that are exempt from this requirement. More information, including a copy of the Contemporaneous Disclosure Form can be found on MySource.

4.4.3

Account Statements and Trade Confirmations

Monitored Employees are required to provide duplicate statements and trade confirmations directly to the Firm. You must adhere to the following requirements:

•

U.S., UK or India-based Monitored Employees

You must maintain all accounts with an approved broker-dealer (refer to MySource for the Approved Broker List). If you have securities held in a physical form or held directly with an issuer, you must provide copies of account statements and trade confirmations.

Note: The approved broker requirement for employees based in the U.K. or India will be effective June 30, 2021.

•

All other Monitored Employees (non-U.S., non-U.K. or non-India-based Monitored E mployees)

You must provide copies of account statements and trade confirmations to your designated local Compliance Officer, upon receipt or at least quarterly. You are also required to enter your trade confirmation details into the PTA System within 10 calendar days of the transaction. You may be compelled to move your accounts and hold them with an electronic broker-dealer where legally permissible and in jurisdictions where the Firm has made arrangements with a broker-dealer to provide automated electronic feeds to the PTA system. You will be notified when this requirement becomes effective within your jurisdiction and are no longer required to manually enter your trade details into PTA.

4.4.4

Preclearance Prior to Trading

•

Monitored Employees must receive approval in the PTA system to trade any security unless the security is expressly Exempt as defined in Section 7.1 of this Policy. You must also obtain preclearance for trades made by indirect owners.

NOTE: if you are classified as a Broker Dealer Monitored Employee, you are not required to preclear trades in any security; and if you are classified as a PREG employee (see Section 3.7 of this Policy), you are only required to preclear trades in Firm securities (equities, fixed income, or derivatives) of The Bank of New York Mellon Corporation.

•

Although preclearance approval does not obligate you to place a trade, you should not seek preclearance for transactions you do not intend to make. Do not discuss the response (e.g.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

approval or denial) to a preclearance request with anyone (excluding any account co-owners or indirect owners). If you have questions regarding a response to a trade request, contact the Employee Compliance/Securities Trading Conduct group.

•

If you receive approval to trade, the trade must be executed by the close of business the following day in the local jurisdiction. For example, if you receive approval on Monday at 3 PM EST, the preclearance is only valid until the close of the trading day on Tuesday. You should be aware that all preclearance time stamps in the PTA are in EST.

•

You are only permitted to place day only orders which are orders that expire at the end of the trading day. Orders that extend beyond a single trading day, such as “good-until-cancelled” or similar orders, are not permitted.

•

You may also be subject to additional approvals, for example approval from your supervisor, depending upon your classification. Please check with your local Compliance Officer for additional information.

4.4.5

Additional Preclearance Restrictions for ADM and Investment Employees (de minimis limits)

ADM and Investment Employees will generally not be given preclearance approval to execute a transaction in any security that appears on their business unit’s Blackout List (as defined in Section 7.1).

4.4.5.1

Approval for De Minimis Transactions for ADM Employees and Investment Employees for Securities on Blackout List

•

ADM and Investment Employees are eligible to receive approval for two de minimis trades in the securities of any one issuer in each calendar month even if the security is on the Blackout List.

De Minimis transactions are as follows:

	•	ADMs: transaction limit of 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher.
	•	Investment Employees: transaction limit of up to $50,000 for companies having a market capitalization of $20 billion or more; 250 shares or $25,000 (whichever value is greater) for companies having a market capitalization between $5 billion and $20 billion; and $ 100 shares or $10,000 (whichever value is greater) for companies having a market capitalization between $250 million and $5 billion.

Note: Currency is listed in USD. Use the local currency equivalent outside of the US.

4.4.5.1.1.1

Additional Restrictions for ADM employees (7 Day Blackout Period)

•

You are not permitted to buy or sell a security within 7 calendar days before and 7 calendar days after the investment company or managed account for which you are affiliated has effected a transaction in that security.

•

Any trade initiated within the 7 Day Blackout Period is deemed a violation of Policy and as such you will be required to disgorge profits per the Employee Compliance/Securities Trading Conduct group in their sole discretion. This does not apply to approved de minimis transactions during the 7 day Blackout Period.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

4.5

Managed Accounts

If you have an account fully managed by a third-party (you have an investment management, trust or similar agreement) which specifically documents in writing that you are unable to direct trades in the account, you must contact the Employee Compliance/Securities Trading Conduct group to determine if the account is eligible for exclusion from the reporting requirements, providing duplicate account statements/trade confirms or preclearance requirements noted within this Policy. You must comply with all provisions of the Policy until the Employee Compliance/Securities Trading Conduct group deems the account to be excluded in writing.

If your account is approved as managed, you are required to complete an annual certification in PTA attesting that the account continues to be maintained under the account provisions the Employee Compliance/Securities Trading Conduct group relied upon to provide approval. In addition, you are required to provide copies of statements to the Employee Compliance/Securities Trading Conduct group when requested.

4.6

Prohibition on Short-Term Trading

	•	Non-Firm Securities: Employees classified as ADM, Investment and Insider Risk are prohibited from engaging in short-term trading. Short term trading is defined as the purchasing then selling, or selling then purchasing, the same or equivalent (derivative) security within 30 calendar days. PREG and Broker-Dealer Monitored employees are not subject to a holding period for non-Firm securities.
	•	Firm Securities: All employees are prohibited from purchasing then selling, or selling then purchasing any Firm securities (Firm securities include any securities issued by The Bank of New Y ork Mellon Corporation and its subsidiaries, including, but not limited to, shares of common stock, preferred stock or bonds of the Firm) within 60 calendar days.

Employees who engage in short-term trading in non-Firm securities (within 30 calendar days) or Firm securities (within 60 calendar days) will be issued a violation and any profits realized must be disgorged.

Example: Transactions resulting in a position that is liquidated (sell), and then a new position is re-established (buy), would meet the criteria for a profit disgorgement.

	•	Profit is based upon the difference between the most recent purchase and sale prices for the most recent transactions. You should be aware that profit for disgorgement purposes may differ from the capital gains calculations for tax purposes.
	•	The disposition of any disgorged profits will be at the discretion of the Firm to a bona fide and legally permitted charity. You will be responsible for any tax and related costs.
	•	Profit disgorgement, where applicable, is not required for any security that is deemed E xempt (as defined in Section 7.1 of this Policy) and trades in Proprietary Funds conducted within the BNY Mellon 401(k).

4.7

Specific Restrictions for PREG Employees

Every quarter the Firm imposes a restriction on PREG employees. As such, you are prohibited from trading in the Firm’s securities from 12:01 AM Eastern Standard Time, on the 15th day of the month preceding the end of each calendar quarter through the first trading day after the public announcement of the Firm’s earnings for that quarter.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

For example, if earnings are released on Wednesday at 9:30 AM Eastern Standard Time, you may not trade the Firm’s securities until Thursday at 9:30 AM Eastern Standard Time. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period. At its discretion, the Firm may extend the blackout period for some or all PREG Employees. You will be notified if there is such an extension.

The Blackout Period includes trades in various employee plans. Specifically, you may not make payroll deductions, investment elections changes or reallocation of balances that might impact your holdings in company stock in the BNY Mellon 401(k) Plan; you may not exercise options granted through the employee incentive compensation or similar plan; you may not enroll in, or make payroll deduction changes, in your Employee Stock Purchase Plan.

If you trade Firm securities made during the Blackout Period, you must unwind the trade and surrender profits as determined by the Firm in its sole discretion. Any losses due to the unwinding are yours to incur. Further, you may be subject to disciplinary action or referral to law enforcement when necessary.

Governance and Responsibilities

5.1

All Employees are responsible for:

	•	Adhering to all sections of this Policy as it relates to their role.
	•	Immediately contacting the Employee Compliance/Securities Trading Conduct group or your Compliance Officer (or anonymously through the Firm’s Ethics Help Line or Ethics Hot Line) if a known or suspected violation of this Policy occurred.

5.2

Businesses and Corporate Functions

Management of the Firm’s Business and Corporate Staff groups are responsible for:

	•	Classifying employees and developing business line polices/procedures to describe the protocols for assigning classifications that are consistent with this this Policy, seeking guidance from Compliance as needed.
	•	Retaining accurate records of each employee’s classifications in their business unit, maintaining proper controls so that the classifications are current and providing an attestation to Compliance that the classification of the employees are accurate, when requested.
	•	Communicating employees’ classification and overseeing staff so that they are properly trained on the Policy requirements.
	•	Overseeing the timely completion of all required reports, violation notices and certifications as required by this Policy.
	•	Constructing (and keeping current) a list of securities appropriate for Policy restrictions; typically this will consist of trading systems required for employee monitoring, portfolio manager codes, and designated approvers. Generally this detail will be required only in instances where a B usiness or Corporate Functions have staff classified as an Investment or ADM employee.
	•	When required, providing timely and accurate updates to the list of Proprietary Funds (those that are advised, sub-advised or underwritten by the business) to the Employee Compliance/Securities Trading Conduct group.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

5.3

Employee Compliance/Securities Trading Conduct Group

The Employee Compliance/Securities Trading Conduct group is responsible for:

•

Maintaining all necessary records to demonstrate compliance with this Policy in a readily accessible place, for seven years from their creation. This includes but is not limited to versions of this Policy, record of employee violations and actions taken, holdings and transaction reports required by this Policy, list of monitored employees and their classifications, and lists of securities appropriate for restriction as reported by a Line of Business and/or Corporate Function.

•

Treating employee related records as “highly confidential”, to the extent permissible by law.

5.4

Compliance Officers

Compliance Officers are responsible for:

	•	Providing policy training to employees when requested by the Employee Compliance/Securities Trading Conduct group.
	•	Reporting compliance with this Policy, including detail on violations, to Legal Entity and Fund Boards, as required by law, regulation or policy.
	•	When requested by the Employee Compliance/Securities Trading Conduct group, approving requests for investment.

5.5

Legal Department

The Legal Department is responsible for providing legal analysis of new and revised legislation of all jurisdictions regarding personal securities trading laws and regulations and participating in the review of material policy amendments.

5.6

Technology Department

The Technology Department is responsible for providing support for internally hosted applications so that systems function properly, including various files are properly loaded into the system, developing an alert process to detect any failed or non-received files, and adequately testing all software updates or hardware installations.

Adherence and Control

Failure to comply with any aspect of this Policy may result in the imposition of serious sanctions and employee will be issued a violation notice. You may also receive additional sanctions, which include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, and suspension of personal trading privileges, and may result in an employee being subject to corrective action as outlined in Managing Performance and Conduct Through Corrective Action (II-H-610-US) for U.S.-based employees (or the applicable corrective action policy for non-U.S. based employees),¹ up to and including termination of employment and referral to law enforcement, when required.

1 View the Policies Portal or consult your local HR Partner for the policy for the relevant jurisdiction.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

If you know of or suspect a violation of this Policy has occurred, immediately contact the Employee Compliance/Securities Trading Conduct group or your Compliance Officer. You may also report known or suspected violations anonymously through the Firm’s Ethics Help Line or Ethics Hot Line.

Amendments to or waivers of any requirements discussed above are at the discretion of the Chief Compliance Officer or their designee. When required, the concurrence of other officers or directors of the Firm may also be needed. Any waiver or exemption must be evidenced in writing to be valid.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Appendices

7.1

Definitions

Term	Definition/Meaning of Term
Automatic Investment Plan	A program in which regular periodic purchases (withdrawals) are made automatically to/from investment accounts in accordance with a predetermined schedule and allocation. Examples include: Dividend Reinvestment Plans (DRIPS), payroll deductions, bank account drafts or deposits, automatic mutual fund investments/withdrawals (PIPS/SWIPS), and asset allocation accounts.
Blackout List	List of securities submitted by a Business Unit for which there are pending or executed transactions for an affiliated account (other than an index fund).
Firm Securities	Include any securities issued by The Bank of New York Mellon Corporation and its subsidiaries, including, but not limited to, shares of common stock, preferred stock or bonds of the Company.
Exempt Securities/Financial Instruments (Collectively “Exempt Securities” or “Exempt”)	All securities require reporting and preclearance unless expressly exempt by this Policy. The following securities are exempt for all classifications of employees:
	• Cash, cash-like securities, such as bankers’ acceptances, bank CDs and time deposits, money market funds, FX spot transactions, commercial paper and repurchase agreements.
	• Cryptocurrencies, regardless of where they are held (in brokerage exchange accounts or in personal cryptocurrency wallets).
	Note: Direct participation investments in Initial Coin Offerings (ICOs), pooling money with others with the intent to invest in digital assets or cryptocurrencies and creating investment vehicles to sell interest in Limited Partnerships (LPs) or Master Limited Partnerships (MLPs) for the purpose of investing in digital assets or cryptocurrencies are all considered to be private securities transactions that must be reported.
	• Employee investments in their sovereign governments. Obligations of other

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

			instrumentalities or quasi-government agencies are not exempt.
		•	Securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds. Proprietary Funds are exempt for employees classified as Insider Risk.
		•	Securities in retirement plans properly organized under local law of companies not associated with the Firm (e.g., spouse’s plan, previous employer’s plan, etc.). This exemption is not applicable to any plan wherein the trades can be directed in common stock by the account holder.
		•	Securities in college tuition plans for dependents properly organized under local law. It should be noted that this exemption is not applicable securities that are deemed to be a Proprietary Fund for employees classified as an ADM and Investment Employees.
		•	Fixed annuities.
		•	Variable annuities, as long as the sub-accounts are not invested in Proprietary Fund sub-accounts.
		•	Securities held in approved non-discretionary (managed) accounts.
		•	Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, crypto-based currency, and financial futures (excluding stock and narrow-based stock index futures).
		•	Non-Proprietary ETFs are exempt from Preclearance but are required to be reported for ADM, Investment and Insider Risk Employees.
		•	Transactions that are involuntary (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary.
		•	Transactions pursuant to the exercise of rights (purchases or sales) by an issuer made pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer.
		•	Sales effected pursuant to a bona fide tender offer.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

		•	Transactions pursuant to an automatic investment plan, including payroll withholding to purchase Proprietary Funds.
Front Running	The purchase or sale of securities for your own or the company’s accounts on the basis of your knowledge of the company’s or company’s clients trading positions or plans.
Index Fund	An investment company or managed portfolio (including indexed accounts and model driven accounts) that contain securities in proportions designed to replicate the performance of an independently maintained, broad-based index or that is based not on investment discretion but on computer models using prescribed objective criteria to replicate such an independently maintained index.
Indirect Ownership	Generally, you are the indirect owner of securities if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship, or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them. This includes trades which are effected by or on behalf of the employee when the trade is carried out for the account of any of the persons referenced below. Common indirect ownership situations include, but are not limited to:

		•	Securities held by members of your Immediate Family by blood, marriage, adoption, or otherwise, who share the same household with you; “Immediate Family” includes any person with whom they have a family relationship, or whom they have close links, such as your spouse, domestic partner, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters):
		•	Any person in conjunction with whom the employee has a direct or indirect material interest in the outcome of the trade – other than obtaining a fee or commission for the execution of the trade;

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

		Employees must consider this requirement and report trades which fit under the above definition to avoid violations and breaches of both regulations and Policy.
Initial Public Offering (IPO)	The first offering of a company's securities to the public.
Investment Clubs	Organizations whose members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Prior to participating in an investment club, all Monitored Employees are required to obtain written permission from their local Compliance Officer to participate in the club. If permission is granted, the account is subject to all aspects of this Policy.
Investment Company	A company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.
Money Market Fund	A mutual fund that invests in short-term debt instruments where its portfolio is valued at amortized cost so as to seek to maintain a stable net asset value (typically of $1 per share).
Non-Discretionary (Managed) Account	An account in which the employee has a beneficial interest but no direct or indirect control over the investment decision making process. Any such accounts of Monitored employees must be approved by the Employee Compliance/Securities Trading Conduct group in writing in order to be exempt from the reporting and preclearance requirements noted in this Policy.
Option	A security which 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.
Short term trading in option positions	Opening and closing or closing and opening an option position within 30 days of each other or opening an option position within 30 days of expiration will result in any profits being subject to disgorgement. When opening an option position against an existing common stock holding you must have held that position for at least 30 days to avoid any profits being subject to disgorgement.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Private Placement	An offering of securities exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships, certain cooperative investments in real estate, co- mingled investment vehicles such as hedge funds, investments in privately-held and family owned businesses and Volcker Covered Funds. For the purpose of this policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.
Proprietary Fund	An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. The Proprietary Fund Listing can be found on MySource on the Compliance and Ethics homepage.
Securities/Financial Instruments (Collectively “Securities”)	Any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, units in collective investment undertakings, collateral trust certificates and certificates of deposit. It also includes security- based derivatives and swaps and many types of puts, calls, straddles and options on any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. Unless expressly exempt, all securities transactions are covered under the provisions of this policy (See exempt securities).
Short Sale	The sale of a security that is not owned by the seller at the time of the trade.
Spread Betting	A type of speculation that involves taking a bet on the price movement of a security. A spread betting company quotes two prices, the bid and offer price (also, called the spread), and investors bet whether the price of the underlying security will be lower than the bid or higher than the offer. The investor does not

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

	own the underlying security in spread betting, they simply speculate on the price movement of the stock.
Tender Offer	An offer to purchase some or all shareholders' shares in a corporation. The price offered is usually at a premium to the market price.
Volcker Covered Fund	Generally, a “Volcker Covered Fund” is a domestic or foreign hedge fund, private equity fund, venture capital fund, commodity pool or alternative investment fund (AIF) that is sold in a private, restricted or unregistered offering to investors who must meet certain net worth, income or sophistication standards or is sold to a restricted number of investors. Generally, the fund is not registered with a securities/commodity regulator and therefore cannot be offered to the general or retail public unless the in vestor meets some type of qualification to demonstrate the investor does not need the protection of the securities or commodities regulations. A complete list of Covered Funds can be found at the Volcker Compliance Site on MySource or refer to the Volcker Covered Funds Policy (Corporate Policy I-A- 049).

7.2

Addendums (if necessary)

N/A

7.3

Document Governance

7.3.1

Periodic Review

This Level 3 Policy will have a mandatory periodic review of 12 months.

Note: If this Policy requires changes outside of the periodic review date AND the Policy is reviewed in its entirety at such time that the changes are incorporated, the periodic review date will be refreshed.

7.3.2

Ownership/Questions

Ownership of this Policy lies with the Owner noted below. Questions should be directed to the Owner or Contact(s) noted below:

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Policy
Owner

Policy
Approver

Version

Review and
Approval
Date

Next
Review
Date

Additional Contact(s) for
Questions

Steven

Wachtel

Global Head

of Securities

Trading

Compliance

Diane

Hausman

Global Head

of Employee

Compliance

December

22, 2020

December

22, 2021

[email protected]

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

7.4 Version Control

Version Number	Date of Change	Author (and Role of Author) of Change	Description of Change
15	March 29, 2021	Carol Cersosimo Manager Personal Securities Trading Group	Revised to remove reference to old policy; Correction of typo in Section 4.1.5.
14	January 26, 2021	Carol Cersosimo Manager Personal Securities Trading Group	Revised to reflect reporting requirement for Insider Risk employees for Non-Proprietary ETFs
13	January 15, 2021	Steven Wachtel Global Head of Securities Trading Compliance	Streamlined employee classifications, added Approved Broker requirement for UK and India-based employees, updated indirect ownership section to comply with MiFID II and instituted a strict 30 day hold requirement for non-company securities.
12	January 15, 2019	Carol Cersosimo Manager Personal Securities Trading Group	Revised to transfer the classification responsibility from Local Compliance to the 1^stLine of Business for Investment Services; removed reference to IEC Oversight and Senior Leadership Team Members.
11	June 8, 2018	Gerald DiMarco Manager Global Ethics Office	The document was reviewed and reapproved without changes, pending substantive revisions anticipated for July 2018.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

April 3, 2018

Gerald DiMarco Manager Global Ethics Office

Revised to include existing requirement for pre-approval prior to divesting from an affiliated fund; other minor edits.

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

7.5 Document Hierarchy

Document Type	Name of Document	Relationship
Level 3 Policy	Employee Compliance Policy (II- A-600)	Parent
Tier III Procedure	Personal Securities Trading – Compliance (III-A-200)	Child
Tier III Policy	Risk Personal Securities Trading Policy (III-GG-420)	Child
Tier III Procedure	Technology Personal Securities Trading Administration Procedure (III-PI-1.057)	Child
Tier III Procedure	Personal Securities Trading: Overview (III-RG-041)	Child
Tier III Policy	Personal Securities Trading Policy (III-KW-7.05)	Child
Tier III Policy	Middle Office Personal Securities Trading Policy (III-PC-43.624)	Child
Tier II Policy	Investment Management Personal Securities Trading - Employee Classification Policy (II- K-010)	Child
Tier III Policy	Personal Securities Trading – AS (III-OA-0.039)	Child
Tier III Procedure	Personal Securities Trading (III-H- 15)	Child
Tier III Procedure	CCM Personal Securities Trading Procedure (III-OB-1.1241)	Child
Tier III Procedure	Personal Securities Trading: Overview (III-OC-1.395-210)	Child
Tier II Policy	Operations Personal Securities Trading Policy (II-PC-10.100)	Child
Tier III Procedure	Depositary Receipts Securities Firewall and Personal Securities Trading Procedure (III-OD-1.106)	Child
Tier III Procedure	Personal Securities Trading (III- TS-1.197-105)	Child

PUBLIC

March 31, 2021

Personal Securities Trading Policy

POLICY NUMBER: I-A-045

Tier III Procedure	Personal Securities Trading (III-J- 180)	Child
Tier III Procedure	Accounting Services Personal Trading Classification Procedure (III-PC-46.019)	Child

7.6 Other Applicable Documents

Document Type	Name of Document
Tier I Policy	Code of Conduct (I-A-010)
Tier I Policy	Business Conflicts of Interest (I-A-035)
Tier I Policy	Information Barrier Policy (I-A-046)
Tier I Policy	Policy on Rule 10b5-1 Plans (I-C-170)
Tier I Policy	Market Abuse Policy (I-A-040)
Tier I Policy	Volcker Covered Funds Policy (I-A-049)
Tier I Policy	Managing Performance and Conduct through Corrective Action (II-H-610)

PUBLIC

March 31, 2021

TABLE OF CONTENTS

DOING WHAT’S RIGHT // 2

HOW TO REPORT A CONCERN // 3

KEY PRINCIPLES OF OUR CODE // 4

WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT // 5-9

Our values // 5

Purpose of our Code // 6

Who must follow this Code? // 6

Waivers of the Code for executive officers // 6

What is expected of employees? // 7

Cooperating with Regulatory Agencies // 8

What is expected of managers // 8

Managing risk as a manager // 8

Responsibility to ask questions and report concerns // 8

What happens when a concern is reported? // 9

Zero tolerance for retaliation // 9

Cooperating with an investigation // 9

Direct Communication with Government and Regulatory Authorities // 10

Communication of Trade Secrets to Government and Regulatory Authorities // 10

RESPECTING OTHERS // 11-15

Mutual respect and professional treatment // 12

Harassment-free environment // 14

Safety and security // 15

Managers’ responsibilities // 15

AVOIDING CONFLICTS // 17-25

Overview // 18

Gifts and entertainment // 19

Outside employment and business dealings // 22

Outside service as a Director, Trustee, Officer, Investment Committee Member, Partner or Business Owner of a for-profit business or a not-for-profit organization // 24

Ownership of an outside business // 25

Fiduciary appointments // 25

Personal investment decisions // 25

Dealing with family and close personal friends // 26

Corporate opportunities // 27

CONDUCTING BUSINESS // 29-33

Fair competition and anti-trust // 30

Anti-corruption and improper payments // 32

Combating financial crime and money laundering // 33

WORKING WITH GOVERNMENTS // 35-37

Your obligations // 36

Basic principles // 37

PROTECTING COMPANY ASSETS // 39-46

Financial integrity // 40

Additional standards for senior financial
professionals // 41

Use of company assets // 41

Protecting client and employee records and observing
our privacy principles // 42

Records management // 43

Use of computers, systems and corporate
information // 44

Inside or proprietary information // 45

SUPPORTING OUR COMMUNITIES // 48-52

Political activities // 49

Investor and media relations // 50

Charitable contributions and corporate sponsorship // 51

Participating in trade associations, conferences

and speaking engagements // 51

ADDITIONAL HELP // 52-53

The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do What’s Right. The most current version of the Code can be found on MySource. Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.

DOING WHAT’S RIGHT

AT BNY MELLON, “DOING WHAT’S RIGHT” MEANS

–

Contributing to an ethical culture is expected and valued,

–

Conducting business in full compliance with all applicable laws and regulations, and in accordance with the highest ethical standards,

–

Fostering honest, fair and open communication,

–

Demonstrating respect for our clients, communities and one another,

–

Being accountable for your own and team actions, and

–

Being willing to take a stand to correct or prevent any improper activity or business mistake.

HOW TO DO WHAT’S RIGHT

–

Put company values, policies and procedures into action,

–

Know the laws and regulations affecting your job duties and follow them,

–

Take responsibility for talking to someone if you see a problem, and

–

Ask questions if you are unsure of the right thing to do.

WHEN YOU ARE UNCERTAIN, ASK YOURSELF THESE QUESTIONS

–

Could the action affect the company’s reputation?

–

Would it look bad if reported in the media?

–

Am I uncomfortable taking part in this action or knowing about it?

–

Is there any question of illegality?

–

Will the action be questionable with the passage of time?

If the answer to any of these questions is “yes,” ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Don’t stop asking until you get the help you need.

IT’S YOUR OBLIGATION

TO DO WHAT’S RIGHT.

HOW TO REPORT A CONCERN

Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.

Ethics Help Line

(Operated by members of the company’s Ethics Office)

–

United States and Canada: 1-888-635-5662

–

Europe: 00-800-710-63562

–

Brazil: 0800-891-3813

–

Australia: 0011-800-710-63562

–

Asia: appropriate international access code +800-710-63562 (except Japan)

–

Japan: appropriate international access code +800-710-6356

–

All other locations: call collect to 412-236-7519

Please note that your phone call can be anonymous.

E-mail: [email protected] (To remain anonymous, please use the telephone help line for reporting your concern.)

Ethics Hot Line

(Operated by EthicsPoint, an independent hot line administrator)

–

United States and Canada: 1- 866-294-4696

–

Outside the United States dial the AT&T Direct Access Number for your country and carrier, then 866-294-4696

AT&T Direct Access Numbers by Country/Carrier

–

United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011; INTL 0-800-013-0011

–

India: 000-117

–

Brazil: 0-800-890-0288

–

Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288

–

Japan: Softbank Telecom 00 663-5111; KDDI 00 539-111

–

Australia: Telstra 1-800-881-011; Optus 1-800-551-155

–

Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266

–

Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001

Web Report: http://www.ethicspoint.com (hosted on EthicsPoint’s secure servers and is not part of the company’s web site or intranet).

Please note that all contacts to EthicsPoint can be anonymous.

Incident Reporting

If your concern involves potential criminal or unusual client activity, you must file an Incident Report within 72 hours. In the U.S., you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.

Director’s Mailbox

If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-management [email protected] or by postal mail addressed to:

BNY Mellon Corporation

Church Street Station

PO Box 2164

New York, New York 10008-2164 USA

Attention: Non-Management Director

Please note the postal mail option can be anonymous.

KEY PRINCIPLES OF OUR CODE

RESPECTING OTHERS

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do.

AVOIDING CONFLICTS

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

CONDUCTING BUSINESS

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

WORKING WITH GOVERNMENTS

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

PROTECTING COMPANY ASSETS

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

SUPPORTING OUR COMMUNITIES

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.

WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT

At the foundation of our Code of Conduct are our Values – Client Focus, Integrity, Teamwork and Excellence.

Our values underscore our commitment to be a client-focused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.

OUR VALUES

Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company.

–

Client Focus: Putting the client at the center of all that we do

–

Integrity: Acting with the highest ethical standards for our company, our employees and our clients

–

Teamwork: Fostering collaboration and diversity to empower employees to build relationships and deliver insights

–

Excellence: Setting the standard for leading-edge solutions, innovation and continuous improvement

WHAT OUR VALUES DO:

–

Explain what we stand for and our shared culture

–

Span geographies and lines of business

–

Represent the promises made to our clients, communities, shareholders and each other

–

Are critical to our success

PURPOSE OF OUR CODE

Today’s global marketplace is filled with a host of new challenges and changes, but one constant guides us — the mandate to meet the highest standards of legal and ethical integrity.

The Code of Conduct is the foundation of our commitment to Doing What’s Right, but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. You’re expected to use common sense and good judgment, and seek advice when you’re unsure of the proper response to a particular situation.

The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.

WHO MUST FOLLOW THIS CODE?

All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.

WAIVERS OF THE CODE FOR EXECUTIVE OFFICERS

Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the company’s Board of Directors (or a committee of the Board) and disclosed promptly to shareholders.

Individuals who are deemed to be “executive officers” of BNY Mellon will be notified as appropriate.

Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional.

It’s how we do business: it’s the embodiment of Doing What’s Right.

Q & A

Q: I work outside of the U.S. Do U.S. laws apply to me?

A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the U.S., so U.S. laws may apply to certain business activities even if they are conducted outside of the U.S.

The reverse may also be true other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.

WHAT IS EXPECTED OF EMPLOYEES?

You’re responsible for contributing to our culture of Doing What’s Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location.

In these situations, you’re expected to follow the more restrictive rules. You’re expected to ask your manager if you have questions about performing your job. If you do not get an adequate response, it’s your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.

No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.

Identifying and managing risk is the responsibility of every employee. You’re required to adhere to the established internal controls in your area of responsibility and promptly elevate all risk, compliance and regulatory concerns to your manager.

You’re expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the company’s business, the matter will be reported to the appropriate authorities.

You are required to use CODE RAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system which you can learn more about by visiting MySource, the company’s intranet site. If you need assistance or do not have access to a PC, ask your manager for help.

You’re obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.

COOPERATING WITH REGULATORY AGENCIES

All employees are required to cooperate with regulators. Your communications with regulatory personnel are expected to be responsive, complete and transparent. Any commitments you have made in response to exam findings and any responses to regulatory information requests are to be completed within the agreed time frame. You must notify your manager immediately should situations arise that make it unlikely that you will meet the agreed upon commitments. In addition, your compliance officer should be advised of any delays in meeting regulatory commitments.

WHAT IS EXPECTED OF MANAGERS?

Those who manage or supervise others have a special obligation to set an example in Doing What’s Right. Some of the ways you’re expected to demonstrate this leadership include:

– Creating a culture of risk management, compliance and ethics,

– Considering risk in all your decision making,

– Reinforcing with your staff the importance of early identification and escalation of potential risks to the appropriate managers,

– Ensuring employees have the relevant resources to understand their job duties,

– Monitoring compliance with the Code of Conduct, company policies and procedures of the employees you supervise,

– Fostering an environment in which employees are comfortable raising questions and concerns without fear of retaliation,

– Reporting instances of non-compliance to the proper management level,

– Taking appropriate disciplinary action for compliance and ethics violations, and

– Reviewing the Code of Conduct no less than annually with your staff.

MANAGING RISK AS A MANAGER

As a manager, you must always consider risk in your decision making. You are required to understand fully the risk, compliance and regulatory issues that may impact the areas you serve. You are required to escalate any concerns immediately to the appropriate management level to ensure the requisite attention is given to the matter. In addition, any corrective measures must be implemented timely, thoroughly and in a sustainable manner.

RESPONSIBILITY TO ASK QUESTIONS AND REPORT CONCERNS

You are required to speak up immediately if you have a question or concern about what to do in a certain situation or if you believe someone is doing — or about to do — something that violates the law, company policy or our Code of Conduct. If you have a genuine concern, you must raise it promptly.

Q & A

Q: What is my role in managing risk?

A: Each employee plays an important role in managing risk when you:

– Perform your job with integrity and in compliance with policies, procedures and the law

– Adhere to the controls established for your business

– Ask questions if instructions are not clear or if you are unsure of the right thing to do

– Escalate issues immediately to your manager (e.g., an error, a missed control, wrongdoing or incorrect instructions)

Doing What’s Right means being accountable for your own and your team’s actions, and being willing to take a stand to correct or prevent any improper activity or a business mistake.

Q & A

Q: Where do I go for help if I’m uncomfortable talking to my management?

A: You can contact the Ethics Help Line or the Ethics Hot Line. The contact information is located in the Code of Conduct, on MySource and on the company’s public Internet site.

Q & A

Q: Can I report a concern anonymously?

A: Yes, you can report your concern to the Ethics Help Line or Ethics Hot Line anonymously if you wish.

If you have a question or concern, your manager is usually a good place to start. Other people you may go to for help or advice are:

– Your manager’s manager

– Your line of business Compliance officer

– Someone in the Human Resources or the Legal department

You must speak up. If your concern is not addressed, raise it through other channels. You can always contact the Ethics Office through the Ethics Help Line or Ethics Hot Line.

You can also visit the Doing What’s Right section of the Compliance and Ethics page on MySource for more information on reporting an issue or incident.

WHAT HAPPENS WHEN A CONCERN IS REPORTED?

When you report a concern to the Ethics Help Line or Ethics Hot Line, your concerns will be taken seriously and investigated fully. Be prepared to give detailed information about your concern. You can choose to be anonymous if you want. Your confidentiality will be protected to the fullest extent possible and every effort will be made to quickly resolve your concern.

These reporting mechanisms are meant to be used only when you have a genuine concern that something is wrong. You will not be provided protection for your own misconduct just because you filed a report or if you knowingly give a false report.

ZERO TOLERANCE FOR RETALIATION

Anyone who reports a concern or reports misconduct in good faith, and with the reasonable belief that the information is true, is demonstrating a commitment to our values and following our Code of Conduct. The company has zero tolerance for acts of retaliation. Zero means zero. No one has the authority to justify an act of retaliation. Any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal.

COOPERATING WITH AN INVESTIGATION

You’re required to cooperate with any investigation into alleged violations of our Code of Conduct, laws, regulations, policies or procedures, and are expected to be truthful and forthcoming during any investigation. This includes situations where you are an involved party, a witness, or are asked to provide information as part of an investigation. Any attempt to withhold information, sabotage or otherwise interfere with an investigation may be subject to any level of disciplinary action up to and including dismissal.

Remember, investigations are confidential company matters. To protect the integrity of the investigation, you are not allowed to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with other employees or the public.

At the same time, this requirement for confidentiality does not prohibit you from reporting legal violations to any governmental or regulatory body or official(s) or finance-related self-regulatory organization (collectively, “Governmental Authorities”), and you may do so either during or after your employment without notice to the Company. Furthermore, no BNY Mellon policy or agreement is meant to prohibit you from doing so, or from participating in any benefits involved in such reporting. The only restriction in this regard is that you are not authorized to disclose information covered by the Company’s attorney-client privilege.

DIRECT COMMUNICATION WITH GOVERNMENT AND REGULATORY AUTHORITIES

The confidentiality of our information and the protection of that information is a theme that recurs several times in this Code and in many of our policies. However, nothing in this Code, in those policies, or in any agreement with BNY Mellon is meant to prohibit you from:

– initiating communications directly with, cooperating with, providing relevant information to or otherwise assisting in an investigation by any Governmental Authorities regarding a possible violation of law;

– testifying, participating or otherwise assisting in an action or proceeding by a Governmental Authority relating to a possible violation of law; or

– participating in any benefits for information provided to Government Authorities in the manner described in the first or second points above. You are permitted to report in this manner both during and after your employment here irrespective of any confidentiality agreements you may have signed or policies in place during your employment and without providing notice to the Company. The only restriction is that

you are not authorized to disclose information covered by the Company’s attorney-client privilege.

COMMUNICATION OF TRADE SECRETS TO GOVERNMENT AND REGULATORY AUTHORITIES

While the Code prohibits you from revealing “trade secrets” outside of the Company, you may do so without facing criminal or civil liability if:

– the material is revealed in confidence solely for the purpose of reporting or investigating a suspected violation of law to a Federal, State, or local government official, either directly or indirectly, or to an attorney; or

– the material is revealed in a complaint or other document filed under seal in a lawsuit or other proceeding. Note that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and may use the trade secret information in the court proceeding. In such cases, trade secret information must be filed under seal, and it may be disclosed only under a court order.

RESPECTING OTHERS

MUTUAL RESPECT AND PROFESSIONAL TREATMENT

HARASSMENT-FREE ENVIRONMENT

SAFETY AND SECURITY

MANAGERS’ RESPONSIBILITIES

KEY PRINCIPLE: RESPECTING OTHERS

KEY PRINCIPLE:

RESPECTING OTHERS

MUTUAL RESPECT AND PROFESSIONAL TREATMENT

One of our values is Teamwork and nothing damages a team more quickly than a lack of mutual respect. For our company to be successful, we all must work together toward common goals. Employees and managers share a mutual responsibility to keep one another informed of any information that may be important to job performance and to understanding the organization. You’re expected to treat your fellow employees professionally — it’s what we owe each other in the workplace.

The company recognizes your right to form personal relationships with those you meet in the workplace; however, you’re expected to use good judgment to ensure your personal relationships do not negatively affect your job performance or interfere with your ability to supervise others. Favoritism, open displays of affection, not respecting personal boundaries, and making business decisions based on emotions or personal relationships are inappropriate. You should avoid situations where your personal relationship may create a potential conflict or perception of favoritism, especially if there is a reporting relationship.

Situations that involve borrowing money, or making loans between employees, or between one employee and a family member of another employee must be avoided, unless it is of an incidental nature involving a minimal amount of money. Managers should be particularly sensitive to situations involving lending money to those who report to them and avoid these workplace situations.

(Reference: Gifts, Entertainment and Loans from One Employee to Another)

Q & A

Q: I asked a question in a staff meeting and the response I received was offensive — several people laughed at me and I was mortified. What should I do?

A: The response you received was inappropriate. Healthy communication can only occur in environments where different opinions can be ex- pressed and respectful debate occurs. It’s okay to disagree with a colleague. However, it must be done in a professional and respectful way. Talk to the person who made the remark. If you feel uncomfortable doing so, speak with your manager or Human Resources.

Similarly, gifts and entertainment between employees (including family members of another employee) can create conflicts. Company policy places limits on the amounts that are permissible and amounts above those established limits require approval via CODE RAP.

(Reference: Gifts, Entertainment and Loans from One Employee to Another)

Managers must also be aware of situations where family members or close personal friends may also work at BNY Mellon. The company prohibits any work situations where there is a direct reporting relationship between family members. In addition, wherever possible, situations should be avoided that involve family members working in the same business unit at the same location, or family members working in positions where they can jointly control or influence transactions. Senior executives must be aware that there are restrictions on hiring family members. If you encounter such a situation or are aware of one, you should contact Human Resources for guidance.

(Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’ Household)

HARASSMENT-FREE ENVIRONMENT

BNY Mellon will not tolerate any form of harassment or discrimination. Harassment can be verbal, physical or include visual images where the effect creates an offensive atmosphere. It can take many forms and includes jokes, slurs and offensive remarks, whether delivered verbally, graphically or in electronic media, including e-mail.

Harassment also includes disrespectful behavior or remarks that involve a person’s race, color, sex, age, sexual orientation, gender identity, religion, disability, national origin or any other legally protected status. Certain local laws or regulations may provide additional protection for employees, so check with Human Resources or the Legal department in your local area if you have questions.

Some countries have specific laws concerning sexual harassment that include:

–

Intentional or unintentional, unwelcome sexual advances with or without touching

–

Coerced sexual acts

–

Requests or demands for sexual favors

–

Other verbal or physical conduct of a sexual nature

Our commitment to a harassment-free environment applies in all work-related settings and activities, whether on or off company premises, and extends to employees’ actions toward clients and vendors. Harassment of any kind will not be tolerated in the workplace.

Q & A

Q: A colleague makes comments about my appearance that make me feel uncomfortable. I’ve told my colleague that I don’t like these comments, but they continue and I’m told I’m too sensitive. What am I supposed to do?

A: You should talk to your manager and ask for help. If you do not feel comfortable talking to your manager, talk to Human Resources or call the Ethics Help Line or Ethics Hot Line.

Q & A

Q: I have reason to believe that a colleague is coming to the office intoxicated. What should I do?

A: You should notify your manager immediately. If you’re uncomfortable discussing this with your manager, contact Human Resources.

SAFETY AND SECURITY

BNY Mellon is committed to establishing and maintaining safe and healthy working conditions at all locations and to complying with laws that pertain to employee workplace safety. Listed below are some of the principles of maintaining a safe and secure workplace:

– You must contribute to maintaining a workplace free from aggression. Threats, intimidating behavior or any acts of violence will not be tolerated.

– You may not use, possess, sell or transfer illegal drugs on company property. In addition, you won’t be permitted to work if you’re using illegal drugs or impaired by alcohol.

– You may not bring weapons onto company property. This includes weapons used for sporting purposes or otherwise legal to possess. Weapons of any kind have no place in the work environment.

– You should be alert to individuals who are on company premises without proper authorization.

– Make sure you observe all physical access rules in your location and report incidents of unauthorized entry to your manager or to security personnel.

(Reference: Company Identification Card Issuance; Display and Use of Company Identification)

MANAGERS’ RESPONSIBILITIES

As part of a worldwide financial services organization, managers have a special responsibility to demonstrate our values through their actions. Managers must foster an environment of integrity, honesty and respect. This includes creating a work environment that is free from discrimination, harassment, intimidation or bullying of any kind. This type of behavior will not be tolerated and is inconsistent with our values and the Code of Conduct.

Managers also must ensure that all aspects of the employment relationship are free from bias and that decisions are based upon individual performance and merit.

AVOIDING CONFLICTS

GIFTS AND ENTERTAINMENT

OUTSIDE EMPLOYMENT AND BUSINESS DEALINGS

OUTSIDE SERVICE AS A DIRECTOR, OFFICER OR GENERAL PARTNER

OWNERSHIP OF AN OUTSIDE BUSINESS

FIDUCIARY APPOINTMENTS

PERSONAL INVESTMENT DECISIONS

DEALING WITH FAMILY AND CLOSE PERSONAL FRIENDS

CORPORATE OPPORTUNITIES

KEY PRINCIPLE:

AVOIDING CONFLICTS

OVERVIEW

The way we conduct our daily business dealings with clients, suppliers, vendors and competitors determines our reputation in the marketplace far more than any other actions we take. Each one of us contributes to BNY Mellon’s reputation. You’re expected always to act in a way that reflects our commitment to integrity and responsible business behavior.

A conflict of interest is any situation where your interests and the company’s interests or the interests of our clients are, or could appear to be, in opposition. When you’re in such a situation, it may be difficult to objectively fulfill your job duties and your loyalty to the company or to our clients and may be compromised — or appear to be compromised. Every business decision you make should be in the best interests of the company and our clients and not for your own personal gain or benefit. So you may not engage in any activity that creates, or even appears to create, a conflict of interest between you and BNY Mellon or its clients. You should not take any business action, including any loan or guarantee, for your personal benefit, or to benefit a relative, a spouse or other romantic partner, or a close friend at the expense of the company’s or a client’s best interests. If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office.

If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office. You’re expected to cooperate fully with all efforts to resolve any such conflict. The routine activities on the following pages can give rise to an actual or perceived conflict of interest.

(Reference: Business Conflicts of Interest)

Even if the conflict does not create an improper action, the appearance of a conflict of interest can be equally damaging to our reputation.

Q & A

Q: My line of business is considering asking a local vendor that we use from time to time to donate small gifts to a local charity. Since we’re not getting anything of value, can we assume this is allowable?

A: No. This is inappropriate. Asking vendors or suppliers to donate gifts, even if nominal in amount and for a charitable purpose, gives the impression that they must honor our request to continue doing business with the company.

GIFTS AND ENTERTAINMENT

Our clients, suppliers and vendors are vital to BNY Mellon’s success. That’s why it’s imperative that these relationships remain objective, fair, transparent and free from conflicts. While business gifts and entertainment can be important to building goodwill, they can also affect the relationship if your ability to exercise sound business judgment becomes blurred. To prevent misunderstandings, it’s recommended that, at the beginning of the business relationship, you discuss with your clients, suppliers and vendors what is permissible under our Code.

Fundamentally, interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated accordingly. The inappropriate giving or receiving of gifts and entertainment can erode the distinction between a business and a personal relationship. An appropriate benchmark is whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage BNY Mellon’s reputation.

If your judgment begins to be influenced inappropriately by a close relationship with a client, supplier or vendor, then you have crossed the line and you should remove yourself from that relationship.

The basic principle is that no gift or entertainment may be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment. Gifts and entertainment should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, corporate tickets, company sponsored events, food, drink, and any similar items.

In addition to the rules noted on the next page that apply across the company, certain lines of business may have more restrictive rules and requirements. You are expected to know and follow the more rigorous standards that may apply to your job or your location.

The following are NOT allowed, regardless of the value:

– Accepting or giving anything as a “quid pro quo”, that is for doing something in return for the gift or entertainment,

– Accepting or giving cash or cash equivalents (e.g., checks, cash convertible gift certificates or cards, securities and loans),

– Accepting or giving a gift or entertainment that violates any law or regulation or brings harm to BNY Mellon’s reputation,

– Accepting or giving anything that could be viewed as a bribe, payoff or improper influence,

– Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification,

– Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business,

– Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier,

– Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices,

– Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services,

– Participating in any action that would cause the other person to violate their own company’s standards for gifts and entertainment, and

– Providing gifts or entertainment to an existing or prospective client, supplier or vendor not recorded properly in the company books and records

Q & A

Q: I am vacationing in the Caribbean and my client has a home on the island that I’m visiting. She’s been asking me to stay in her home. I’ll make sure we discuss business and I may even be able to get some business referrals from her friends. There won’t be any expense to BNY Mellon. Can I stay in the client’s home?

A: No. Staying in a client’s home is inappropriate. Your client is a business associate, not a personal friend. This type of entertainment could be viewed as improper and could bring harm to the company’s reputation if disclosed to the public. The fact that the company is not paying for any expenses is not relevant. You should thank the client for the kind suggestion, explain our policy and politely decline the offer.

Q & A

Q: I’m worried about the impression my office is giving to the community. We host what I consider to be lavish parties for prospective clients and some people seem to be constantly “entertaining” clients. Should I be worried?

A: It depends. It could be that your colleagues are engaging in legitimate business entertainment. It’s possible that the entertainment complies with the Code of Conduct and company policies, and you may not have all the facts. You should talk to your manager or the next level of management about your concern. If you’re uncomfortable doing this or you get an unsatisfactory answer, contact the Ethics Help Line or the Ethics Hot Line to report your concern doing business with the company.

The following require express pre-approval or reporting via CODE RAP before you proceed. Approval is required whether you’re the recipient of the gift or entertainment, or you’re providing such to a client, vendor or supplier:

– Accepting a gift or bequest under a will or trust document of a client of BNY Mellon, regardless of the amount,

– Attending special, high-profile events, such as World Cup matches or Super Bowl games, regardless of the stated amount on the tickets,

– Giving or receiving any gift or entertainment that exceeds amounts permissible in company policy (entertainment includes meals, refreshments or other accommodations, but should only be considered business entertainment if given in connection with a legitimate business meeting), and

– Giving gifts or entertainment to any U.S. government employee/entity (U.S. or non-U.S.)

– The laws surrounding gifts or entertainment to government officials are complex, so you should ask your manager for assistance or contact the Anti- Corruption and Government Contracting Unit of Compliance with questions.

The following are usually acceptable, but you should raise questions if you’re in doubt:

– Gifts based upon obvious family or long-standing, personal relation- ships (such as those between you and your parents, children, spouse or a childhood friend), where the circumstances make it clear that those relationships are the motivating factor for the gift, rather than the business relationship,

– Gifts of a nominal value (under $200 U.S. or local equivalent), but only if the gift is given in connection with a commonly recognized event or occasion (e.g., holiday, job event such as a promotion or retirement, life event such as a wedding, or a business event such as a conference, sports or cultural event). Even in these situations, you must report the gift or entertainment to your direct manager,

– Promotional items of a nominal value, such as pens, calendars, paperweights,

– Items with little intrinsic value, such as plaques, certificates and trophies recognizing service and accomplishments for civic, charitable, educational or religious organizations,

– Discounts or rebates on merchandise or services that do not exceed those available to the general public or available to you as an employee of the company, and

– Loans from other financial institutions, so long as they are on customary terms for legally permissible purposes.

If you receive a gift not in compliance with these requirements, you must immediately return the gift to the sender. If appropriate, you should send a letter explaining the company’s policy or your business line’s policies.

(Reference: Gifts, Entertainment and Other Expenses to Commercial Clients, Suppliers or Vendors Policy and Anti-Corruption Policy)

OUTSIDE EMPLOYMENT AND BUSINESS DEALINGS

Certain types of outside employment or business dealings may cause a conflict of interest or the appearance of a conflict. It’s your responsibility to recognize these situations. Any activity that diminishes your ability to perform your job duties objectively, benefits you at the expense of BNY Mellon, competes with any business or service provided by the company, or has the potential to damage our reputation will not be permitted.

Certain types of outside employment or business dealings may not be accepted while employed by BNY Mellon, including:

– Employment or association with companies or organizations that prepare, audit or certify statements or documents pertinent to the company’s business,

– Employment with clients, competitors, vendors or suppliers that you deal with in the normal course of your job duties, and

– Any business relationship with a client, prospect, supplier, vendor or agent of the company (other than normal consumer transactions conducted through ordinary retail sources).

Q & A

Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?

A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If you’re concerned, you may want to talk with your manager. In addition, you can always contact your Compliance Officer or the Ethics Office for guidance.

Certain types of outside employment and business dealings require approval from the company before acceptance. You must seek approval via CODE RAP. Depending upon your job duties or other regulatory requirements, your request may be denied or limits may be placed upon your activities. The following positions require approval:

– Employment involving the use of a professional license even if that license is not required for you to perform your current duties (e.g., FINRA, real estate, insurance, certified accountant and attorney),

– Employment involving providing tax advice or tax return preparation,

– Any type of employment in the financial services industry,

– Employment that could compete with the company or divert business opportunities in any way,

– Any position that is similar in nature to your present job duties and involves a “knowledge transfer ” to the other organization,

– Jobs that adversely affect the quality of your work, distract your attention from your job duties or otherwise influence your judgment when acting on behalf of the company,

– Employment of any kind that would negatively impact the company’s financial or professional reputation, and

– Serving as an expert witness, industry arbitrator or other similar litigation support that is unrelated to BNY Mellon, as these activities generally take a significant amount of time and have the potential to create conflicts of interest (e.g., taking a position that is contrary to company policies or procedures or otherwise conflicts with the interests of our clients).

Even if your outside employment is approved or permissible under the Code, you may not solicit employees, clients, vendors or suppliers, nor may you utilize the company’s name, time, property, supplies or equipment. All approvals granted for outside employment expire after one year. Annual re-approval via CODE RAP is required since facts and circumstances may change.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)

OUTSIDE SERVICE AS A DIRECTOR, TRUSTEE, OFFICER, INVESTMENT COMMITTEE MEMBER, PARTNER OR BUSINESS OWNER OF A FOR-PROFIT BUSINESS OR A NOT-FOR-PROFIT ORGANIZATION

You must obtain prior approval from the Ethics Office through CODE RAP if you wish to serve as a Director, Trustee, Officer, Partner or Business Owner of any for-profit business OR for certain not-for-profit (NFP) organizations if any of the following conditions exist:

– There is an existing or proposed client, business or financial relationship between the NFP organization and BNY Mellon, including receiving charitable contributions, grants or foundation money from BNY Mellon.

– The NFP organization is a trade or industry organization (e.g., Financial Industry Regulatory Authority or the Chartered Financial Analyst Institute).

– You receive any type of direct or indirect compensation (e.g., cash, securities, goods, services, tax benefit, etc.).

– You have been asked by BNY Mellon to serve the NFP organization.

– The organization/entity is any type of government agency or your position/ role is considered to be a public official (whether elected or appointed).

Additionally, you must obtain prior approval from the Ethics Office through CODE RAP to serve as a member of an Investment Committee that makes or oversees decisions or recommendations with respect to investing the assets of a for-profit or a not-for-profit organization.

You may not serve until you have full approval from BNY Mellon as required by policy and documented in CODE RAP. If you are compensated, you may be required to surrender the compensation if there is a potential conflict of interest or you’re serving the outside entity on behalf of BNY Mellon. Annual re-approval via CODE RAP is required as facts and circumstances may change, so you may not be given permission to serve every year.

Even if the service does not require approval, you must notify BNY Mellon of any anticipated negative publicity, and you must follow these guidelines while you serve:

– Never attempt to influence or take part in votes or decisions that may lead to the use of BNY Mellon or its affiliates’ products, services or other types of benefit to the company; the entity’s records must reflect that you recused yourself from such a vote or discussion.

– You must ensure the entity conducts its affairs lawfully, ethically, and in accordance with prudent management and financial practices. If you cannot, then you must resign.

– You cannot divulge any confidential or proprietary information

– If you learn of any Material Non Public Information (MNPI) you must contact the Control Room or your local Compliance Officer to report each instance

(Reference: Accepting Compensation When Serving as a Board Member or Senior Officer of an Outside Entity)

Q & A

Q: I’ve been asked to sit on the board of a local non-profit group. They use our Wealth Management group to manage their charitable giving program. I don’t have any business dealings with the non-profit group and don’t work in Wealth Management. Do I have to report this?

A: Yes. The non-profit entity is a client of BNY Mellon. It does not matter which line of business has the client relationship, or whether or not you have any business dealings with the group. You must submit a CODE RAP form and receive approval before you agree to serve.

OWNERSHIP OF AN OUTSIDE BUSINESS

If you own a business (either as a sole proprietor or partial owner), you must seek approval for this ownership via CODE RAP. You’ll be required to provide pertinent details, such as any relationship with BNY Mellon (including employees), any compensation/ payment received, time required and potential conflicts of interest (actual or in appearance). Annual re-approval via CODE RAP is required as facts and circumstances may change.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)

FIDUCIARY APPOINTMENTS

Fiduciary appointments are those where you act as a trustee, executor, administrator, guardian, assignee, receiver, custodian under a uniform gifts to minors act, investment adviser, or any capacity in which you possess investment discretion on behalf of another or any other similar capacity. In general, you’re strongly discouraged from serving as a fiduciary unless you’re doing so for a family member. All requests to serve as a fiduciary, with the exception of serving for a family member who is not a BNY Mellon client, require approval through CODE RAP.

If there is a client relationship, there may be restrictions or controls placed on your service, or you may be denied the ability to serve in such a fiduciary capacity.

In all situations where you’re acting as a fiduciary, you must follow these guidelines:

– Do not represent that you’re performing the same professional services that are performed by a bank, or that you have access to such services,

– Do not accept a fee for acting as a co-fiduciary with a bank, unless you receive approval from the board of directors of that bank, and

– Do not permit your appointment to interfere with the time and attention you devote to your BNY Mellon job duties.

PERSONAL INVESTMENT DECISIONS

Your personal investments, and those of certain family members, could lead to conflicts of interest. Therefore, you’re required to comply with the company’s Personal Securities Trading Policy, including adhering to the restrictions placed on trading in BNY Mellon securities and a strict prohibition against insider trading.

Certain employees will have additional restrictions placed on their personal investments that may include reporting and pre-clearing various types of securities transactions. You must be familiar with the responsibilities that apply to your job and you’ll be expected to follow those rules.

In addition, if you have (or anyone who reports to you has) responsibility for a client, supplier or vendor relationship as part of your job duties, you must be cautious about potential investments in that business or its securities, particularly for privately held or thinly traded public companies and ensure your full compliance with the Personal Securities Trading Policy.

DEALINGS WITH FAMILY AND CLOSE PERSONAL FRIENDS

You should be particularly sensitive to business situations involving family members, household members or close personal friends. In general, a family member or close personal friend should not have any business dealings with you or with anyone who reports to you. This principle also applies to situations where your family members or close personal friends provide an indirect service to a client for whom you have responsibility, as well as to situations in which your family member or close personal friend is affiliated with a vendor of BNY Mellon, or a competitor to BNY Mellon.

You must disclose any such situation to your manager and your Compliance Officer and cooperate with all efforts to resolve such conflicts.

(Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’ Household)



Q & A

Q:A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?

A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If you’re concerned, you may want to talk with your manager. In addition, you can always contact your Compliance Officer or the Ethics Office for guidance.




Q & A

Q: My son works for a consulting company that BNY Mellon routinely hires for software development. My job does not require that I interact with him and I have no influence or input over the decision to hire the consulting company. Is this okay?

A: It doesn’t appear that there are any conflicts of interest with your son working for the consulting company and your job at BNY Mellon. To be certain, discuss this matter with your manager or your Compliance Officer, so that you can be sure there are no conflicts with this situation.


	CORPORATE OPPORTUNITIES

	You owe a duty to BNY Mellon to advance its legitimate business interests when the opportunity arises. You and your family members are prohibited from personally benefiting from opportunities discovered through the use of company property or information that you directly or indirectly obtained through your position at BNY Mellon. Your actions must not compete in any way with businesses the company engages in, and you may neither ask for, nor accept, a business opportunity that may belong to BNY Mellon or could appear to belong to it. You may not give legal, tax or other professional advice to clients, prospects, vendors or suppliers of the company. You may not give investment advice to clients, prospects, vendors or suppliers of the company, unless this activity is part of your regular job responsibilities. You must also be cautious if clients, prospects, suppliers or other employees seek your guidance or your recommendation of a third party professional who provides these services, such as an attorney, accountant, insurance broker, stock broker, or real estate agent.
All transactions with your clients, suppliers or vendors must be handled strictly on an “arm’s-length basis”, meaning that the terms of all transactions must not even suggest the appearance of a personal advantage


	If you make such a recommendation, you must follow these requirements:

	–	Provide several candidates and ensure you show no favoritism toward any of them

	–	Disclose in writing that the recommendations are in no way sponsored or endorsed by the company

	–	Do not accept any fee (now or in the future), nor may you expect any direct or indirect benefit (e.g., more business from a better relationship) from the recommendation

CONDUCTING BUSINESS

FAIR COMPETITION AND ANTI-TRUST

ANTI-CORRUPTION AND IMPROPER PAYMENTS

COMBATING FINANCIAL CRIME AND MONEY LAUNDERING

KEY PRINCIPLE:
CONDUCTING BUSINESS

FAIR COMPETITION AND ANTI-TRUST

BNY Mellon is committed to fair dealing with our clients, suppliers, competitors and employees. The company is also committed to open competition as we believe this benefits our clients, the company and the community at large. We compete vigorously but only in full compliance with the laws and regulations of the numerous jurisdictions in which we do business, and in the spirit of honesty and integrity.

All BNY Mellon entities must comply with the various “fair competition” and “fair dealing” laws that exist in many countries and “anti-trust” laws in the U.S. The general purpose of these laws is to protect the markets from anti-competitive activities. Some examples of such anti-competitive activities are those that involve entering into formal or informal agreements, whether written or oral, with competitors regarding:

–	Fixing prices or terms, or any information that impacts prices or terms,

–	Allocating markets, sales territories or clients, including sharing marketing plans or strategic documents,

–	Boycotting or refusing to deal with certain suppliers, vendors or clients (unless required by a law or governing body, such as the Office of Foreign Assets Control), and

–	Making the use of a product or service from a supplier or vendor conditional upon their use of our services or products.

The principles of fair dealing require us to deal fairly with our clients, suppliers, competitors and employees. Unfair advantage may not be taken through:

–	Manipulation,

–	Concealment,

–	Abuse of privileged information,

–	Misrepresentation of material facts, or

–	Any other unfair-dealing practices.



Q & A

Q: A close friend works for a competitor of BNY Mellon. We sometimes talk about the challenges we have in marketing certain products and bounce ideas off one another. Is this a problem?

A: Yes. You’re discussing confidential information that belongs to the company. You may also be violating anti-trust or anti-competitive laws. Do not talk about these types of matters with your friend, family members or anyone outside of the company.

The competition and anti-trust laws are many and complex, so if you have any question as to whether a particular activity is legal or in compliance with the spirit of these laws, you should contact a member of the Legal department. The following points reinforce the significance and complexity of these laws:

– The laws can vary within the same country or organization. For example, several states within the

– U.S. have fair competition laws, in addition to the federal anti-trust laws. Likewise, within the EU, individual countries may have laws that apply in addition to EU laws,

– The laws of certain countries may apply to conduct that takes place outside of that country (e.g., the U.S. and EU),

– Violations of these laws typically carry harsh penalties. Most permit significant monetary penalties for both the company and the individual employee, and some permit convicted individuals to be imprisoned,

– Meetings at professional gatherings, trade associations or conferences are particularly vulnerable to potential violations. If you’re involved in any discussion with a competitor that begins to suggest anti-competitive or anti-trust activity, or gives the appearance of this kind of activity, you must inform the competitor that the discussion must cease. If it does not, you must remove yourself from the group. Immediately report the incident to the Legal department to protect both you and the company, and

– Many countries’ competition laws have provisions that make it illegal to monopolize or to abuse a dominant position in a market. You should check with the Legal department if you’re a senior manager of a business and have concern about these issues.

Complying with fair competition and anti-trust laws also means that you may not use information or materials that belong to our competitors. This includes using information that a former employee of a competitor may bring with them to BNY Mellon. We succeed in the marketplace based on our own merits and do not engage in corporate “espionage” or unethical means to gain advantage on the competition. You’re expected to comply fully with the letter and the spirit of all fair competition and anti-trust laws

ANTI-CORRUPTION AND IMPROPER PAYMENTS

Most countries in which we do business have laws that prohibit bribes to governments, their officials and commercial (non-government) clients. The term “officials” can be applied broadly to include officials of political parties, political candidates, employees of governments and employees of government-owned businesses. BNY Mellon employees are subject to the Foreign Corrupt Practices Act and the UK Bribery Act. You must comply with these laws regardless of the line of business in which you work or your country of residence.

Any attempt to pay or offer money or anything of value to influence the actions or decisions of such officials may result in a violation of the above-referenced laws. Violation of these laws is a serious offense which can lead to significant penalties for the company and for you individually. You’re required to comply fully with the Company’s Anti-Corruption Policy and adhere to all associated rules including the following:

– Do not offer or give anything of value (including gifts, meals, entertainment or other benefits) to a U.S. or non-U.S. “official” to obtain or retain business or secure any improper advantage.

Note in particular that “things of value” may include jobs or internships or offers thereof. Company Policies require that any and all candidates for employment (whether permanent, limited duration or as an intern) proceed through the formal HR recruiting process. You must not engage in informal recruiting, hiring or hiring discussions outside of the formal HR recruiting process. In addition, “things of value” may also include consulting, contractor or temporary work assignments at BNY Mellon, whether or not a third party employment staffing agency is involved. You must adhere to all internal controls applicable to such arrangements.

– Do not agree to hire or exert any influence in the hiring of any client or potential client or any relative or other person in whom the client or potential client may be interested,

– Do not accept or present anything if it obligates you, or appears to obligate you and ensure that all hospitality, entertainment and gifts are in accordance with applicable corporate policies and preceded by all required internal approvals,

– Do not attempt to avoid laws by making payments through third parties: be cautious when selecting or dealing with agents or other third-party providers,

– Never make any payment that you do not record on company books and records, or make misleading accounting entries,

– Seek guidance when circumstances are unclear or you’re asked to make or approve a payment or take any other action that makes you uncomfortable, and

– Report any observations of others engaging in any behavior that you believe is improper.

Q & A

Q: A longtime client started a new company that purchases medical equipment for a facility in the Middle East. The payments are made via wire transfers from an account of another company she owns in the Cayman Islands. The bank account of the Cayman Island company is located in a European country. Should I be concerned?

A: Yes. Transferring funds to or from countries unrelated to the transaction, or transfers that are complex or illogical is a significant red flag. You’re obligated to file an Incident Report no later than 72 hours from the time you identify the activity as suspicious.

COMBATING FINANCIAL CRIME AND MONEY LAUNDERING

Money laundering is the process by which individuals or entities attempt to conceal unlawful funds or other- wise make the source of the funds appear legitimate. As a member of the financial services community, you have a special obligation to support law enforcement throughout the world to combat various types of financial crime, such as attempts to launder money for criminal activity and finance terrorist operations. You’re expected to comply fully with all anti-money laundering laws and only conduct business with reputable clients involved in legitimate business activities that use funds derived from lawful purposes.

It is critical to the health of the company that every employee adheres to the company’s strict “know-your-customer” policies. In addition to our global policies, individual lines of business have detailed policies and procedures that address unique requirements and circumstances. You’re expected to know those procedures and follow them. Ask your manager for guidance. Knowing your customer means following established customer identification protocols for your business line, validating that the individual or entity, and the source of their funds, is legitimate.

Failing to detect suspicious transactions or doing business with any person or entity involved in criminal or terrorist activities puts the company and you at serious risk. Accordingly, the company will not tolerate any circumstance where an individual or business unit circumvents anti-money laundering policies or procedures or fails to report suspicious activity. No amount of revenue and no client relationship are worth the risk of doing business with those involved in criminal or terrorist activity. If you suspect or detect any suspicious activity, you must file an Incident Report as soon as possible, and no later than 72 hours after detection. No manager or executive has the authority to suppress such reports.

(References: Global Anti-Money Laundering/Know-Your-Customer Policy;Tax Evasion Prevention Policy; Anti-Money Laundering Training Policy; Policy on Identifying, Investigating, and Reporting Fraud, Money Laundering etc.)

WORKING WITH GOVERNMENTS

YOUR OBLIGATIONS

BASIC PRINCIPLES

KEY PRINCIPLE:

WORKING WITH GOVERNMENTS

YOUR OBLIGATIONS

BNY Mellon conducts business with national and local governments and with government-owned entities. While you must always follow the standard of Doing What’s Right with any client, you should be aware that there are special rules when doing business with a government. Some practices that are acceptable when a private company is your client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of law, when working with governments.

If you’re involved in any part of the process of providing services to a government entity, you have a special obligation to follow the basic principles in this section of the Code. These principles also apply in circumstances where you may be supervising the work of third parties in support of a government client (e.g., consultants, contractors, temporary workers or suppliers).

If you’re a manager or recruiter who has responsibility for hiring decisions, you may have additional, unique requirements. For example, certain jurisdictions, such as the U.S., have laws concerning employment discussions and the hiring of former government officials and their family members or lobbyists. Check with your local Human Resources representative or the Legal department in such circumstances to be sure you’re following requirements of the law.

Q & A

Q: I have clients in a country where some businesses have been “nationalized” and are now owned and run by the state. Are the people I deal with in these circumstances considered to be officials of the government?

A: You should assume the answer is yes. The laws can be complicated, so contact the Legal department for guidance.

Q & A

Q: I’m hosting a dinner for a few of the larger clients in my region. One of the clients I was going to invite is the representative for the account we manage for the State of New Jersey. Do I have to notify anyone?

A: Yes. You may not proceed until you’ve received approval via CODE RAP from the Anti-Corruption and Government Contracting Unit of Compliance.

BASIC PRINCIPLES

– Know the restrictions or limitations on presenting and receiving hospitality.

Do not offer or accept gifts to or from representatives of governments that do not comply with company policies,

Never accept or offer anything of value meant to induce or influence government employees or officials as this gives the appearance of a bribe, and

Don’t “tip” government officials or offer “inducement” payments.

Do not accept or present anything if it obligates you, or appears to obligate you.

– Observe a “higher standard of care.”

Never destroy or steal government property,

Don’t make false or fictitious statements, or represent that agreements have been met if they haven’t,

Don’t deviate from contract requirements without prior approval from the government, and

Never issue invoices or charges that are inaccurate, incorrect or unauthorized.

– Cooperate with government investigations and audits.

Don’t avoid, contravene or otherwise interfere with any government investigation or audit, and

Don’t destroy or alter any company documents (whether electronic or paper) in anticipation of a request for those documents from the government.

It’s important to note that in addition to the basic principles above, if your client is a U.S. federal, state or local government, there are very specific legal requirements and company policies that you must follow.

These obligations apply to all businesses that deal with U.S. federal, state or local entities or officials, regardless of the location or the line of business providing the service, even in locations outside the U.S.

(References: Doing Business with the Government; Government Contracts; Gifts, Entertainment and Payments to Governments)

PROTECTING COMPANY ASSETS

FINANCIAL INTEGRITY

ADDITIONAL STANDARDS FOR SENIOR FINANCIAL PROFESSIONALS USE OF COMPANY ASSETS

PROTECTING CLIENT AND EMPLOYEE RECORDS AND OBSERVING OUR PRIVACY PRINCIPLES

RECORDS MANAGEMENT

USE OF COMPUTERS, SYSTEMS AND CORPORATE INFORMATION INSIDE OR PROPRIETARY INFORMATION

KEY PRINCIPLE:

PROTECTING COMPANY ASSETS

FINANCIAL INTEGRITY

BNY Mellon is committed to keeping honest, accurate and transparent books and records. You’re expected to follow established accounting and record-keeping rules, and to measure and report financial performance honestly. Investors count on us to provide accurate information so they can make decisions about our company. All business records must be clear, truthful and accurate, and follow generally accepted accounting principles and laws.

You may not have any secret agreement or side arrangements with anyone

— a client, another employee or their family member, or a supplier, vendor or agent of the company.

The financial condition of the company reflects records and accounting entries supported by virtually every employee. Business books and records also include documents many employees create, such as expense diaries and time sheets.

Falsifying any document can impact the financial condition of the company. As a public company, BNY Mellon is required to file reports with government agencies and make certain public statements. Many people and entities use these statements, including:

– Accountants — to calculate taxes and other government fees,

– Investors — to make decisions about buying or selling our securities, and

– Regulatory agencies — to monitor and enforce our compliance with government regulations.

You’re expected to maintain accurate and complete records at all times. Financial integrity is fundamental to our success, and falsification, back-dating, or misrepresentation of any company books, records or reports will not be tolerated.

Q & A

Q: I think a co-worker is submitting reports that indicate she worked overtime that she did not actually work. I don’t want to get anyone in trouble, so what should I do?

A: Reporting hours not worked is a form of theft. This is a serious issue and may be a violation of law. You must report your concern to your manager or Human Resources. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern

ADDITIONAL STANDARDS FOR SENIOR FINANCIAL PROFESSIONALS

If you’re responsible for the accuracy of the company’s financial filings with regulators, you have a higher duty to ensure your behavior fol-lows the most stringent standards of personal and professional conduct. This includes the Chief Executive Officer, President, Chief Financial Officer, Company Controller, and such other individuals as determined by the General Counsel. Individuals in this group must adhere to the following additional standards:

– Disclose to the General Counsel and Chief Compliance and Ethics Officer any material transaction or relationship that could reasonably be expected to be a conflict of interest,

– Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information in filings and submissions to the US Securities and Exchange Commission and other regulatory bodies,

– Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be compromised,

– Never mislead or improperly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent review of the company’s system of internal controls, financial statements or accounting books and records, and

– Promptly report any possible violation of the company’s Code of Conduct to the General Counsel and Chief Compliance and Ethics Officer.

USE OF COMPANY ASSETS

Company assets include, but are not limited to, company funds, equipment, facilities, supplies, postal and electronic mail, and any type of company-owned information. It also includes your time and the time of those with whom you work — you’re expected to use your time at work responsibly. Company assets are to be used for legitimate business purposes and not for your personal gain. You’re expected to use good judgment to ensure that assets are not misused or wasted.

The company’s name and brand is a vital asset. To ensure that we maintain the integrity and value of the brand, it is imperative to adhere to the brand guidelines when using the name, logo or any reference to the brand. Details about the brand and brand guidelines are listed at the Brand Center site on MySource.

In addition to keeping within brand guidelines to ensure that the name and brand are used appropriately, the following is another important principle to protect these assets. You should not imply, directly or indirectly, any company sponsorship, unless you have prior and proper approval. This includes refraining from using the company’s name to endorse a client, supplier, vendor or any third party without the approval of Corporate Marketing. You may not proceed with any such use of the company’s name or endorsement without first receiving approval through CODE RAP.

(Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

Careless, wasteful, inefficient or inappropriate use of any company assets is irresponsible and inconsistent with our Code of Conduct. Any type of theft, fraud or embezzlement will not be tolerated.

PROTECTING CLIENT AND EMPLOYEE RECORDS AND OBSERVING OUR PRIVACY PRINCIPLES The company is responsible for ensuring the privacy, confidentiality and controlled access to all client and employee information. This includes personal information related to prospective clients and job candidates. All of our stakeholders expect us to collect, maintain, use, disseminate and dispose of information only as necessary to carry out responsibilities or as authorized by law. Nearly every employee in the company has access to private information, so you’re expected to adhere to the following key principles concerning privacy: – Collection of client and employee information must be controlled. This means that the collection of such information must be permitted under law and only for a legitimate business purpose. Accessing external accounts for clients using client passwords is not permitted under any circumstances, regardless of whether it is authorized and provided by the client. – Storage and transport of all forms of collected client and employee information must be controlled and safeguarded. This means that information collected must be maintained in a secured environment, transported by approved vendors and access provided only to those who need to view the information to perform their job duties. – Use of client and employee information must be controlled. If the law or company policy provides that the client or employee be given a right to “opt-out” of certain uses of information, then you must respect that right. – Disposal of client and employee information must be controlled. You should only retain information for the time period necessary to deliver the service or product and in compliance with applicable retention periods. When it’s necessary to dispose of information (regardless of the media on which the information is stored) you must do so in a manner appropriate to the sensitivity of the information. – Any compromise of client or employee information must be reported. If you’re aware of or suspect that client or employee information has been lost, stolen, missing, misplaced or misdirected, or that there’s been unauthorized access to information, you must immediately report the matter through the company’s incident reporting process. Know how to protect records and make sure to follow company policies at all times. The loss of any protected data can be extremely harmful to the company financially and damage our reputation. (Reference: Information Privacy Policy, Corporate Information Protection Policy)


Q & A Q: As part of my group’s job duties, we’re able to view the accounts of wealthy clients. I overheard one of my colleagues talking to his brother on the phone about the balance in a client’s account that happens to be a very prominent sports figure. I don’t think this is right, but what should I do? A: You’re correct in being concerned. Your colleague had no right to disclose personal information about a client to anyone who has no legitimate business need for the information. File an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

GLOBAL RECORDS MANAGEMENT PROGRAM

You must follow company and local policies for retention, management and destruction of records. If there’s an investigation, or if litigation is pending or anticipated, certain records may need to be retained beyond established destruction periods. In most cases you’ll be notified of the need to retain documents by the Legal department, if appropriate.

Records should be defined in the broadest sense — meaning that they include any information created or received that has been recorded on any medium or captured in reproducible form. Records also include any document that is intentionally retained and managed as final evidence of a business unit’s activities, events or transactions, or for operational, legal, regulatory or historical purposes.

The media and formats of records take many forms, including:

– Papers, e-mails, instant messages, other electronically maintained documents,

– Microfilms, photographs and reproductions,

– Voice, text and audio tapes,

– Magnetic tapes, floppy and hard disks, optical disks and drawings, and

– Any other media, regardless of physical form or characteristics that have been made or received in the transaction of business activities.

(Reference: Records Management Program)

USE OF COMPUTERS, SYSTEMS AND CORPORATE INFORMATION

As an employee, you have access to the company’s computers, systems and corporate information to do your job. This access means you also have the obligation to use these systems responsibly and follow company policies to protect information and systems.

Electronic systems include, but are not limited to:

– Personal computers (including e-mail and instant messages) and computer networks,

– Telephones, cell phones, voice mail, pagers and fax machines, and

– Other communications devices, such as PDAs (e.g. Blackberry, iPad, etc.)

Never send sensitive or confidential data over the Internet or over phone systems without following established company policies to protect such information.

You should have no expectation of privacy when you use these systems, except as otherwise provided by applicable law. You’re given access to the company’s systems to conduct legitimate company business and you’re expected to use them in a professional and responsible manner. The company reserves the right to intercept, monitor and record your communication on these systems in accordance with applicable law.

You’re expected to protect the security of these systems and follow company policies concerning access and proper use (such as maintaining passwords). In rare cases, where there is a necessary and legitimate business reason, you may disclose your password to another employee who has the right to access the information associated with your password; however, you must file a CODE RAP report immediately and observe all necessary steps to restore

the confidentiality of your password. Also, the occasional use of company systems for personal purposes is acceptable, but you’re expected to use good judgment and comply with company policies. Keep personal use to a minimum and use company systems wisely and in a manner that would not damage the company’s reputation.

You’re permitted to use the company’s systems if you follow these rules:

– Messages you create should be professional and appropriate for business communication, including those created via e-mail or instant messaging.

– Never engage in communication that may be considered offensive, derogatory, obscene, vulgar, harassing or threatening (e.g., inappropriate jokes, sexual comments or images, comments that may offend, including those based upon gender, race, age, religious belief, sexual orientation, gender identity, disability or any other basis defined by law).

– Do not distribute copyrighted or licensed materials improperly.

– Do not transmit chain letters, advertisements or solicitations (unless they’re specifically authorized by the company).

– Never view or download inappropriate materials.

Notwithstanding the above, employees in Luxembourg are prohibited from using the company’s corporate email for non-employment and non-business related purposes.

(References: Electronic Mail Policy; Corporate Information Protection Policy)

Q & A

Q: My co-worker sometimes sends sensitive client data via the Internet to a vendor we use to help solve problems. I’m concerned because I don’t think this information is protected properly. He says it’s okay because the vendor is authorized to receive the data and the problems that need to be resolved are time-sensitive. Should I be worried?

A: Yes. This is a serious matter, and you must talk to your manager immediately. Your co-worker could be putting clients and BNY Mellon at great risk. If you don’t raise your concern, you may be as responsible as your co-worker for violating company policies. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

INSIDE OR PROPRIETARY INFORMATION

Q & A

Q: I discovered that an investor in one of our funds has requested to withdraw a significant amount of money from the fund. I manage a client’s money and he has an investment in the same fund. To protect my client’s interest, I want to pull his money out of the fund because its performance will likely drop. Even though the withdrawal is not yet known by the public, is this okay because I have a fiduciary duty to my client and I’m not benefiting personally by trading on behalf of my client?

A: No. You’re in possession of material non- public information and you may not trade the securities of that fund. Your duty to comply with securities laws supersedes any duty you have to your client. You should immediately contact the Legal department to discuss this situation.

As an employee, you may have knowledge about the company’s businesses or possess confidential information about the private or business affairs of our existing, prospective or former clients, suppliers, vendors and employees. You should assume all such information is confidential and privileged and hold it in the strictest confidence. Confidential information includes all non-public information that may be of use to competitors, or harmful to the company or its clients, if disclosed.

It is never appropriate to use such information for personal gain or pass it on to anyone outside the company who is not expressly authorized to receive such information. Other employees who do not need the information to perform their job duties do not have a right to it. You’re expected to protect all such information and failure to do so will not be tolerated.

If you’re uncertain about whether you have inside or proprietary information, you should treat the information as if it were and check with your manager or a representative from the Legal department. The following list contains examples of “inside” or “proprietary” information.

Inside Information

Inside information is material non-public information relating to any company, including BNY Mellon, whose securities trade in a public market. Information is deemed to be material if a reasonable investor would likely consider it important when deciding to buy or sell securities of the company, or if the information would influence the market price of those securities.

If you’re in possession of material non-public information about BNY Mellon or any other company, you may not trade the securities of that company for yourself or for others, including clients. Nearly all countries and jurisdictions have strict securities laws that make you, the company and any person with whom you share the information, legally responsible for misusing inside information. The company’s Securities Firewalls Policy provides instructions on the proper handling of inside information and the company will not tolerate any violation of this policy. Certain employees have significant restrictions placed on their trading in BNY Mellon securities or the securities of other companies. You must know the restrictions relative to your job and follow company policies and applicable securities laws.

Proprietary Information

Proprietary information includes business plans, client lists (prospective and existing), marketing strategies, any method of doing business, product development plans, pricing plans, analytical models or methods, computer software and related documentation and source code, databases, inventions, ideas, and works of authorship. Any information, inventions, models, methods, ideas, software, works or materials that you create as part of your job responsibilities or on company time, or that you create using information or resources available to you because of your employment by the company, or that relate to the business of the company, belong to the company exclusively and are considered proprietary information.

Proprietary information also includes business contracts, invoices, statements of work, requests for investment or proposal, and other similar documents. Any information related to a client, supplier or vendor financial information (including internal assessments of such), or credit ratings or opinions is considered proprietary. You should also assume all information related to client trades, non-public portfolio holdings and research reports are proprietary. The same is true regarding reports or communications issued by internal auditors, external regulators or accountants, consultants or any other third-party agent or examiner.

Company-produced policies, procedures or other similar work materials are proprietary and, while they may be shared with other employees, they cannot be shared with anyone outside of the company without prior consent of the policy owner and legal counsel.

These restrictions on the communication of proprietary information notwithstanding, employees are permitted to communicate certain proprietary information to regulatory authorities as detailed in the sections Direct Communication with Government and Regulatory Authorities and Communication of Trade Secrets to Government and Regulatory Authorities above.

(References: Securities Firewalls, Personal Securities Trading Policy, Ownership and Protection of Intellectual Property)

Your obligation to protect inside or proprietary information extends beyond the period of your employment with the company. The information you use during your employment belongs to the company and you may not take or use this information after you leave the company.

SUPPORTING OUR COMMUNITIES

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way we interact with our communities and the public at large.

POLITICAL ACTIVITIES

INVESTOR AND MEDIA RELATIONS

CHARITABLE CONTRIBUTIONS AND CORPORATE SPONSORSHIP

PARTICIPATING IN TRADE ASSOCIATIONS, CONFERENCES AND SPEAKING ENGAGEMENTS

Q & A

Q: An outside attorney with whom I work from time to time on company business cannot attend an exclusive fundraiser for a high-level political candidate. He offered me his ticket. The event is to be held at a very wealthy person’s home in my community and this will be a great way to solicit business. The company is not paying for the ticket and the fundraiser will be on my own time. May I attend?

A: Only if you have the written approval of the Chief Executive Officer, the General Counsel and the Chief Compliance and Ethics Officer. Your attendance at this event is indirectly related to your job and may give the appearance that you’re acting as a representative of the company or that the company sponsors the political candidate. It does not matter that BNY Mellon did not purchase the event ticket or that you’re going on your own time. To the public, your attendance is connected to the company. So you may not go without obtaining proper authorization prior to the event.

KEY PRINCIPLE:

SUPPORTING OUR COMMUNITIES

POLITICAL ACTIVITIES

Personal Political Activity

BNY Mellon encourages you to keep informed of political issues and candidates and to take an active interest in political affairs. However, if you do participate in any political activity, you must follow these rules:

– Never act as a representative of the company unless you have written permission from the Chief Executive Officer, the General Counsel, and the Chief Compliance and Ethics Officer of the company.

– Your activities should be on your own time, with your own resources. You may not use company time, equipment, facilities, supplies, clerical support, advertising or any other company resources.

– You may not use company funds for any political activity, and you will not be reimbursed or compensated in any way for a political contribution.

– Your political activities may not affect your objectivity or ability to perform your job duties.

– You may not solicit the participation of employees, clients, suppliers, vendors or any other party with whom the company does business.

– You may be required to pre-clear personal political contributions made by you, and in some cases, your family members.

(Reference: Political Contributions Policy)

Lobbying

Lobbying is generally defined as any activity that attempts to influence the passage or defeat of legislation. Lobbying activities are broad and may cover certain “grass roots” activities where groups of people, such as company employees, are contacted to encourage them to call public officials for the purpose of influencing legislation. Lobbying is prevalent in the U.S. and is gaining influence within the EU and other locations.

If you are engaged in lobbying, there may be disclosure requirements and restrictions on certain activities. If your job duties include any of the following activities, you must contact Marketing & Corporate Affairs or the Legal department for guidance:

– Government contract sales or marketing

– Efforts to influence legislation or administrative actions, such as accompanying trade associations in meetings with government officials concerning legislation

– Meeting with legislators, regulators or their staffs regarding legislation

Lobbying does not include situations where a government agency is seeking public comment on proposed regulations.

(Reference: Procurement Lobbying)

Corporate Political Activities

The laws of many countries, including the U.S., set strict limits on political contributions made by corporations. Contributions are defined broadly to include any form of money, purchase of tickets, use of company personnel or facilities, or payment for services. BNY Mellon will make contributions only as permissible by law, such as those through company-approved political action committees.

INVESTOR AND MEDIA RELATIONS

Investor Relations

All contacts with institutional shareholders or securities analysts about the company must be made through the Investor Relations group of the Finance department. You must not hold informal or formal discussions with such individuals or groups, unless you are specifically authorized to do so. Even if you are authorized, you cannot provide special access or treatment to shareholders or analysts. All investors must have equal access to honest and accurate information.

Media Relations

Corporate Communications must approve all contacts with the media, including speeches, testimonials or other public statements made on behalf of the company or about its business. You may not respond to any request for interviews, comments or information from any television channel, radio station, newspaper, magazine or trade publication, either on or off the record, unless you have express authorization from Corporate Communications.

If you are contacted or interviewed about matters unrelated to your job or to the company, you may not identify BNY Mellon as your employer, and you may not make comments about BNY Mellon.

(Reference: Inquiries from the Media, Financial Analysts, and Securities Holders; Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

Q & A

Q: I have been asked to provide a statement about BNY Mellon’s experience with a vendor’s product that we use. The vendor wants to use my quote on their website or in other marketing materials. Is this okay?

A: It depends. Before agreeing to any such arrangement, you should contact Corporate Communications. BNY Mellon carefully protects its reputation by being highly selective in providing such endorsements. Do not proceed until you have the approval of your manager and Corporate Communications.

CHARITABLE CONTRIBUTIONS AND CORPORATE SPONSORSHIP

The company encourages you to take part in charitable, educational, fraternal or other civic affairs, as long as you follow these basic rules:

–

Your activities may not interfere or in any way conflict with your job duties or with company business.

–

You may not make any gifts or contributions to charities or other entities in the name of, or on behalf of, the company.

–

You may not imply the company’s sponsorship for or support of any outside event or organization without the approval of the most senior executive of your line of business.

–

You may not use your position for the purpose of soliciting business or contributions for any other entity.

–

You must be cautious in the use of company letterhead, facilities or even your business card so that there is no implied or presumed corporate support for non-company business.

From time to time the company may agree to sponsor certain charitable events. In these situations, it may be proper to use company letterhead, facilities or other resources (such as employees’ time or company funds). Ask your manager if you’re unclear whether or not the event in question is considered to be company sponsored.

(Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

PARTICIPATING IN TRADE ASSOCIATIONS, CONFERENCES AND SPEAKING ENGAGEMENTS

You may participate in trade association meetings and conferences. However, you must be mindful that these situations often include contact with competitors. You must follow the rules related to fair competition and anti-trust referenced in this Code and company policies.

In addition, meetings where a client, vendor or supplier pays for your attendance should be rare and only occur when it is legally allowed, in compliance with company policy and pre-approval has been obtained via CODE RAP.

If you perform public speaking or writing services on behalf of BNY Mellon, any form of compensation, accommodations or gift that you or any of your immediate family members receive must be reported through CODE RAP. Remember, any materials that you may use must not contain any confidential or proprietary information. The materials must be approved by the Legal Department and the appropriate level of management that has the topical subject matter expertise.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)

ADDITIONAL HELP

This section contains additional questions and answers about the requirements of our Code. Remember, ignorance or a lack of understanding is not an excuse for violating the Code. The company has established many resources to help deal with questions you may have regarding compliance with the Code. You’re expected to take advantage of these resources.

Q: A friend of mine is running for political office and I would like to help her out with her campaign. Can I do this?

A: Yes. Your personal support is your personal business. Just make sure that you do not use company assets, including company time or its name to advance the campaign. In addition, be aware that certain political contributions must be reported and/or per-cleared.

Q: I was leaving the office and a journalist asked me if I could answer a few questions. I told him no and left the car park, but I felt bad about not talking to him. Should I have answered his questions?

A: Not at that time. You did the right thing by saying no. You should contact Corporate Communications and tell them of the request. They will determine whether it will be all right for you to talk to the media. If you receive a future request, suggest the journalist contact Corporate Communications directly.

Q: I am running for the local school board and I want to use the office copier to make copies of my campaign flyer. Is that okay?

A: No. Company property and equipment may not be used for a political purpose without authorization from Marketing & Corporate Affairs. Running for any public office is considered to be a political purpose. Accepting any political appointment or running for office requires approval via CODE RAP.

Q: To thank a client of mine, I want to give him tickets to attend a local football match. He mentioned that his company does not permit this type of entertainment, but I know he would love to go to the match. If he doesn’t care about his own company’s policy, can I give him the tickets?

A: No. If you know that giving him the tickets will violate his own company’s policy, do not give the gift. Just as we want clients to respect our limits on gifts, we must do the same.

Q: One of the vendors we’re considering for an assignment offered to take me to a local golf course to play a round and have dinner. He wants to talk about his company’s proposal so that we can make a more informed decision. We’ll be talking about business, and there won’t be much money spent on a round of golf and a modest dinner. Is this okay?

A: No. You’re evaluating vendors to provide a service. It’s always inappropriate to receive or give entertainment when the company is in the middle of a selection process.

Q: One of my vendors offered to send me to a conference at no cost to BNY Mellon. Can I accept the invitation?

A: No. Accepting a free trip from a vendor is never permissible. If you’re interested in attending the conference, speak to your manager. Most costs associated with your attendance at the conference must be paid by your department. You’ll be required to file a CODE RAP form if your manager agrees it’s appropriate to attend the conference and you’re requesting permission to permit the vendor to pay for part of your conference attendance.

Q: We’re entitled to a large payment from a government client if we certify that we’ve met

all service level agreements on time. We’re not sure whether a few very minor items have been completed, but they’re not that important to the service. It’s close to the end of the quarter and we’d like to realize the payment. Is it okay to send the invoice and certify that the agreements have all been met now?

A: No. You cannot submit the invoice and certification until you’re certain that all requirements of the agreement have been met. Submission of an incorrect certification could subject the company, and you, to criminal penalties, so it is vitally important that any certification submitted to the government be completely accurate.

Q: A colleague called while on vacation requesting that I check her e-mail to see if she received an item she was expecting. She gave me her logon identification and password, requesting that I call her back with the information. Can I do this?

A: No. Passwords and other login credentials must be kept confidential and cannot be used by, or shared with, fellow employees. In rare instances when there is a business need that requires you to share your password, you’re required to file a CODE RAP form immediately afterward.

Q: I would like to take a part-time job working for my brother’s recycling business. His business has no relationship with the company and the work I’ll be doing for him is not at all similar to what I do in my job here at the company. Can I do this and do I have to file any forms?

A: Yes you may, as long as the time you spend there does not interfere with your job at the company and you don’t use any company equipment or supplies. You don’t need to file a CODE RAP form, since you’re not the sole proprietor or partial owner of the business. However, if you work in certain lines of business (such as a broker dealer), you may need to notify Compliance. Check with your manager or Compliance officer if you’re uncertain.

Q: I observed a colleague in our supply area filling up a box full of pens, paper and other items. I asked her what she was doing, and she told me that her son’s school was short on supplies, so she was trying to help out. She said our company can afford the supplies more than her son’s school and that it was the right thing to do. I am friendly with my colleague and I don’t want to get her in trouble. What should I do?

A: Your colleague is stealing from the company and you must file an Incident Report. The supplies purchased by our company are to be used for business needs only. Your colleague had no right to take these supplies for any purpose, even if it seems like a good cause.

REMEMBER

All BNY Mellon employees are expected to follow the Code of Conduct, even if they disagree with its contents.

If faced with a situation in which you’re unsure of the correct action to take, contact your manager, an Ethics Officer, Compliance Officer, Legal Representative or Human Resources Business Partner for help. There are many resources at your disposal to help you. Don’t hesitate to use them and Do What’s Right!

11/2019

Exhibit 99.(p)(vii)

CODE OF ETHICS

2021

INDEX OF UPDATES			3

1.	INTRODUCTION		6

	1.1	Application	6
	1.2	Scope	6
	1.3	Purpose	6
	1.4	Staff Obligations	6
	1.5	Violations	7
	1.6	Interpretation and Waiver	7
	1.7	Monitoring	7
	1.8	Material Changes	7

2.	ETHICAL PRINCIPLES		8

	2.1	Introduction	8
	2.2	Guiding Ethical Principles	8
	2.3	Resolving Ethical Issues	10

3.	CONFLICTS OF INTEREST		10

	3.1	Introduction	10
	3.2	Identification and Types of Conflict of Interest	10
	3.3	Duty to Disclose	11
	3.4	Outside Business Interests and Personal Associations	11

4.	PERSONAL ACCOUNT DEALING POLICY		15

	4.1	High Level Overview	15
	4.2	General Rule on Pa Dealing	15
	4.3	Application of Personal Account Dealing Policy	16
	4.4	Prohibited and Exempt Securities and Transactions	17
	4.5	Procedures for Obtaining Permission	18
	4.6	Practical Procedures To Be Followed In Special Circumstances	19
	4.7	Reporting Requirements	20
	4.8	Summary Table Of Security Types And Pre-clearance And Reporting Requirements	20

5.	INDUCEMENTS POLICY		22

	5.1	Guidelines	22
	5.2	Restrictions in Connection with the Sale of Package Products, I.e. OEICS	26
	5.3	Packaged Products Guidance on Reasonable Indirect Benefits	27
	5.4	FINRA Specific Requirements for Registered Persons of BGFS	28
	5.5	Specific Requirements for BGA(HK)	28

6.	ACKNOWLEDGEMENT AND CERTIFICATION		28

	6.1	Receipt and acknowledgement of the code	28
	6.2	Annual Report to Baillie Gifford Boards	29

CODE OF ETHICS

2021

Index of Updates

Date	Reason for change	Material Change	Regulatory Requirement
October 2017	Changes made to reflect MiFID II requirements. New requirements on Inducements relating to MiFID, equivalent third country or optional exemption business under FCA COBS 2.3A for firms which make personal recommendations to a retail client in the UK and, in particular, rules on inducements relating to the provision of investment services and ancillary services that the FCA will adopt under new FCA COBS 2.3A 5R. Chapter 5 updated with minor housekeeping changes throughout.	Yes	Yes
May 2018	4.5.1. Separate broker notification letter for BGFS representatives no longer required. 4.5.1. New paragraph added about broker confirmations. 4.8. Minor updates to description of unlisted investments in the summary table. Minor housekeeping changes throughout the policy to change all references to holdings reports to Code of Ethics Declarations.	No	No
August 2018	Minor updates to summary table in section 4.8 to include references to cryptocurrencies and structured deposits.	No	No
September 2018	Removal of references to Baillie Gifford Life Limited. This entity is no longer carrying out insurance business and has applied for the cancellation of all its regulatory permissions.	No	No
October 2018	New Guidance for partners and staff considering external appointments section added to the Conflicts of Interest chapter of the Code of Ethics Policy, plus a link to the guidance note. Not a material change as this is the publication of guidance and not a Code of Ethics Policy change. Summary table in section 4.8 updated to consolidate the two rows relating to exchange traded funds into one row.	No	No
November 2018	Housekeeping update to the PA dealing policy following changes to the workplace pension arrangements.	No	No
January 2019	Additional client requirement added to the list of clients with specific requirements link in section 5.1.15. Change of job title for Lindsay Gold from Head of Compliance to Compliance Director (Page 5). Reference to CFTC added in Section 6.0. Changes to ensure BGE is covered by the policy.	No No No No	No No Yes No
March 2019	Updates to summary table in section 4.8 to reflect the 3 security types added. Certificate of Deposit, Fixed Term Deposit and Fixed Term Bond.	No	No
April 2019	Changed Lindsay Gold’s title from Head of Compliance to Compliance Director and changed Monitoring, Ethics Conduct and Assurance team name to Monitoring and Ethics team.	No	No
July 2019	Update political contributions sections to confirm that pre-clearance can be obtained from US based Compliance Counsel and the Code of Ethics team, rather than the Compliance Director.	No	No
September 2019	Updates made to reference the new FCA Conduct Rules introduced under SMCR and make enhancements to the Outside Business Interests section.	Yes
September 2019	OBI section of the policy updates to include a new table of examples and a new streamlined process which consolidates the pre-existing Code of Ethics policy and the HR OBI and Employment Policy which has since been decommissioned.	Yes	No
September 2019	Whistleblowing Policy removed (now standalone), BGA(HK) semi-annual declaration process referenced and various housekeeping amendments.	No	No
March 2020	Additional conflict disclosure requirements for investment decision makers to reflect an increased industry focus in this area.	Yes	No
December 2020	Housekeeping changes to change ‘unlisted investments’ to ‘private companies’ and clarifying personal associations	No	No

CODE OF ETHICS

2021

January 2021

Alastair Maclean replaces Lindsay Gold, as Director, Group Compliance and Legal.

Yes

CODE OF ETHICS

2021

Letter from the Joint Senior Partner and Compliance and Legal Director

Dear Colleagues,

The Code of Ethics Policy is a very important area for us because our clients have put a great deal of trust in Baillie Gifford to manage their assets in their long-term interests. For us to respect that trust there are two things that we must focus on:

Firstly, making sure that we put clients’ interests at the heart of everything that we do; and

Secondly, making sure that we identify and manage any conflicts of interest between our interests and those of the client.

The compliance culture and ethics of a firm are vitally important to clients and regulators alike. Our clients refer to the Code of Ethics Policy as the “window on the culture of the firm”. They are interested in adherence with the policy and often ask for information on code violations as an indicator of the overall culture of the firm.

Regulators have also put ‘culture’ and ‘conduct’ at the centre of their agenda. Culture is regarded as the DNA of the business; shaping behaviours and ethics. At Baillie Gifford we have built our reputation by our conduct as individuals, acting with integrity and in the interests of our clients.

The Code of Ethics Policy sets out the processes, procedures and principles in this area and we ask you to give it your full attention. If you have any questions, please do not hesitate to contact a member of the Compliance Monitoring and Ethics team or email [email protected].

Thank you.

Andrew Telfer

Alastair Maclean

Joint Senior Partner of Baillie Gifford & Co

Director, Group Compliance and Legal

CODE OF ETHICS

2021

1. Introduction

1.1

Application

The Code of Ethics applies to

All employees of Baillie Gifford entities

Partners

Fixed term, temporary and agency staff

Interns and summer students

Secondees

Individuals providing services via Personal Service Companies

Contractors (with systems access)

Each of these individuals and in some specified cases, persons who are connected to the individual, are required to comply with the Code of Ethics which forms part of the ‘Personal Responsibilities’ section of the Group Compliance Manual (located via the Landing Page on the Loop) and their employment contract. These individuals are known as ‘access persons’ for the purposes of US securities laws.

1.2

Scope

The Code covers all firms within the Baillie Gifford Group and has been adopted by the relevant Boards of Baillie Gifford regulated entities within the Group and the Group’s Compliance Committee. It is designed to ensure compliance with relevant regulatory requirements applicable to the Baillie Gifford Group and in particular UK FCA, CBI and US SEC requirements.

The Code of Ethics covers:

the FCA Conduct Rules which apply to the vast majority of staff¹¹

guiding ethical principles which apply to all staff

managing conflicts of interest which may occur between Baillie Gifford and the personal interests of members of staff

personal dealings in shares

receiving and giving of gifts, hospitality and other forms of inducement.

1.3

Purpose

At Baillie Gifford we have a fiduciary duty to our clients when acting as their investment manager or adviser. This requires us at all times to act in the best interests of our clients and to treat them fairly. We must avoid situations where we place our own interests ahead of the interests of clients. The Code of Ethics is designed to assist us in ensuring we meet these fiduciary standards when acting for clients.

1.4

Staff Obligations

As a member of staff, you are obliged to comply with your regulatory obligations under the various regulatory systems to which the Group is subject, including applicable federal securities laws. You are required to:

Read and adhere to the Code of Ethics. If you have any questions, please email [email protected] (secure mailbox); and

¹The Conduct Rules do not apply to ‘ancillary staff’ not performing a financial services role. This would cover our mailroom staff, security guards, cleaning and catering staff.

CODE OF ETHICS

2021

Complete and submit a Code of Ethics Declaration and submit a Certificate of Compliance on first becoming a member of staff and annually thereafter.

You will be provided with details of any changes to the Code at the time these are made. Training will be provided on the terms of the Code as part of your staff induction and annually thereafter, or more frequently in the event of a material change.

1.5

Violations

Failure on the part of members of staff or their Connected Persons (where applicable) to follow these procedures will be taken seriously and regarded as a disciplinary matter under the rules and procedures set out in the Staff Handbook. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice.

In addition, any conduct by a member of staff that violates the Code of Ethics, including the Ethical Principles, will be considered from an FCA Conduct Rule Breach perspective (see section 2.1 below for details of the FCA Conduct Rules). If it is deemed that a Code of Ethics violation is significant in nature (e.g. evidence of intent; client materially affected; trend of repeated violations etc.), it may be escalated within Baillie Gifford to be assessed further by senior members of the HR, Compliance and Business Risk departments. Depending on the severity of the case, a formal Conduct Rule Breach may subsequently be reported to the FCA in accordance with regulatory reporting timelines. Any member of staff who becomes aware of a violation of the Code of Ethics must promptly report that violation to the Compliance Director, who may, at his discretion, refer the violation to the Legal and Compliance Partner as well as the relevant Board and Compliance Committee for resolution in terms of section 1.6 below.

1.6

Interpretation and Waiver

With respect to matters of interpretation or dispute arising under the Code of Ethics, the Compliance Director may refer to the Compliance Committee of Baillie Gifford who may, exercising their reasonable judgment, make determinations as to the meaning and effect of the Code of Ethics. The Compliance Director may, in consultation with the Compliance Committee, grant written waivers of the provisions of the Code in appropriate instances. However, waivers will be granted only in rare instances and some provisions of the Code that are mandated by law or regulation cannot be waived. The Compliance Director is responsible for maintaining appropriate records of and preparing any reports required with respect to, any waivers of provisions of the Code.

1.7

Monitoring

Adherence by staff to the terms of the Code will be monitored by the Compliance Department. The issue, receipt and content of Code of Ethics Declarations and Certificates will be co-ordinated and monitored by that Department. Regular monitoring of personal account dealing, gifts and entertainment records and other forms of inducements will also be undertaken to ensure there are no actions which are contrary to our regulatory obligations and that we always act in the best interests of clients. The results of this monitoring will be reported to the relevant Boards and Compliance Committee.

1.8

Material Changes

Material changes to the Code of Ethics must be ratified by the relevant Boards of the SEC regulated firms and investment companies within the Group and the Group’s Compliance Committee.

CODE OF ETHICS

2021

2. Ethical Principles

2.1

Introduction

Baillie Gifford’s reputation and success is based upon its professional conduct and maintenance of high ethical standards. It is expected and indeed demanded from our clients that we adhere to robust ethical standards in all aspects of our activities.

This section of the Code of Ethics sets out guiding principles which apply to all staff relating to ethical conduct. It also provides some guidance on addressing and resolving ethical issues.

In addition, many individuals within the Group will be subject to ethical principles and codes of conduct which are adopted by various professional organisations to which they are members. Baillie Gifford’s Code of Ethics is designed to be complementary to, and consistent, with these other standards.

The FCA’s Senior Managers and Certification Regime (SMCR) introduces a set of Conduct Rules which reflect the core standards expected of staff who work within the Financial Services industry. These can be found in the FCA’s Code of Conduct sourcebook (COCON) and are composed of nine rules, five of which are applicable to all staff (other than ‘ancillary staff’ referred to earlier) and four additional rules applicable only to Senior Managers. The five Conduct Rules which are applicable to all staff are as follows:

You must act with integrity;

You must act with due care, skill and diligence;

You must be open and cooperative with the FCA, PRA and other regulators;

You must pay due regard to the interests of customers and treat them fairly; and

You must observe proper standards of market conduct.

These conduct rules compliment Baillie Gifford’s own guiding ethical principles and are embedded within these. The four additional rules applicable only to Senior Managers are covered separately in the SMCR Policy.

The Code of Ethics cannot cover every ethical situation that might arise at Baillie Gifford. After having read and understood the content of the Code of Ethics Policy, all members of staff will be responsible for complying not only with its letter, but also with its spirit and principles. These are set out in the Guiding Ethical Principles below.

2.2

Guiding Ethical Principles

Each member of staff must follow these guiding principles:

2.2.1. Fairness

To act fairly at all times when dealing with clients and counterparties of Baillie Gifford. Fairness requires impartiality, objectivity, and honesty.

For example, when communicating with clients you should make every reasonable effort to provide full, fair and accurate information and should avoid withholding any relevant information.

A non-exhaustive list of other examples of conduct that might breach the fairness principle is as follows:

Misleading a client about the risks of an investment;

Misleading a client about the likely performance of a product by providing inappropriate projections of future returns; or

Failing to acknowledge, or seek to resolve, mistakes in dealing with clients.

2.2.2. Honesty and integrity

To act honestly and with integrity in fulfilling the responsibilities of your role and seek to avoid any acts or omissions or business practices which damage Baillie Gifford’s reputation or which are deceitful, oppressive, or improper.

CODE OF ETHICS

2021

For example, Baillie Gifford should only employ fair methods to win or retain business for the firm. Staff should avoid offering unduly lavish or overly frequent gifts and hospitality and should avoid ‘pay to play’ practices, i.e. making political contributions to those in a position to influence the selection of Baillie Gifford. Baillie Gifford is committed to carrying on business fairly, honestly and openly and has a zero-tolerance approach to bribery.

A non-exhaustive list of other examples of conduct that might breach the honesty and integrity principle is as follows:

Falsifying documents;

Providing false or inaccurate information to a client, regulator, auditor, Baillie Gifford itself or a third party;

Mismarking the value of investments;

Misleading others in Baillie Gifford about the nature of risks being accepted; or

Failing to disclose personal dealing activity; receipt or provision of gifts and entertainment; political contributions or other outside business interests as required by the Code of Ethics.

2.2.3. Adherence to law and regulation

To observe applicable law, regulations and professional conduct standards when carrying out your activities and to interpret and apply them to the best of your knowledge and ability according to these guiding ethical principles. To be open and cooperative with Baillie Gifford’s regulators.

For example, you must familiarise yourself with, and adhere to at all times, the requirements contained in the: Anti-Financial Crime Policy; the Anti-Money Laundering, Counter-Terrorist Financing & Sanctions Policy; the Anti-Bribery & Corruption Policy; the Code of Ethics Policy; the Market Abuse and Insider Dealing Policy; Data Protection Policy; and Information Security & Electronic Communications Policy. These policies set out your personal compliance responsibilities and are available to all staff in the ‘Personal Responsibilities’ section of the Group Compliance Manual.

A non-exhaustive list of conduct that might breach the open and cooperative with regulators principle is as follows:

Providing false or inaccurate information to regulators;

Failing to supply a regulator with appropriate documents or information when requested or required to do so and within the time limits attaching to that request or requirement; or

Failing to attend an interview or answer questions put by a regulator.

2.2.4. Market conduct

When executing transactions or engaging in any form of market dealings, to observe the standards of market integrity, good practice and conduct required by, or expected of, participants in that market. To comply with relevant market codes and exchange rules.

2.2.5. Loyalty to clients

To place the interests of our clients ahead of your own interests and to manage fairly and effectively, and to the best of your ability, any relevant conflict of interest. To the extent feasible, conflicts of interest should be avoided or at least appropriately managed and disclosed in accordance with Baillie Gifford’s conflicts procedures.

Baillie Gifford’s investment recommendations and other proprietary information are for the exclusive use of our clients. We should not use this proprietary information for personal benefit. If in doubt, refer to the Compliance Department for guidance.

2.2.6. Maintaining confidentiality

To respect the confidentiality of information on current, former and prospective clients which is obtained through your work and refrain from using or disclosing this for unethical purposes or illegal advantage.

For example, you must be extremely careful when sharing confidential client data with an outside party and should only do so if it is absolutely necessary. Authorisation may be required from your Head of Department for this. If in doubt, you should refer to the Information Security and Electronic Communications Policy (located in the Staff

CODE OF ETHICS

2021

Handbook on the Loop) which includes the three levels of data security classification and rules on how to handle this data.

2.2.7. Transparency

If you are in any doubt that you may have a conflict of interest, or if you think that there could be a perception of one, you should disclose the details to your Head of Department, to the Compliance Department or to the relevant chairperson of the board, committee or group concerned, as appropriate.

For example, consider the situation where you have a personal shareholding in a company and you are contributing to an investment discussion on whether to buy or sell this company for clients. It is essential to disclose this potential conflict to the chairperson and other members of that decision -making group. Please see section 3.3 for further details on additional disclosure requirements for investment decision makers (investors and CD staff on Portfolio Construction Groups).

2.3 Resolving Ethical Issues

In business life we will be confronted from time to time with ethical issues to determine. In dealing with these an important consideration is any impact the decision may have on clients. Also, has the process of coming to the decision been fair, with full consideration of the facts, issues and alternatives? Has it involved all stakeholders with an interest? Have you identified any competing interests or conflicts of interest? These questions would be relevant where considering whether to accept a gift or entertainment, and also considering the implications of an incident.

3. Conflicts of Interest

3.1 Introduction

Inherent throughout the Code of Ethics is the principle that all members of staff have a responsibility to place the interests of the Group’s clients ahead of their own and resolve conflicts in favour of the Group’s clients. In order to achieve this, all activities undertaken by members of staff must be conducted in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility. Furthermore, all action taken by staff must be undertaken in a manner which does not interfere with the interests of Baillie Gifford’s clients or take unfair advantage of Baillie Gifford’s relationship with its clients.

3.2 Identification and Types of Conflict of Interest

3.2.1. What is a conflict of interest?

A conflict of interest arises when personal matters or obligations interfere with business activities and influence the decisions made by members of staff, which have or could have a detrimental effect on the firm’s clients. When considering conflicts of interest, it is important to consider how the situation would be viewed by an independent party.

3.2.2. Identification of conflicts of interest

Conflicts of interests which require to be identified by members of staff are those which arise between:

the Group, its connected persons and a client of the Group; or

one client of the Group and another client of the Group.

3.2.3. Types of conflicts of interest

When identifying whether a conflict of interest arises in the course of business and whether the existence of this conflict may adversely affect the interests of a client, staff should consider whether the individual, firm or certain persons connected with the firm:

CODE OF ETHICS

2021

are likely to make a financial gain or avoid a financial loss at the expense of a client;

has an interest in the outcome of the service provided to the client or of a transaction carried out on behalf of the client;

has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client;

carries on the same business as the client; or

receives or will receive from a person (other than the client) an inducement in relation to the service provided, in the form of monies, goods or services, other than the standard commission or fee.

The Group Compliance Manual (located via the Landing Page on the Loop) contains Baillie Gifford’s conflicts policy and matrix. This matrix details potential and actual conflicts of interest which have been recognised by the firm. Please refer to this document for further information regarding the types of conflict which have been identified.

If you are in doubt about whether a conflict has arisen please consult the Compliance Director.

3.3 Duty to Disclose

All members of staff have in the first instance an obligation to manage or avoid all conflicts of interest. If it is not possible to manage or avoid a conflict of interest, then the potential or actual conflict which may impair your objectivity when undertaking your daily activities must be disclosed. All disclosures should be made to your Head of Department and the Compliance Director.

Baillie Gifford does not prohibit investors from investing in the same stocks as our clients. Nevertheless, there is an inherent conflict of interest risk that needs to be carefully managed should investors choose to do this.

Additional disclosure requirements for investment decision makers

Investment decision makers should make the following protective disclosures where appropriate:

Investment decision makers should declare any pre-existing personal shareholdings in a company if they are contributing to an investment discussion on whether to trade in that company for clients. This potential conflict must be disclosed to the chairperson of the relevant decision-making group, whom failing another member of that decision-making group. On occasion, it may be prudent for an investment decision maker to step out of an investment discussion if it is felt that a conflict, or perception of a conflict, cannot be managed effectively. Such a course of action should be determined on a case by case basis.

Investment decision makers must also declare any personal trading activity in a company held by clients if they have been, or will be, involved in an investment discussion concerning that company. This disclosure requirement is regardless of whether the company is being traded for clients at the time. Again, this potential conflict must be disclosed to the chairperson of the relevant decision-making group, whom failing another investment decision maker in that decision-making group.

For both scenarios above, Investors have the option of retaining their own contemporaneous record of any disclosures made or notifying the Compliance Department who will record the protective disclosure in the Code of Ethics System. Notifications to Compliance should be emailed to [email protected] (secure mailbox). An audit trail record would be beneficial in the event of any retrospective enquiry.

3.4 Outside Business Interests and Personal Associations

A personal conflict of interest can arise in relation to certain outside business interests or personal associations. Members of staff must ensure that they do not engage in any activities that would detract, divert from or conflict with,

CODE OF ETHICS

2021

the proper performance of their Baillie Gifford employment or would conflict with the interests of the firm or our clients. Members of staff must also ensure that any personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm.

To ensure that we comply with the requirements of global regulation, we require members of staff and Partners to inform Compliance at [email protected] of any external interests at any time during employment.

3.4.1 Types of Outside Business Interests

The following table is a non-exhaustive list of potential outside business interests. If you have any other interests or activities that you think may need to be disclosed, please contact the Compliance Monitoring and Ethics team for guidance at [email protected] (secure mailbox).

Outside Business Interest

Paid work out with Baillie Gifford.

Business related external directorships, non-executive directorships or other external board/committee appointments (e.g. nominations committee).

Business related would include:

	·	Listed companies;
	·	Private companies in which Baillie
		Gifford invests or is likely to invest;
	·	Trade bodies or professional bodies;
	·	Clients;
	·	Suppliers etc.

Non-business related external directorships
or non-executive directorships.

Non-business related would include:

	·	Private family run businesses;
	·	One-person limited companies;
	·	Charitable organisations or not for Profit organisations (where not a client).

External investment or finance related roles
at educational, charitable, religious or social

Disclosure Requirements

In general, all regular paid work outwith Baillie Gifford should be disclosed. It should also be agreed with your line manager and/or head of department as appropriate.

Discretion can be used for any ad hoc paid work that is de minimis in nature and has no obvious connection to Baillie Gifford business. Such paid work is unlikely to require disclosure.

All such appointments must be disclosed and receive prior approval from the Compliance Director.

In addition, all Partners and Chief Executive Officers of Baillie Gifford subsidiary companies should seek prior approval from the joint Senior Partners prior to accepting external appointments.

All such appointments must be disclosed.

No additional approval is required.

All investment adviser related roles should be disclosed.

CODE OF ETHICS

2021

organisations.

Investment or finance related roles would include:

	·	investment adviser;
	·	trustee;
	·	treasurer etc.

Politically exposed appointments	A politically exposed person, or 'PEP', is an individual who is or has, at any time in the preceding year, been entrusted with prominent public functions, or is an immediate family member, or a known close associate of such a person), whether paid or unpaid.

	All such appointments must be disclosed.

3.4.2 Outside Business Interests disclosure procedures

The Compliance Monitoring and Ethics team are the central hub for all outside business interest disclosures. This team will disseminate relevant information as appropriate to the Human Resources Department, Group Governance Services Department and the Compliance Policies, Training and Reporting and Anti-Financial Crime teams. Outside business interest disclosures should be emailed to the Compliance Monitoring and Ethics team ([email protected]) at the earliest opportunity. Where possible, this should be prior to the commencement of any role or appointment. Disclosures should contain the following information:

	·	Date the outside business interest commenced or ceased;
	·	Name of the external company/organisation and brief description of what they do;
	·	Brief description of your role/involvement;
	·	Details of any remuneration if applicable;
	·	Details of any connection to Baillie Gifford (e.g. client or prospective client, investee company, broker, supplier etc.).

If applicable, the Compliance Monitoring and Ethics team will obtain approval from the Compliance Director on your behalf and will either confirm that this has been received or will request further information if required.

Please note that Partners or Chief Executive Officers of Baillie Gifford subsidiary companies who require to seek approval from the joint Senior Partners for external appointments, must seek this approval themselves.

In addition to the above:

Requirements for FCA Regulated Roles

The Firm is required to ensure that individuals in FCA regulated roles are fit and proper to perform the activities for which they are regulated and that they do not engage in any activities which could conflict with the performance of their role. In addition to the above requirements, individuals in regulated roles must inform Compliance when:

	o	they become aware that a company, partnership or unincorporated association of which the individual has been controller, director, senior manager, partner or company secretary (either during the time they held the position or within one year of such involvement) has:
	o	been put into liquidation, wound up, ceased trading, had a receiver or administrator appointed or entered into a voluntary arrangement with its creditors
	o	been adjudged by a court liable for any fraud, misfeasance, wrongful trading or misconduct

CODE OF ETHICS

2021

	o	been investigated or been involved in an investigation by an inspector appointed under companies or any other legislation, or required to produce documents to the Secretary of State, or any other authority, under any such legislation
	o	been convicted of any criminal offence, censured, disciplined or publicly criticised, by any inquiry, by the Takeover Panel or any governmental or statutory authority, or any other regulatory body

Specific Requirements for BGFS

Registered Persons of BGFS are required to obtain prior written approval from the Chief Compliance Officer of BGFS for any Contractor, Director, Office or Partner appointments or any work for which they expect to receive compensation outside of their Baillie Gifford employment. Please note that this supersedes the requirement to obtain approval from the Compliance Director.

Specific Requirements for BGA(HK)

Licensed Persons of BGA(HK) are required to obtain prior written approval from the Compliance Officer of BGA(HK) for any Director appointments or any work for which they will receive compensation outside of their Baillie Gifford employment. The Compliance Monitoring and Ethics team will co-ordinate this. In addition to the above, there are also SFC Notification requirements relating to any directorships, partnerships or proprietorships taken on by a licenced representative. The BGA(HK) Compliance Officer will advise on the relevant steps to take with regards to this notification.

3.4.3 Personal Associations

We also must take steps to ensure that any personal interest or personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm. Any Significant Relationship with another person working in a relevant business connected to Baillie Gifford may need to be disclosed by email to the Compliance Department ([email protected]).

Relevant businesses would include:

	·	Investment managers
	·	Brokers
	·	Clients of Baillie Gifford
	·	Consultants/advisers to clients of Baillie Gifford or investors in Baillie Gifford funds
	·	Companies in which Baillie Gifford invests on behalf of our clients
	·	Other organisations with which Baillie Gifford has a contractual relationship.

A relationship with another person would be deemed significant if an independent third party might reasonably consider that it could affect your actions or those of a personal associate (whether or not it does so affect your conduct). If you have a relationship with an associated person that could potentially give rise to a conflict of interest, or the perception of one, then this should be disclosed to the Compliance Department. The Compliance Department will determine if the relationship needs to be recorded and whether any action needs to be taken to manage the conflict.

Please note that personal associations can go further than our definition of connected person under PA Dealing, i.e. this disclosure requirement is not limited to immediate family members living in your household. Some examples of potential personal associations that may need to be disclosed/recorded are as follows:

	·	A personal friend works at a supplier and is directly involved in the Baillie Gifford account and/or you are directly involved in the appointment of that supplier.
	·	A close friend works at an audit firm and is directly involved in an external review of your department.
	·	An extended family member works at a company that Baillie Gifford invests in for clients, in a role where they are likely to have access to sensitive business information.

Please note that none of the personal association examples above would fall under our definition of connected persons for PA Dealing purposes, however potentially would be disclosable under this section of the Code of Ethics.

CODE OF ETHICS

2021

However, please also note that not every instance of the above would necessarily have to be recorded. Each scenario would be considered on a case-by-case basis to establish what, if any, conflict risk there is.

These disclosures are designed to ensure that our work is carried out on behalf of clients in an environment that is free from any suggestion of improper influence. If you are in any doubt as to whether a business interest or personal association or relationship needs to be disclosed, please contact a member of the Compliance Department for guidance.

3.4.4 Record Keeping and Annual Certification

A record of all Outside Business Interests and Personal Associations disclosed to Compliance will be maintained in the Code of Ethics System. These will form part of your personal Annual Code of Ethics Declaration. Updates can be made to these disclosures when completing your annual declaration, or alternately at any point throughout the year by emailing the details to Compliance ([email protected]).

4. Personal Account Dealing Policy

4.1 High Level Overview

Baillie Gifford’s first priority is in ensuring that in all circumstances, the firm’s clients’ interests are placed first and each client obtains the best execution of trades which we can arrange on their behalf. In order to ensure that this priority is consistently met, all staff have a responsibility to ensure that in no circumstances will clients be disadvantaged by employee PA Dealing.

The basic premise of Baillie Gifford’s PA Dealing Policy is that PA Dealing is permitted subject to a number of restrictions. Baillie Gifford therefore gives general permission to all members of staff and to their Connected Persons (defined later) to carry out investment transactions in designated investments in accordance with the following procedures. All staff must ensure that undertaking PA Dealing activities does not distract them from their day-to-day responsibilities.

4.2 General Rule on PA dealing

A member of staff or their Connected Persons are prohibited from

Entering into a PA deal where

that person is prohibited from entering into it under the law and regulations governing market abuse and insider dealing as set out in the Baillie Gifford Market Abuse Policy. The Policy requires that no member of staff make personal use of material non-public information or engage in a securities transaction available only by reason of his or her position within Baillie Gifford. If a member of staff is aware that an investment opportunity is being actively considered by Baillie Gifford, they must first ensure that this is made available to Baillie Gifford before taking personal advantage of the opportunity. It is the personal responsibility of the member of staff to ensure that they are familiar with the provisions of that Policy.

it involves the misuse or improper disclosure of confidential or proprietary information relating to clients or transactions for clients; or

it conflicts or is likely to conflict with an obligation under Directive 2014/65/EU (MiFID II) or other regulatory obligations which Baillie Gifford owes to its clients.

Advising, recommending or procuring any other person to enter into a transaction which would be precluded under 1 above.

CODE OF ETHICS

2021

Disclosing any information or opinion to any other person where it is reasonably likely that the result of that disclosure will lead to an activity precluded under 1 or 2 above.

Entering into a PA deal or purchasing a contract of insurance, the purpose of which is to hedge away the risk of any downward adjustment in deferred remuneration which that member of staff may be entitled to receive under the firm’s remuneration policy.

A person will be considered to have undertaken such personal hedging if:

The staff member enters into a contract with a third party; and

The contract requires the third party to make payments directly or indirectly to the staff member that are linked to or commensurate with the amounts by which the staff member’s variable remuneration has been reduced.

Failure on the part of members of staff or their Connected Persons to follow these procedures will be regarded as a disciplinary matter under the rules and procedures set out in the Code. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice (If you are in any doubt as to whether an intended transaction for yourself or for a Connected Person is subject to the rules of the Policy you should check with the Compliance Department beforehand).

The remainder of this policy details the following information:

4.3

Application of Personal Account Dealing Policy

4.4

Prohibited and Exempt Securities and Transactions

4.5

Practical Procedures for Obtaining Permission

4.6

Practical Procedures to be followed in Special Circumstances

4.7

Reporting Requirements

4.8

Summary table of Security Types and Pre-Clearance and Reporting Requirements

4.3 Application of Personal Account Dealing Policy

The PA dealing rules apply to the following:

All those listed in section 1.1 of this Policy

And ‘Connected Persons’ which include:

	·	Immediate family (immediate family includes spouses, co-habitees, children under the age of 18 and immediate family members sharing the same household. It would also include parents/in-laws or other persons where decision making as to their investments is taken by them under advice from the member of staff);
	·	Organisations for whom members of staff have an active investment advisory input (this could include charities, churches, clubs etc);
	·	Trusts where as trustee the member of staff exercises investment influence (i.e. as sole trustee or a trustee exercising a considerable influence. In this case the trust must be made aware of the connection with Baillie Gifford & Co and must be requested to report transactions in securities of companies under our management to the member of staff serving as a trustee. He should then report the transaction to the Compliance Director); and
	·	Syndicates where friends/family group together for the purpose of purchasing shares

Throughout this Policy, the above categories are referred to as Connected Persons.

The Policy applies to the following types of instruments (“covered securities”):

	·	equities
	·	bonds;
	·	derivatives;
	·	BG OEICS;
	·	Investment Trusts and other close end vehicles;

CODE OF ETHICS

2021

private companies; and

 spread betting on financial instruments.

It also applies to any investment in any of the above instruments through a wrapper product such as an ISA, SIPP, share plan, Variable Insurance Product or the Baillie Gifford workplace pension available through Aegon’s ARC platform.

The table in section 4.8 sets out various security types and transactions and whether they are covered by the Personal Account Dealing Policy, Preclearance and Reporting Requirements.

If a member of staff is in any doubt as to whether an instrument is included or not in the Policy they should contact the Compliance Monitoring and Ethics Team or email [email protected].

4.4 Prohibited and Exempt Securities and Transactions

4.4.1. Prohibited securities and transactions

No member of staff is permitted to purchase or sell, directly or indirectly, any security in which he or she acquires any direct or indirect personal holding and which, to his or her knowledge, is currently being purchased or sold by Baillie Gifford or which, to his or her knowledge, Baillie Gifford is actively considering recommending for purchase or sale. These prohibitions shall continue until the time that Baillie Gifford decides not to recommend such purchase or sale, or if this recommendation is made, until the time that Baillie Gifford completes, or decides not to enter into, the recommended purchase or sale. These prohibitions also apply to any purchase and sale by any member of staff of any convertible security, option, warrant or other derivative security, or any private placement of any issuer whose underlying securities are being actively considered for recommendation to, or are currently being purchased or sold by, Baillie Gifford. Any profits realised on trades made by members of staff within the proscribed period may require to be disgorged, particularly where the member of staff had, or was in a position to have had, knowledge of the fact that securities were being purchased or sold on behalf of Baillie Gifford’s clients.

4.4.2. Exempt securities and transactions

4.4.2.1 Securities exempt from pre-clearance requirements

The pre-clearance and reporting obligations shall not apply to the following exempt securities:

purchases or sales of securities that are direct obligations of the government of the United States or United Kingdom, bankers’ acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements);

shares of money market mutual funds;

shares of registered open-end management investment companies other than the Baillie Gifford sponsored OEICS and mutual funds;

d) shares of US unit investment trusts (i.e. variable insurance contracts that are funded by insurance company separate accounts organised as unit investment trusts) that are invested exclusively in one or more registered investment companies. Please note that UK Investment Trusts are not exempt securities and that pre-clearance requirements apply.

The pre-clearance requirements shall not apply to the following transactions (although revised holdings will need to be disclosed in your Annual Code of Ethics Declaration):-

4.4.2.2 Transactions exempt from pre-clearance requirements

purchases effected upon the exercise of rights (e.g. automatic reinvestment of dividends) provided 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;

personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant member of staff or other person for whose account the transaction is executed;

personal transactions in any default fund available in Baillie Gifford’s workplace pension available through Aegon’s ARC platform;

CODE OF ETHICS

2021

ongoing monthly transactions in an automatic investment plan, where permission was obtained for the initial investment and there has been no change to the standing instruction thereafter.

4.4.3.

Prohibition on short-term profits

No member of staff may engage in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. All profits realised on such short-term trades will normally require to be disgorged. Subject to pre-clearance a securities transaction which occurs within the 60-day period as a result of a change in personal circumstances which takes place or becomes known during the period may not be considered a violation of this section or subject to the disgorgement rule upon review and approval of the Compliance Director.

4.4.4. Investor PA trades (“Blackout Period”)

Investment Personnel are not permitted to PA trade in the seven calendar day period after a fund/strategy that they are involved in has traded in the same security.

In addition, Investment Personnel are not permitted to PA trade in the seven calendar day period before a fund/strategy that they are involved in trades in the same security, where they were aware, at the point of requesting permission to trade and at the point of placing their PA dealing instruction, that a client order in that security was pending.

All profits realised on trades by Portfolio Managers within the proscribed period will normally require to be disgorged.

4.5 Procedures for Obtaining Permission

Prior to undertaking a PA Deal, members of staff are required to:

	·	obtain permission to use their desired broker (it is only necessary to follow this procedure on the first occasion of using a particular stockbroker); and
	·	to obtain internal pre-clearance from the Code of Ethics System (every time a PA deal is undertaken).

It is important that members of staff take all reasonable steps to ensure that these procedures are followed by whoever is dealing. The onus is on the member of staff to obtain permission and ensure that contract notes are sent to the Compliance Director where the dealing is for a Connected Person.

4.5.1. Procedures for obtaining broker permission

Before a member of staff or a Connected Person begins to effect a transaction with a particular firm of stockbroker’s permission must be obtained to use that broker. It should be noted that this also applies to on-line dealing. The reason for this permission is to inform the Broker that the member of staff works for Baillie Gifford and to ensure that brokers supply to the Compliance Director, no later than 30 days after the end of the quarter in which the trading activity occurred, duplicate copies of confirmations of all personal securities transactions. Such confirmations may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security.

Each confirmation received from the broker shall be treated confidentially and will be maintained on file by the Compliance Department. The reports are, however, available for inspection by authorised members of the staff of regulatory authorities supervising Baillie Gifford’s investment business.

Note: No broker confirmation letters are required for transactions undertaken in an automatic investment plan, including the Baillie Gifford workplace pension available through Aegon’s ARC platform. Furthermore, no Non– Executive Director of a Baillie Gifford company shall be required to report or provide broker confirmation unless the Director knew or should have known that during the 15 calendar days before and after such Director’s transaction in any security, Baillie Gifford purchased or sold the same security, or Baillie Gifford considered purchasing or selling the same security.

CODE OF ETHICS

2021

In addition, broker confirmation letters may not be required if your broker operates a transaction data feed to Baillie Gifford’s Code of Ethics System (although your broker may require a separate declaration for this). Please contact [email protected] for further details.

Every member of staff must (for their own dealing and that of a Connected Person):

	·	Notify the firm of stockbrokers that they work at Baillie Gifford & Co;
	·	Not accept or request any credit or special dealing facilities in connection with his dealings (The only exception to this rule is that the Management Committee may give special dispensation for members of staff to agree on rates. Where this permission is given the details must be supplied to the Compliance Director);
	·	Notify the Compliance Director that they or their Connected Person proposes to deal with the particular firm of stockbrokers and obtain his permission to do so;
	·	Prepare the relevant Broker Authorisation letter (either member of staff letter or Connected Person). Take two copies of the letter, both copies must be signed by the Compliance Director with one being sent to the stockbroker and the other copy sent to the Compliance Director; and
	·	Ensure that a copy of the contract note is sent by the stockbroker to the Compliance Director or an electronic confirmation if provided through an on-line dealing service.

The ‘quick guide’ document sets out the procedures for obtaining broker consent through the Code of Ethics System.

Click on the appropriate link below to obtain a copy of the Baillie Gifford Broker Notification Letter:

Letter 1 (Broker authorisation for member of staff)

Letter 2 (Broker authorisation for Connected Persons)

4.5.2. Procedures for obtaining internal permission

In addition to broker permission being obtained, members of staff are also required to obtain electronic internal pre-clearance from the Code of Ethics System. Pre-clearance of a PA deal will remain valid until close of business on the next business day from the time permission is obtained. If the proposed transaction is not completed during the period in which the pre-clearance is granted, the member of staff must seek additional pre-clearance prior to completing the transaction. In the case of postal deals (e.g. deals that require an application form or instruction form to be completed, i.e. dealing is not direct through a broker); your dealing instruction should be sent within this pre-clearance period, although the trade itself does not have to be executed.

The ‘quick guide’ video sets out the procedures for submitting Trade Requests through the Code of Ethics System.

PA Dealing information will be reviewed and monitored by the Compliance Department. Should the monitoring conducted by the Compliance Department detect a potential violation of this Code or any apparent trading irregularity, that Department shall take whatever steps deemed appropriate under the circumstances to investigate said potential violation or trading irregularity. If the Compliance Department reasonably believes a violation or trading irregularity to exist, said violation or trading irregularity shall be reported to the Legal and Compliance Partner.

4.6 Practical procedures to be followed in special circumstances

Remote Access to the Code of Ethics System: Remote access is available on all Baillie Gifford devices. If a member of staff is away from the office (e.g. on business or on holiday), trade requests can be submitted through all BG devices.

Maternity/Parental Leave: If you are out of the office on maternity leave, or a period of flexible parental leave exceeding four weeks, there is no requirement for you to obtain PA dealing permission for any trades conducted by you (or a Connected Person) during this leave. If applicable, shareholdings in the Code of Ethics System can be amended upon your return to the office.

Limit Orders: The use of buy or sell limit orders is not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the

CODE OF ETHICS

2021

time permission is obtained. If, upon expiry of the permission period, the limit price has not been met, the member of staff must obtain fresh permission via the Code of Ethics System or ensure the limit instruction is cancelled.

Stop Loss Orders: As for limit orders, stop loss orders (i.e. instruction to automatically sell securities if the share price reaches a pre-determined minimum price) are not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If you wish to maintain a stop loss instruction beyond the permission period, fresh permission must be obtained via the Code of Ethics System.

4.7 Reporting Requirements

4.7.1. Initial reporting requirements

All new members of staff are required to disclose all personal securities holdings in which they have any direct or indirect holdings to the Compliance Department, within 10 days of commencing employment. The information provided must be current and no more than 45 days prior to the date the person joined the firm. Initial Code of Ethics Declarations must be submitted to Compliance who will record any holdings in the Code of Ethics System.

4.7.2. Annual reporting requirements

Each member of staff is also required to file an annual report disclosing all personal securities holdings by 1 February of each year. The information must be current as of a date no more than 45 days prior to the date the report was submitted. Annual Code of Ethics Declarations must be submitted electronically via the Code of Ethics System. The ‘quick guide’ document sets out the procedures for submitting an Annual Declaration via the Code of Ethics System.

Note: Declarations must include shares owned through an automatic investment plan. Each declaration may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security. Non–Executive Directors of Baillie Gifford companies are not required to provide initial or annual Code of Ethics Declarations.

4.7.3. Specific Requirements for BGA(HK)

Semi-Annual Holdings Disclosure – This requirement applies to all BGA(HK) employees, licenced persons, Managers-in-Charge, Directors, other than non-executive directors and it is in addition to the annual declaration. Each member of staff is required to file a report disclosing all personal securities holdings semi-annually in January and July each year. The information must be current and no more than 45 days prior to the date the report is submitted. Holdings reports must include shares owned through an automatic investment plan. This semi-annual exercise is coordinated and managed by the Compliance Department.

4.8 Summary table of Security Types and Pre-Clearance and Reporting Requirements

This list is not all inclusive and may be updated from time to time. Please contact the Compliance Monitoring and Ethics team for guidance as needed or email [email protected].

CODE OF ETHICS

2021

Security Type	Covered by Code of Ethics Policy (“Covered Security”)?	Pre-clearance Required?	Include in Code of Ethics Declaration?
Equity securities (publicly traded)	Yes	Yes	Yes
Derivatives (futures and options)	Yes	Yes	Yes
Corporate Bonds	Yes	Yes	Yes
Government securities	No	No	No
BG managed Investment Trusts	Yes	Yes	Yes
Non-BG managed Investment Trusts	Yes	Yes	Yes
BG managed OEICs	Yes	Yes	Yes
Non-BG managed OEICs, Unit Trusts, mutual funds or other open-end vehicles	No	No	No
Private companies:	Yes	Yes	Yes
· New issues, IPOs, private placements;
· Equity Crowd funding.
Venture Capital Trusts (“VCTs”), Enterprise Investment Scheme (“EIS”), business angel investments.	Yes	Yes	Yes
Spread betting on a covered security	Yes	Yes	Yes
Spread betting on financial markets or non-financial instruments	No	No	No
ETFs (“Exchange traded fund”)	Yes	Yes	Yes
Cash ISAs	No	No	No
Cryptocurrencies	No	No	No
Structured Deposits in instruments covered by the Policy, e.g. shares, corporate bonds etc.	Yes	Yes	Yes
Structured Deposits in instruments not covered by the Policy, e.g. indices, exchange rates etc.	No	No	No
Certificate of Deposit	No	No	No
Fixed Term Deposit	No	No	No
Fixed Term Bond	No	No	No
Peer-to-peer lending	No	No	No
Default fund(s) investments held within Baillie Gifford’s workplace pension (ARC)	No	No	No
Covered securities held within Baillie Gifford’s workplace pension (ARC)	Yes	Yes	Yes
Investments within the Baillie Gifford Select SIPP	Yes	Yes	Yes
Covered securities held within an ISA, SIPP, share plan or Variable Insurance Product.	Yes	Yes	Yes
Covered securities held within a discretionary portfolio management service	Yes	No	Yes
Covered securities acquired as a result of a corporate action*:	Yes	No	Yes
· Bonus (or Scrip) issues;
· Rights issues;
· Takeovers;
· Reorganisations;
*where the member of staff has no influence over the timing and/or it is a set price (note: any subsequent sale of these securities would require pre-clearance).
Sale of nil-paid rights or the part sale of nil-paid rights to fund a partial take up of new shares.	Yes	No	Yes
Free shares acquired as a result of de-mutualisation (note: any subsequent sale of these securities would require pre-clearance).	Yes	No	Yes
Employee Incentive Share Schemes (Connected Persons):	No	No	No
· Putting money aside for the future purchase of shares;
· Buying shares at a set date and price;	Yes	No	Yes
· Any subsequent sale of these shares	Yes	Yes	Yes
Monthly direct debit investments (in covered securities):	Yes	Yes	Yes
· Initial monthly investment;
· Ongoing monthly investments (if no change to initial instruction);	Yes	No	Yes
· Change to initial instruction (increase, decrease, cancel, switch).	Yes	Yes	Yes
Transfer of covered security:	Yes	No	Yes*
· from one person to another;
· from one product to another;
where there is no change to the underlying holding (excluding shares sold to cover fees).
* you will need to inform Compliance of the new account where the shares will be held.

CODE OF ETHICS

2021

5. Inducements Policy

An area where a conflict of interest may arise is in the context of the giving or receipt of a gift or hospitality which may be viewed as a form of inducement.

Baillie Gifford must take reasonable steps to ensure that it and any person acting on its behalf does not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty that Baillie Gifford owes to its customers or any duty which the recipient firm owes to its customers.

This Inducements Policy sets out the principles and procedures which all members of staff within Baillie Gifford must adhere to with regard to the giving or receipt of a gift or hospitality or anything else which may be viewed as an inducement, such as donations or political contributions.

The overriding principle is that all members of staff should not accept gifts, favours, entertainment, hospitality or other inducements of material value that could be seen as likely to influence their decision-making or make them feel beholden to a person or other firm.

Similarly, Baillie Gifford and its members of staff should not offer gifts, favours, entertainment, hospitality or other inducements of value that could be viewed as overly generous or aimed at influencing decision-making or making the recipient feel beholden to Baillie Gifford or that member of staff.

Note: These general principles apply in addition to the more specific guidelines set out below. However, the guidelines do not attempt to cover every situation and must be interpreted in the light of the particular circumstances of each case. If you are in any doubt about any particular situation, you should consult with your Head of Department or the Compliance Department.

The remainder of this policy details the following information:

	5.1	Guidelines for Gifts & Entertainment, Donations and Political Contributions.
	5.2	Restrictions in Connection with the Sale of Packaged Products, i.e. OEICs.

5.3

Packaged Products Guidance on Reasonable Indirect Benefits

5.4

FINRA Specific Requirements for Registered Persons of BGFS

5.5

Specific Requirements for BGA(HK)

5.1 Guidelines

5.1.1. Application to all staff

The general principles and guidelines apply to all staff within Baillie Gifford irrespective of whether they are in direct contact with clients or potential clients or not.

5.1.2. Application to all third parties

Whilst the FCA and CBI requirements relate to managing or minimising conflicts which affect the services provided to our clients and to firms who in turn are advising clients, our principles also apply to other third parties who supply goods or services, whether these are supplied to clients or on the clients’ behalf or are supplied to Baillie Gifford itself. This ensures that the standards set are consistently applied by all staff and for all relationships.

5.1.3. No Solicitation

Baillie Gifford expressly prohibits staff from soliciting for themselves or for members of their family or for the firm itself, gifts, hospitality, entertainment or anything of value from a client, potential client, supplier or any other entity with which Baillie Gifford does business (other than fees and expenses properly due and payable).

CODE OF ETHICS

2021

5.1.4. No Cash Gifts

No member of staff may give or accept any financial instruments, including cash gifts to or from a client, potential client, or any entity that does business with or on behalf of Baillie Gifford. This applies equally to the giving or receiving of promotional competition prizes.

5.1.5. Donations

As a general rule, no cash donations should be made in connection with our clients or prospective clients. Donations of non-cash prizes are acceptable, providing they meet the criteria in the Inducements policy. Cash donations are more likely to be viewed as giving rise to a conflict and our general policy is that these should be avoided. Any cash donations which are proposed, as an exception to the general rule, should be pre-cleared with the Compliance Director. For example, it may be permissible to make a cash donation to a charity on the death of a long standing contact as a client, although the amount of the donation should be carefully considered.

Please note that this does not affect charitable donations, approved via our Sponsorship Committee, which are not connected with our clients or prospects.

5.1.6. Political Contributions Policy

Political contributions by financial services firms and their personnel have come under increased regulatory scrutiny in the US. Regulators have expressed concern that some in the financial services industry are inappropriately influencing the awarding of business for state and local government entities by making political contributions to officials holding or running for office. These ‘pay-to-play’ activities are now restricted by numerous federal, state, and local laws. The Securities and Exchange Commission (SEC) has enacted a pay-to-play rule for investment advisors. This rule restricts the political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel. The consequences for violations of the SEC rule and other state and local laws are significant. In the event of a violation, Baillie Gifford could be prohibited or restricted from doing business with certain government entities.

Given the scale of our activities in the US, the following procedures apply to all staff within Baillie Gifford, irrespective of whether they are in direct contact with clients or potential clients or not, and to their ‘connected persons’ (see section 4.3 of the Code of Ethics for a definition of connected persons). There will also be additional reporting obligations for US based staff. The requirements are as follows:

All members of staff are required to obtain preclearance from the Compliance Department before either they or a connected person:

· make any political contributions, either directly or indirectly, to US federal, state or local officials; or

· participate in any political fund-raising activity in the US.

Preclearance requests should be submitted by email to Baillie Gifford’s US based Compliance Counsel and the Code of Ethics Team.

All members of staff must confirm on an annual basis, that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. This disclosure will form part of the Annual Code of Ethics Declaration that staff submit via the Code of Ethics System.

In addition to requirement (2) above, US based staff must confirm on a quarterly basis that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. The disclosure should be submitted via the Code of Ethics System upon request from the Compliance Department.

Upon joining the firm, all new members of staff must disclose to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US within the previous two years. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that all new staff are required to submit upon joining the firm.

Whilst strictly speaking the above requirements apply to US political contributions only, members of staff should also give due consideration to all other political contributions (UK or otherwise) from a general conflict of interest and

CODE OF ETHICS

2021

transparency perspective. Staff should disclose to the Compliance Department, any political contributions that may give rise to an actual conflict of interest, a potential conflict of interest or the perception of one.

5.1.7. De Minimis Gifts

Gifts given or received which are of a de minimis nature due to their characteristics or likely cost are unlikely to give grounds for suggestions of undue influence and are therefore exempt. Typical examples of de minimis gifts would include umbrellas, diaries and pens with advertising logos for the donor company.

The Compliance Department should be consulted in any questionable situation.

5.1.8. Gifts which are not De Minimis

All gifts given or received which are not de minimis must be recorded in the Code of Ethics System. It is generally acceptable for members of staff to retain gifts received that are below £50 in value (or equivalent in another currency), provided this is not with undue frequency. In the case of gifts received above £50 in value (or equivalent in another currency), the member of staff concerned should consult with their Head of Department as to the appropriate course of action. In the majority of cases gifts above £50 (or equivalent in another currency) which are received should be:

· surrendered to the Events Team for use for charitable purposes or distribution as part of the firm’s annual Christmas raffle;

· returned to the third party concerned; or

· distributed amongst the Department in the case of perishable gifts, e.g. hampers.

Where the member of staff wishes to retain a gift above £50 (or equivalent in another currency), then he or she should pay for the estimated cost of the gift above this limit and this amount should be given to the Finance Department for use for charitable purposes.

Similarly, gifts above £50 in value (or equivalent in another currency) should generally not be given by a member of staff.

5.1.9. Promotional Competition/Prizes

In offering any promotional competition or prizes, the member of staff responsible should:

· consider the likely impact or influence the prize would have on the recipient; and

· consult with a Partner or the relevant Board on the likely impact of the competition on the brand of Baillie Gifford.

In all cases the prize offered should be of reasonable value, i.e. it should not be excessive or inappropriate.

Any competition prizes won by a member of staff at a business-related event, e.g. a conference or seminar, should be recorded for transparency in the Code of Ethics System.

5.1.10. Business Lunches/ Dinners

The establishment and maintenance of strong relationships with our clients, suppliers, intermediaries and consultants is integral to our ability to provide effective investment management services. Routine business lunches or dinners are good mechanisms for building and maintaining relationships and are unlikely to give grounds for suggestion of undue influence unless they become overly frequent or are unduly lavish.

Routine business lunches and dinners given do not require to be reported. These should be recorded in Baillie Gifford’s expenses system. The Business Expense Claims procedure will provide an adequate control over the magnitude of costs incurred by Baillie Gifford when giving such lunches and dinners.

Many of Baillie Gifford’s clients (particularly those covered by ERISA) are subject to specific reporting requirements regarding their acceptance of business lunches and dinners. In order for Baillie Gifford to ensure that it is able to provide clients with their required information, the following additional information should be recorded on the Business Expense Claim Form, with respect to any clients for whom we have hosted a business lunch or dinner:

CODE OF ETHICS

2021

· The name of the client being entertained;

· The names of the individuals being entertained;

· The total cost of the lunch or dinner.

Generally, routine business lunches and dinners received do not need to be reported. The exception to this is business lunches and dinners received from UK or European financial institution or intermediary that provides advice or portfolio management services to retail clients (MiFID firms). Such lunches and dinners do need to be recorded in the Code of Ethics System.

5.1.11. Entertainment/Hospitality Given

All members of staff must exercise discretion in offering hospitality. Members of staff should not provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not provide entertainment to such parties with undue frequency.

With the exception of occasions where the client is a MiFID firm (see below), members of staff may provide entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or Baillie Gifford is present at the event. If the person or Baillie Gifford is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 (or equivalent in another currency) should generally not be given by a member of staff.

In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be offered if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.

In situations of any doubt, consult with your Head of Department.

All entertainment or hospitality must be recorded in the Code of Ethics System.

In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.

An acceptable minor non-monetary benefit is one which is capable of enhancing the quality of service provided to the client and consists of hospitality of a reasonable de minimis value such as food and drink during a business meeting, conference, seminar or training event. Baillie Gifford have set a de minimis limit of £100 (or equivalent in another currency) per head to allow a reasonable level of hospitality at business events. “Standalone” hospitality that is not directly linked to a business event, e.g. sporting events, is no longer permitted. These restrictions apply to hospitality provided to MiFID firms only and not to hospitality provided to UK or Overseas segregated clients or suppliers).

5.1.12. Entertainment/Hospitality Received

All members of staff must exercise discretion in accepting hospitality. Members of staff should not accept extravagant or excessive entertainment from a client, prospective client, a business in which Baillie Gifford invests, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not accept entertainment from such parties with undue frequency.

Members of staff may accept entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or firm providing the entertainment is present at the event. If the person or firm is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 (or equivalent in another currency) should generally not be accepted by a member of staff.

It is the policy of the firm not to accept standalone hospitality from broker firms. For this purpose, standalone hospitality would include invitations to and attendance at sporting or cultural events and any associated travel,

CODE OF ETHICS

2021

accommodation, drinks and meals. This policy would not affect routine business lunches or dinners, or reasonable hospitality attached to conferences or other educational events or social events which are distributed widely and of a de minimis nature (i.e. under £100 (or equivalent in another currency) per head). This covers by way of example a broker drinks evening at which the broader Edinburgh asset management community is invited.

In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be accepted if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.

In situations of any doubt, consult with your Head of Department.

All entertainment or hospitality must be recorded in the Code of Ethics System.

Do not hesitate to ask the host for further information about the event (e.g. cost) in order to reach a decision.

5.1.13. Travel/Accommodation Costs

In the case of a member of staff receiving hospitality or entertainment, travel and accommodation costs should be paid for by that member of staff or a request made to the organiser of the event that the individual member of staff be invoiced for these costs. Where the third party has arranged a discounted hotel rate or other reduction in the cost of the accommodation or travel, it is reasonable for the member of staff to accept this reduced rate. Likewise, where the host provides communal transport which is not excessive or unduly lavish, for example the use of a mini bus.

In the case of Baillie Gifford offering hospitality, travel expenses will ordinarily be paid for by the recipient of the entertainment or hospitality. However, there may be occasions where reasonable accommodation costs can be provided by Baillie Gifford subject to this meeting the general principles of this Policy.

5.1.14. Disclosure

A key aspect of Baillie Gifford’s Inducements Policy is disclosure. Under our procedures, all gifts (other than de minimis) and hospitality which are given or received are recorded in the Code of Ethics System. Disclosures should be made to your normal gifts and entertainment representatives for Trading, Investors and Clients Department, and Compliance for all other departments.

Likewise, all members of staff should consider if an inducement which has been offered or received should be disclosed to a client, or potential client. This will depend upon the circumstances of each case. As an example, where a fee is paid to a third -party consultant in order to place details of Baillie Gifford on a consultant database, we should disclose this payment to any potential client of the consultant who considers us for an investment mandate.

5.1.15. Client Specific Code of Ethics Requirements

A small number of Baillie Gifford’s clients have specific code of ethics requirements which go beyond Baillie Gifford’s Inducements Policy. Members of staff, and Client Contacts in particular, should consider these additional requirements when giving gifts and/or entertainment to these clients.

Click on this link to access the current list of clients with specific requirements.

5.2 Restrictions in Connection with the Sale of Package Products, i.e. OEICs

If a firm is required to disclose commission (or commission equivalent) (under COBS 6.4) to a client in relation to the sale of a packaged product, a member of staff should not enter into any of the following arrangements:

volume overrides where commission (or commission equivalent) paid in respect of several transactions is more than a simple multiple of the commission (or commission equivalent) payable in respect of one transaction of the same kind; and

CODE OF ETHICS

2021

an agreement to indemnify the payment of commission (or commission equivalent) on terms that would or might confer an additional financial benefit on the recipient in the event of the commission (or commission equivalent) becoming repayable.

5.3 Packaged Products Guidance on Reasonable Indirect Benefits

The general principles at the beginning of this section are particularly important in relation to packaged products. Staff must not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty the firm owes to its customers or any duty which the recipient firm (which includes independent intermediaries) owes to its customers.

In relation to the sale of packaged products, we are only able to provide minor non-monetary benefits if they are designed to enhance the quality of service to the client. The list below indicates the kind of benefits that are capable of enhancing the quality of the service provided to a client and, depending on the circumstances, are capable of being given or received without conflicting with client’s best interests. However, these need to be considered on a case by case basis.

Benefits are unlikely to give rise to conflicts if they are:

· reasonable and proportionate, of a limited scale and nature,

· do not need to be relied upon by the intermediary,

· could reasonably not be expected to result in the channelling of business from the intermediary to Baillie Gifford, and

· do not result in the intermediary recovering more than its reasonable costs.

The list below summarises the kind of reasonable non-monetary benefits which the provider firm can give or receive. This list is summary only and any member of staff should contact the Compliance Department for further guidance before deciding whether to give or accept the benefit (* = only if available to independent intermediaries generally):

Gifts, hospitality and promotional competition prizes of a reasonable value. Gifts and corporate hospitality given to intermediaries must not exceed an aggregate limit of £1,000 (or equivalent in another currency) per intermediary firm, per calendar year. This limit applies to gifts and corporate hospitality only and excludes conferences, seminars and training events. For large intermediary firms, the £1,000 (or equivalent in another currency) limit can be applied at regional office level. In addition, events must be designed for business purposes that result in advisers being able to provide a better service to their customers.

A product provider can assist another firm to promote its packaged products so that the quality of its service to clients is enhanced.

Points (3) to (6) in relation to joint marketing exercises:

Generic product literature (letter heading, leaflets, forms and envelopes) as long as the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the product provider, and the distribution cost is borne by the intermediary.

Freepost envelopes*

Product specific literature (for example, key features, minimum information) subject to specific conditions.

Draft articles, news items and financial promotions for publication in the intermediary’s magazine as long as any cost borne by the provider firm is not more than market rate and excludes any distribution costs.

Take part or pay towards the cost of seminars and conferences organised by another firm as long as it is:

CODE OF ETHICS

2021

· For a genuine business purpose

· Reasonable and proportionate.

Any costs paid should be associated with the level of Baillie Gifford’s participation and by reference to the time that Baillie Gifford staff have played an active role. Baillie Gifford should not be paying all an advisory firm’s costs incurred in running a seminar or conference.

Freephone link *

Technical services

· Quotations and projections relating to its packaged products and advice on completion of forms or other documents

· Access to data processing facilities or to data related to the firm’s business

· Access to 3rd party electronic dealing or quotation systems

· Software giving information about the firm’s packaged products. Any payments to an intermediary that go beyond that which is required to operate software supplied by Baillie Gifford would not be permitted. Likewise, any payments to develop an intermediary’s general IT systems would not be permitted.

10.

Generic technical information in writing, not necessarily related to the firm’s business* or if it is of a specialist nature is made available to a particular class of intermediary.

11.

Training facilities (lectures, venues, written material, software) *

If Baillie Gifford is giving an advisory firm training on the features and benefits of its products or services, the training should be made reasonably available to all advisory firms that could recommend Baillie Gifford’s products, even if only on a first-come, first-served basis.

Please note, that whilst this section applies to packaged products, the arrangements in (12) above can also be applied to our institutional business, although consideration must be given to overseas clients with specific code of ethics requirements on inducements.

5.4 FINRA Specific Requirements for Registered Persons of BGFS

Registered persons of BGFS are not permitted to give or receive any gifts of value in excess of $100 per individual per year to another FINRA member’s registers persons.

Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFS’s Gifts and Entertainment policy, please see the BGFS Written Supervisory Procedures.

5.5 Specific Requirements for BGA(HK)

Employees and Licensed Representatives of BGA(HK) are bound by the HKD equivalent (on a day to day basis) of all GBP values quoted within this policy.

As such, employees and Licensed Representatives are not permitted to give or receive any gift of value in excess of the HKD equivalent of £50.

6. Acknowledgement and Certification

6.1 Receipt and Acknowledgement of the Code

All members of staff are required to receive a copy of the Code of Ethics and any amendments to the Code of Ethics. All members of staff are required to complete an annual certification, confirming that they have read the Code of

CODE OF ETHICS

2021

Ethics and acknowledging that they are subject to its requirements. Further, all members of staff confirm through the annual certification that they have complied with the Code and that they have disclosed or reported all information required to be disclosed or reported according to the requirements of the Code.

All certifications of receipt of the Code shall be filed with the Compliance Department by submitting a Certificate of Compliance.

6.2 Annual Report to Baillie Gifford Boards

The Compliance Director will prepare and submit to the appropriate Baillie Gifford Boards an annual report which:

certifies that the firm or investment company as appropriate has adopted procedures designed to prevent Access Persons from violating the Code;

identifies any violations of the current procedures for personal securities investing and management’s recommended response; and

makes any recommended changes in the procedures, as appropriate, based on operating experience under the Code, evolving industry practices or amendments to applicable laws or regulations.

CODE OF ETHICS

2021

Baillie Gifford & Co Head Office

Calton Square, 1 Greenside Row, Edinburgh EH1 3AN

Telephone⁺44 (0)131 275 2000 www.bailliegifford.com

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. SPY

6. BA
7. HCP
8. SNAP
9. TMUS
10. BIIB

Create E-mail Alert Related Categories

SEC Filings

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 485BPOS SCHWAB CAPITAL TRUST

You May Also Be Interested In

Create E-mail Alert Related Categories

Sign up for StreetInsider Free!

Free News Feed