Close

Form 485BPOS Stone Harbor Investment

September 28, 2021 2:27 PM EDT

Exhibit (d)(9)

 

April 21, 2021

 

Stone Harbor Investment Funds

31 West 52nd Street, 16th Floor

New York, NY 10019

 

Re: Fee Waiver/Expense Reimbursement

 

Ladies and Gentlemen:

 

Stone Harbor Investment Partners LP notifies you that it will waive its management fee with respect to and/or bear other expenses of the Funds listed below through September 30, 2022 to the extent that expenses of each class of a Fund, exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes, borrowing costs, organizational and extraordinary expenses, would exceed the following annual rates:

 

Name of Fund Expense Cap
Stone Harbor Emerging Markets Debt Fund 0.75% for Institutional Class shares
  1.00% for Distributor Class shares
Stone Harbor High Yield Bond Fund 0.65% for Institutional Class shares
  0.90% for Distributor Class shares
Stone Harbor Local Markets Fund 1.00 % for Institutional Class shares
  1.25 % for Distributor Class shares
Stone Harbor Emerging Markets Corporate Debt Fund 1.00 % for Institutional Class shares
  1.25 % for Distributor Class shares
Stone Harbor Investment Grade Fund 0.50% for Institutional Class shares
  0.75% for Distributor Class shares

 

Stone Harbor Investment Partners LP further notifies you that it will waive its management fee with respect to and/or bear other expenses of the Funds listed below through September 30, 2022 to the extent that expenses of each class of a Fund, inclusive of acquired fund fees and expenses of Stone Harbor advised funds, but exclusive of brokerage expenses, interest expense, taxes, borrowing costs, organizational and extraordinary expenses, would exceed the following annual rates:

 

Name of Fund Expense Cap
Stone Harbor Strategic Income Fund 0.70% for Institutional Class shares
  0.95% for Distributor Class shares
Stone Harbor Emerging Markets Debt Allocation Fund 0.85% for Institutional Class shares
  1.10% for Distributor Class shares
Stone Harbor Emerging Markets Debt Blend Fund 0.85% for Institutional Class shares
  1.10% for Distributor Class shares

 

 

 

With respect to each Fund, Stone Harbor Investment Partners LP shall be permitted to recover, on a class by class basis, expenses it has borne subsequent to the effective date of this agreement (whether through reduction of its management fee or otherwise) in later periods to the extent that a Fund’s expenses fall below the annual rates set forth above; provided that the amount of such recovered fees and expenses does not cause the total annual operating expenses in any such year to exceed the applicable limits described above or any other lower limit then in effect. A Fund is not obligated to pay any such deferred fees more than three years after the end of the fiscal year in which the fee was deferred.

 

During the periods covered by this letter agreement, the expense cap arrangement set forth above for each of the Funds may only be modified by a majority vote of the “non-interested” Trustees of the Trust.

 

We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the above referenced Funds with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.

 

  STONE HARBOR INVESTMENT PARTNERS LP  
       
  By: /s/ Adam J. Shapiro  
  Name: Adam J. Shapiro  
  Title: General Counsel  

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 133-141345 on Form N-1A of our report dated July 30, 2021, relating to the financial statements and financial highlights of Stone Harbor Emerging Markets Debt Fund, Stone Harbor High Yield Bond Fund, Stone Harbor Local Markets Fund, Stone Harbor Emerging Markets Corporate Debt Fund, Stone Harbor Strategic Income Fund, and Stone Harbor Emerging Markets Debt Allocation Fund, each a series of Stone Harbor Investment Funds (the “Funds”), appearing in the Annual Report on Form N-CSR of the Trust for the year ended May 31, 2021, and to the references to us under the headings "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm and Financial Statements" in the Statement of Additional Information, which are part of such Registration Statement.

 

DELOITTE & TOUCHE LLP

 

Denver, Colorado

September 28, 2021

 

STONE HARBOR INVESTMENT PARTNERS LP
STONE HARBOR FUNDS

 

CODE OF ETHICS

 

This Code of Ethics (“Code”) is adopted under Rule 17j-1 of the Investment Company Act of 1940 (“1940 Act”) and Section 204A and Rules 204A-1 and 206(4)-5 of the Investment Advisers Act of 1940 (“Advisers Act”) by Stone Harbor Investment Partners LP and any advisory affiliate (“Adviser” or “Stone Harbor”), a registered investment adviser, and those registered investment companies advised or managed by Stone Harbor (together, the “Stone Harbor Funds”).

 

Because all partners, trustees, officers and employees of Stone Harbor and the Stone Harbor Funds may at some time have access to or obtain information concerning securities that may be used for investment purposes, Stone Harbor designates all of these individuals as “Access Persons” subject to the requirements of the Code. In addition, any natural person in a control relationship to Stone Harbor or the Stone Harbor Funds who obtains information concerning recommendations made to a Stone Harbor Client, including the Stone Harbor Funds, with regard to the purchase or sale of Covered Securities are also deemed Access Persons. The meanings of capitalized terms used in this Code are set forth in Section W.

 

Any questions relating to this Code should be directed to Stone Harbor Compliance (“Compliance”). Any violation of this Code must be promptly reported to Stone Harbor’s Chief Compliance Officer (“CCO”) or his designee.

 

By accepting employment with Stone Harbor, you have agreed to be bound by this Code. You are required to retain a copy of this Code. On an annual basis you will be required to certify in writing your understanding of, and adherence to, this Code and your intention to comply with its requirements.

 

 

 

TABLE OF CONTENTS

 

A.General Principles. 1
B.Automated Personal Trading System 1
C.Prohibited Transactions. 2
D.Personal Trading Activity – Restricted Securities and Blackout Period. 2
  1.Restricted List. 2
  2.Blackout Period. 2
E.Pre-Clearance of Personal Securities Transactions, Exemptions and Holding Period. 3
  1.Pre-Clearance Required for Access Persons. 3
  2.Pre-Clearance Required for Advisory Persons. 3
  3.Pre-Clearance Requests. 4
  4.Holding Period for Pre-Cleared Securities. 4
  5.Pre-Clearance Not Required. 4
  6.Maximum Trades and Pre-Clearance Requests Per Quarter. 5
F.Acknowledgment and Reporting. 5
  1.Acknowledgements and Certifications of Compliance with this Code. 5
  2.Initial Holdings Report. 6
  3.Duplicate Trade Confirmations and Reporting of Personal Securities Accounts. 6
  4.Quarterly Transactions Report. 6
  5.Annual Holdings Report. 7
  6.Exceptions From Reporting Requirements. 8
  7.Reporting of Attendance at Broker Conferences. 8
G.Applicability of this Code to Independent Trustees. 8
H.Appointment of Agent. 8
I.Insider Trading. 9
J.Confidentiality. 9
K.Outside Affiliations and Directorships. 10
L.Gifts and Entertainment. 10
M.Political Contributions. 11
  1.General Policy. 11
  2.Disclosure and Pre-Clearance. 12
  3.Quarterly Reporting. 12
  4.New Covered Persons. 12
  5.New Government Entity Investors. 12
  6.Confidentiality. 12

 

- i -

 

 

  7.Compliance with Other Laws. 13
  8.Violations. 13
  9.Indirect Contributions. 13
N.Oversight and Review. 14
O.Sanctions. 14
P.Exceptions. 14
Q.Confidentiality of Information Submitted Pursuant to This Code. 14
R.Consultants and Temporary or Part-Time Employees. 15
S.Retention of Records. 15
T.Training. 15
U.Board Review. 15
V.Amendments. 15
W.Definitions. 16
  Access Person 16
  Advisory Person 16
  Automatic Investment Plan. 16
  Beneficial Interest 16
  Broker Conference. 17
  Covered Person 17
  Covered Security 17
  Federal Securities Laws 18
  Government Entity 18
  Immediate Family 19
  Independent Trustee 19
  Initial Public Offering 19
  Official19
  Personal Securities Account 20
  Political Contribution 20
  Private Placement 20
  PTA20
  Related Security 20
  Stone Harbor Client 20
APPENDIX A A-1

 

- ii -

 

 

A.       General Principles.

 

All Access Persons owe a fiduciary duty to Stone Harbor Clients, including the Stone Harbor Funds, when conducting their personal investment transactions. Accordingly, Access Persons must:

 

·place the interest of Stone Harbor Clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of these clients;

 

·conduct all personal securities transactions in a manner consistent with this Code and in such a manner as to avoid any actual, potential or perceived conflict of interest or any abuse of an individual’s position of trust and responsibility;

 

·conduct all personal securities transactions in compliance with all applicable Federal Securities Laws;

 

·not take inappropriate advantage of their positions to benefit themselves at the expense of Stone Harbor Clients.

 

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

 

INFORMATION OBTAINED IN THE COURSE OF BUSINESS ACTIVITIES FOR STONE HARBOR OR OTHERWISE, WHICH IS NOT GENERALLY AVAILABLE TO THE PUBLIC, IS PROPRIETARY AND STRICTLY CONFIDENTIAL. ACCESS PERSONS MUST NEVER TRADE IN A SECURITY WHILE IN POSSESSION OF SUCH MATERIAL NON-PUBLIC INFORMATION1 ABOUT THE SECURITY, ISSUER OR THE MARKET FOR THE SECURITY, EVEN IF THE ACCESS PERSON HAS SATISFIED ALL OTHER REQUIREMENTS OF THIS CODE. REVIEW WITH CARE THE INSIDER TRADING POLICY IN THIS CODE AND CONTACT COMPLIANCE IF YOU HAVE ANY QUESTIONS.

 

B.       Automated Personal trading system.

 

Stone Harbor utilizes a third party automated personal trading system (“PTA”) in order to maintain and review information regarding Access Persons Personal Securities Accounts, as well as other information described in the Code. Compliance conducts initial and periodic training for all Access Persons regarding the use of PTA. Among other requirements, Access Persons are required to submit pre-approval requests for certain security transactions, political contributions, and the giving and receipt of gifts and entertainment through PTA. A record of approvals and denials is maintained in PTA. In addition, other information including restricted lists and holding periods is also maintained in PTA.

 

 

1 For an explanation of “material non-public information” please refer to the Insider Trading Policy, included as Appendix A.

 

 

C.  Prohibited Transactions.

 

No Access Person in connection with the purchase or sale, directly or indirectly, by such person in securities, shall:

 

·employ any device, scheme or artifice to defraud any Stone Harbor Client;

 

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

 

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

 

·engage in any manipulative practice with respect to any Stone Harbor Client.

 

Common examples of fraudulent personal trading activities include “front running” or “scalping,” which involve trading in a Personal Securities Account on the basis of the anticipated market effect of trades for Stone Harbor Clients. Any trading for a Stone Harbor Client for the purpose of benefitting a Personal Securities Account is also prohibited by the Federal Securities Laws.

 

D.Personal Trading Activity – Restricted securities and blackout period.

 

The following restrictions apply to trading for Personal Securities Accounts of Access Persons:

 

1.Restricted List. No transactions for a Personal Securities Account may be made in a Covered Security (including a Related Security) the issuer of which is on Stone Harbor’s Restricted List. The Restricted List will be maintained by Compliance in PTA and will include issuers about which the Adviser believes it may have material non-public information or for which it wishes to restrict trading for other reasons.

 

2.Blackout Period. No transactions for a Personal Securities Account may be made in a Covered Security (including a Related Security) on a day when such person knows or has reason to know that there is a pending order for a purchase or sale of such Covered Security by any Stone Harbor Client. With respect to Access Persons who are also Advisory Persons, no transactions for a Personal Securities Account may be made in a Covered Security (including a Related Security) if any purchase or sale of such Covered Security has been made by a Stone Harbor Client in the prior seven calendar days or can reasonably be anticipated to be made during the next seven calendar days. Any profits on trades which violate this policy may be required to be disgorged. The blackout period does not apply to transactions in accounts that are exempted from the definition of Personal Securities Account.

 

 

E.Pre-Clearance of personal securities transactions, exemptions and holding period.

 

1.Pre-Clearance Required for Access Persons. Access Persons must pre-clear through PTA, the following trades in Covered Securities (including Related Securities) for Personal Securities Accounts in the manner described in Section E(3) below unless the trade falls under one of the exemptions described in Section E(5) below or is otherwise specifically exempted by the CCO or his designee:

 

a.Debt Securities. A fixed-income Covered Security, such as a bond, note, convertible bond, or similar evidence of indebtedness may not be purchased or sold without submitting a pre-approval request and obtaining Compliance approval through PTA;

 

b.Equity Securities. Common stock, preferred stock or other equity interests held by a Stone Harbor Client may not be purchased or sold without submitting a pre-approval request and obtaining Compliance approval through PTA. Before executing a transaction in any Covered Security (including a Related Security) the Access Person must review the list of Covered Securities in PTA to determine if pre-clearance is required;

 

c.IPOs and Private Placements. Securities offered pursuant to initial public offerings (“IPOs”) or Private Placements may not be purchased without submitting a pre-approval request and obtaining Compliance approval through PTA; and

 

d.Certain Closed-End and Open-End Funds. Securities of U.S. registered closed-end and open-end investment companies for which Stone Harbor or any advisory affiliate serves as adviser or sub–adviser may not be purchased or sold without submitting a pre-approval request and obtaining Compliance approval through PTA. Before executing a transaction in any Covered Security (including a Related Security) the Access Person must review the list of Covered Securities in PTA to determine if pre-clearance is required.

 

2.Pre-Clearance Required for Advisory Persons. In addition to the pre-clearance required in Section E(1), Advisory Persons must pre-clear all other transactions in Covered Securities (including Related Securities) for Personal Securities Accounts in the manner described in Section E(3) below unless the transaction: (a) relates to a Covered Security which is an equity security not held by a Stone Harbor Client and the total number of shares to be purchased or sold does not exceed 2,000 shares (or the equivalent amount of a Related Security) of an issuer (for purposes of the Code, different class shares (i.e., voting and non-voting) of a company are treated as different issuers) with a market capitalization in excess of $3 billion (purchases and sales in the same security or a Related Security within 30 days must be aggregated for purposes of determining if the transaction meets the pre-clearance exemption set forth in this clause); (b) falls under one of the exemptions described in Section E(5) below; or (c) is otherwise specifically exempted by the CCO.

 

 

3.Pre-Clearance Requests.

 

With respect to pre-clearance for Covered Securities, other than those issued in IPOs and Private Placements, before granting approval, Compliance shall determine that (a) the Covered Security is not on the Restricted List; (b) none of Stone Harbor or its advisory affiliates is planning to transact in such Covered Security (including a Related Security) for a Stone Harbor Client over the next seven calendar days and has not transacted in the Covered Security for a Stone Harbor Client over the prior seven calendar days; and (c) there is no other conflict of interest that should prevent the Access Person from transacting in the Covered Security. If the conditions of clauses (a), (b) and (c) are satisfied, Compliance (in consultation with such other persons as the members of Compliance may deem advisable) may grant pre-clearance through PTA. Pre-clearance, if granted, is valid on the day it is granted and the following day. In addition, pre-clearance may be revoked by Compliance before its scheduled termination.

 

With respect to pre-clearance for Covered Securities issued in IPOs and Private Placements, in connection with any decision to approve such an investment, Compliance will make the determinations described in the preceding paragraph and will also prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest in PTA.

 

4.Holding Periods. Access Persons (including Advisory Persons) must hold any Covered Security that is required to be pre-cleared for at least 60 calendar days. Covered Securities which are referenced in Section E(2) above must be held for at least 30 calendar days. The holding period is measured on a last in-first out basis.

 

5.Pre-Clearance Not Required. Access Persons need not pre-clear the following trades in Covered Securities for Personal Securities Accounts:

 

a.With respect to Access Persons who are not also Advisory Persons, Covered Securities which are not covered under subparagraphs a.- d. of Section E(1). Before executing a transaction in a Covered Security (including a Related Security) the Access Person must review the list of Covered Securities in PTA to determine if pre-clearance is required;

 

b.Municipal bonds;

 

c.Securities of U.S. registered closed-end and open-end investment companies not advised or sub-advised by Stone Harbor or any advisory affiliate;

 

d.Exchange traded funds;

 

 

e.Options on broad based stock indices;

 

f.Interests in qualified state college tuition programs (“529 Plans”) (unless the 529 Plans are managed, distributed, marketed or underwritten by Stone Harbor);

 

g.The acquisition of Covered Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Covered Securities; and

 

h.The acquisition of Covered Securities through the exercise of rights issued by an issuer pro rata to all holders of a class of Covered Securities, to the extent the rights were acquired in the issue, and sales of such rights so acquired.

 

Applicable reporting and related requirements of the Code still apply to transactions in the Covered Securities described in this Section E (5).

 

6.Maximum Trades and Pre-Clearance Requests Per Quarter. While there is no maximum limitation on the number or frequency of trades that an Access Person may execute (except the holding period imposed by Section E (4)) or pre-clearance requests that an Access Person may submit per quarter, the Code grants the CCO (in consultation with the General Counsel and either of the Chief Investment Officers’ (“CIO”)) the power to impose a limitation on any Access Person if it is believed to be in the best interest of Stone Harbor or a Stone Harbor Client.

 

F.       Acknowledgment and reporting.

 

1.Acknowledgements and Certifications of Compliance with this Code. Upon becoming an Access Person, Stone Harbor will provide such Access Person with a copy of this Code. Within 10 days of becoming an Access Person, such Access Person must submit through PTA an acknowledgement that he or she has: (a) received a copy of this Code including the Insider Trading Policy which is a part of the Code; (b) read and understood its provisions; and (c) recognizes that he or she is subject to its terms and conditions. Thereafter, Compliance will promptly notify each Access Person with any amendments to the Code. Within 10 days of receipt of any such amendments, each Access Person must submit through PTA an acknowledgement that he or she has: (a) received a copy of such amendment or amended Code and (b) read and understood its provisions.

 

All Access Persons are required to certify annually through PTA that they have: (a) read this Code, including the Insider Trading Policy which is a part of the Code, and understood its provisions and recognize that they are subject to its terms and conditions; (b) complied with the requirements of this Code; (c) disclosed or reported all Covered Securities and Covered Security transactions required to be disclosed or reported pursuant to this Code; and (d) with respect to any securities accounts which are exempt from the definition of Personal Securities Account, have no direct or indirect influence or control over the account or any prior knowledge of transactions effected therein.

 

 

2.Initial Holdings Report. Within 10 days of becoming an Access Person, he or she must submit to Compliance record(s), and a statement (which information must be current as of a date no more than 45 days prior to the date he or she became an Access Person) which must include the following information:

 

a.The title and type of Covered Security and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each Covered Security in which such Access Person has any direct or indirect Beneficial Interest;

 

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

 

c.A statement regarding the Access Person’s direct or indirect Beneficial Interest in more than 0.50% of any class of securities of any broker-dealer and the Access Person’s personal, blood, and/or affinity relationship with any broker-dealer employee, including identification of any Immediate Family member who is a broker-dealer employee; and

 

d.The date of submission by the Access Person.

 

3.Duplicate Trade Confirmations and Reporting of Personal Securities Accounts. An Access Person must ensure that Stone Harbor is provided with duplicate trade confirmations and account statements for each Personal Securities Account established or maintained by such Access Person. Such trade confirmations and account statements are generally provided to Compliance automatically through PTA, but for those brokers that are unable to provide such information through PTA, the Access Person must ensure that either the broker or he/she provides Stone Harbor with such information.

 

In addition, Access Persons must notify Compliance upon opening a new Personal Securities Account. Compliance will then ensure that Stone Harbor receives holdings and transaction information either through PTA or directly from the broker or (in limited situations) the Access Person. Such notice shall be provided in the quarterly transaction report (as described below) for the quarter within which such account was opened and include, at a minimum: (a) the name of the financial institution; (b) the account number; (c) the date the account was established; and (d) contact information for the financial institution.

 

4.Quarterly Transactions Report. Within 30 days after the end of each calendar quarter, each Access Person must provide information to Compliance relating to Covered Securities transactions executed during the previous quarter in which such Access Person has any direct or indirect Beneficial Interest as well as certain other information. This statement must include:

 

 

a.The date of the transaction;

 

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

 

c.The nature of the transaction;

 

d.The price of the Covered Security at which the transaction was effected;

 

e.The name of the financial institution with or through which the transaction was effected;

 

f.The information required in Section F (3) regarding the opening of any new Personal Securities Account;

 

g.Any changes to the statement provided in the initial holdings report or any annual holdings report regarding the Access Person’s direct or indirect Beneficial Interest in more than 0.50% of any class of securities of any broker-dealer or the Access Person’s personal, blood, and/or affinity relationship with any broker-dealer employee; and

 

h.The date of submission by the Access Person.

 

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Interest in the Covered Security to which the report relates. A separate report containing Covered Securities transactions under this Section F(4) will not be required to the extent that such report would duplicate information contained in the trade confirmations and accounts statements already received by the Adviser.

 

5.Annual Holdings Report. Each Access Person shall submit an annual report through PTA showing as of a date no more than 45 days before the report is submitted:

 

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

 

b.The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person during the year;

 

c.A statement regarding the Access Person’s direct or indirect Beneficial Interest in more than 0.50% of any class of securities of any broker dealer and the Access Person’s personal, blood, and/or affinity relationship with any broker-dealer employee, including identification of any Immediate Family member who is a broker-dealer employee; and

 

 

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

 

6.Exceptions from Reporting Requirements. An Access Person is not required to submit:

 

a.Any reports required by this Section F with respect to transactions effected for, or Covered Securities held in, any accounts over which the person has no direct or indirect influence or control. See the definition of Personal Securities Account in Section W; and

 

b.Quarterly transaction reports required by Section F (4) with respect to transactions effected pursuant to an Automatic Investment Plan.

 

7.Reporting of Attendance at Broker Sponsored Conferences. Advisory Persons must ensure that his or her attendance at any Broker Sponsored Conference is reported through PTA. Such report must include, to the best of the Advisory Person’s knowledge, a list of the issuers and issuer representatives that attended such Broker Sponsored Conference.

 

G.       Applicability of this Code to Independent Trustees.

 

The Independent Trustees of the Stone Harbor Funds are subject only to Sections A and C of the Code (and then only with respect to the Stone Harbor Funds), and also to the quarterly transactions reporting requirement under Section F(4) and the related requirement under Section F(3) to provide Stone Harbor with duplicate trade confirmations, but only to the extent such Independent Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Stone Harbor fund trustee should have known, that during the 15-day period immediately before or after the Trustee’s transaction in a Covered Security, a Stone Harbor Fund purchased or sold the Covered Security, or Stone Harbor considered purchasing or selling the Covered Security.

 

Although exempt from most provisions of the Code, Independent Trustees are still subject to restrictions under the federal securities laws (such as restrictions against trading on the basis of material non-public information).

 

H.       Appointment of Agent.

 

Officers of the Stone Harbor Funds that are employees of service providers other than Stone Harbor (e.g., ALPS Fund Services, Inc.) may have the Chief Compliance Officer or other designee of such service provider maintain the documentation required by this Code and conduct the necessary reviews on behalf of the Stone Harbor Funds in order to confirm that the requirements of this Code have been met by such officers. In connection with such reviews, such service provider’s Chief Compliance Officer may provide quarterly and annual certifications to the Stone Harbor Funds’ CCO in lieu of the CCO reviewing such documentation.

 

 

I.       Insider Trading.

 

The Adviser prohibits any Access Person from trading in any security while in possession of material nonpublic information concerning such security or its issuer or communicating material nonpublic information to others in violation of Federal Securities Laws. This conduct is frequently referred to as “insider trading”. The Adviser’s Insider Trading Policy is attached as Appendix A. This policy is applicable to all Access Persons, and extends to activities within and outside their duties at Stone Harbor. Every Access Person is required to read the Insider Trading Policy carefully. Each Access Person is required to certify compliance with the Insider Trading Policy. Any questions regarding the Insider Trading Policy should be directed to the General Counsel or CCO.

 

J.       Confidentiality.

 

Access Persons must maintain the confidentiality of sensitive non-public information and other confidential information entrusted to them by Stone Harbor, any affiliates, or any Stone Harbor Client and must not disclose such information to any persons, except when disclosure is authorized by an appropriate officer of Stone Harbor or mandated by law, other than to: (a) other Access Persons or Stone Harbor employees who need to know such information in connection with their duties or (b) persons outside Stone Harbor or the Stone Harbor Funds (such as attorneys, accountants or other advisers) who need to know such information in connection with a specific mandate or engagement from Stone Harbor or the Stone Harbor Funds or who otherwise have a valid business or legal reason for receiving it and have executed a confidentiality agreement, if appropriate. Confidential information includes all non-public information that might be of use to competitors, or harmful to Stone Harbor or a Stone Harbor Client, if disclosed. It also includes Stone Harbor’s intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to Stone Harbor. The obligation to preserve confidential information continues even after your employment with Stone Harbor ends.

 

To safeguard confidential information, all Access Persons should observe the following procedures:

 

a.Access Persons are prohibited from disclosing portfolio positions and investment plans to personnel at other firms, except in connection with the execution of trades for Stone Harbor Clients.

 

b.Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to material non-public information.

 

c.Papers relating to non-public matters should be appropriately safeguarded.

 

 

d.Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained.

 

e.Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places.

 

f.E-mail messages and attachments containing material non-public information should be treated with similar discretion and awareness of the recipients.

 

K.       Outside Affiliations and Directorships.

 

Access Persons must submit a request and obtain Compliance approval through PTA before accepting outside employment2 or becoming a director of a public company.

 

L.       Gifts and entertainment.

 

A conflict of interest may occur when the personal interests of Access Persons interfere or could be perceived to interfere with their responsibilities to Stone Harbor or a Stone Harbor Client. Accordingly, Access Persons may not receive any gift, service, or other thing of more than de minimis value (i.e. $100, £100, SGD 100, or AUD 100 (“Limit”)) from any person or entity that does business with or on behalf of Stone Harbor during any twelve consecutive months. If a department (as opposed to an individual) receives a gift that is valued in excess of the Limit and which is possible to share, it can be shared among the employees, provided no single employee’s pro rata share of the gift exceeds the Limit. No Access Person may give or offer any gift of more than de minimis value (i.e., Limit) to existing Stone Harbor Clients, prospective clients, or any entity that does business with or on behalf of Stone Harbor during any twelve consecutive months, without pre-approval by Compliance. FINRA imposes additional limitations on registered representatives. Please consult with Compliance if you have any questions regarding FINRA limitations in connection with gifts and entertainment. Access Persons must submit a record of all gifts through PTA describing the nature of the gift, who gave the gift, who received the gift, and the total cost and approximate per person cost by Stone Harbor for a period of at least five years. Compliance will review such Gift Log on a periodic basis.

 

Access Persons may provide or accept an invitation to a business entertainment event, such as dinner, of reasonable value, if the person or entity providing the entertainment is present at the event. Access Persons must receive permission from Compliance in order to accept or provide entertainment that exceeds $250 per person for a sporting, musical or similar event. Access Persons must submit a record of all entertainment through PTA describing the nature of the entertainment, where it took place, who attended, the total cost and approximate per person cost will be maintained by Stone Harbor for a period of at least five years. Compliance will review such Entertainment Log on a periodic basis.

 

 

2 Outside employment includes any arrangement by which the Access Person receives compensation for services provided including consulting arrangements or similar outside business activities.

 

10 

 

ACCESS PERSONS ARE ALSO SUBJECT TO RULE 17(E) OF THE 1940 ACT.

 

ACCESS PERSONS MUST ALSO CONSULT STONE HARBOR’S FOREIGN CORRUPT PRACTICES ACT / BRIBERY ACT POLICY IN CONNECTION WITH GIVING OR RECEIVING GIFTS OR ENTERTAINMENT.

 

ANY GIFT OR ENTERTAINMENT RELATING TO A GOVERNMENT OFFICIAL, UNION OFFICIAL OR ERISA PLAN FIDUCIARY MUST BE PRE-APPROVED BY COMPLIANCE. ALL POLITICAL CONTRIBUTIONS ARE SUBJECT TO STONE HARBOR’S POLITICAL CONTRIBUTION POLICY DESCRIBED BELOW.

 

ANY ACCESS PERSON THAT IS REQUIRED TO REGISTER AS A LOBBYIST WITH ANY STATE, LOCAL, MUNICIPAL OR FOREIGN GOVERNMENT MUST NOTIFY COMPLIANCE.

 

M.       Political contributions.

 

Except where otherwise stated, this Section (the “Political Contributions Policy”) shall apply to (a) Stone Harbor, (b) any general partner, principal or executive officer, or individual with a similar status or function, of Stone Harbor, (c) any employee of Stone Harbor, and (d) any political action committee controlled by Stone Harbor or any of its employees (each, a “Covered Person”). This Political Contributions Policy also applies to a Covered Person’s Family Members. For purposes of this Political Contributions Policy, “Family Member” includes a Covered Person’s spouse or domestic partner, as well as any minor children or other dependents residing in a Covered Person’s home. Any officer, director or employee of an affiliate of Stone Harbor that supervises, directly or indirectly, any employee of Stone Harbor or an affiliate who solicits a Government Entity for Stone Harbor is also a Covered Person and therefore subject to the requirements of this Political Contributions Policy.

 

1.General Policy. Covered Persons (including Family Members), are prohibited from making Political Contributions, in the aggregate, of more than (a) $350 per election to any one Official for whom the Covered Person is entitled to vote and (b) $150 per election to any one Official for whom the Covered Person is not entitled to vote. For purposes of this section, a primary election and a general election during the same year are considered separate elections.

 

Covered Persons are also prohibited from coordinating or soliciting any person or political action committee to make (including, but not limited to, causing Stone Harbor, a Stone Harbor Fund or a private investment fund advised by Stone Harbor to make) (a) any Political Contribution to an Official or candidate for office of a Government Entity (including any election committee for such official or candidate) or (a) any payment (including any gift, loan, advance or anything of value) to a political party of a state or locality.

 

11 

 

Covered Persons should note that coordinating or soliciting Political Contributions can include actions that can be interpreted as supporting an Official or political party, including, but not limited to the use of Stone Harbor’s name or the Covered Person’s name on fundraising literature for a candidate, or Stone Harbor or a Covered Person sponsoring a meeting or conference which features an Official or candidate as an attendee or guest speaker and which involves fundraising for the Official or candidate.

 

2.Disclosure and Pre-Clearance. No Political Contribution may be made by a Covered Person without submitting a pre-approval request and obtaining Compliance approval through PTA. Generally, it is Stone Harbor’s policy to permit any proposed Political Contribution so long as it does not cause a violation of Rule 206(4)-5 under the Advisers Act (the “Rule”) or this Code or a reasonably foreseeable violation of the Rule or this Code based on current or future prospective clients of Stone Harbor. However, the CCO or General Counsel may also prohibit any proposed Political Contribution that is deemed by the CCO or General Counsel to raise a risk of violating the Rule, this Code, or for any other reason whatsoever.

 

3.Quarterly Reporting. Additionally, on a quarterly basis, all Covered Persons shall acknowledge through PTA that they are aware of this Political Contributions Policy and in compliance with the Policy, and such Covered Persons shall verify all Political Contributions made in the past quarter by such Covered Persons (and their Family Members), including the dates on which such Political Contributions were made and whether any such Political Contribution was the subject of the exception for certain returned Political Contributions pursuant to Rule 206(4)-5(b)(3) (which provides a limited means to cure certain violations of the Rule by a Covered Person by returning such contributions). All quarterly reports shall be made using the Quarterly Political Contributions Report and Acknowledgement Form.

 

4.New Covered Persons. In advance of becoming a Covered Person, a potential Covered Person must disclose in writing to the CCO or General Counsel all Political Contributions to any Official (including any election committee) made by the Covered Person (or Family Members) during the two years prior to potentially becoming a Covered Person.

 

5.New Government Entity Investors. In advance of admitting a Government Entity as an investor in a Fund or accepting a Government Entity as a client, the CCO or General Counsel or designee shall review records of Political Contributions made within two years of the date of the investor’s admission or acceptance to determine whether any Contributions have been made to any Official.

 

6.Confidentiality. The Adviser respects the rights of its employees to lawfully contribute to the political process and will keep the information provided under this Political Contributions Policy confidential, subject to the rights of inspection of all regulatory and licensing bodies or as any disclosure may become necessary or advisable in the operation of the Adviser, including disclosures at the request of representatives of investors and potential investors who are government clients, pension funds, or their fiduciaries if requested to do so.

 

12 

 

7.Compliance with Other Laws. It should not be assumed that pre-clearance or approval under this Political Contributions Policy is confirmation that an employee is complying with any applicable campaign finance or other applicable laws and each employee is urged to consult such advisors or counsel as appropriate on such laws. With respect to investors and potential investors that are state or local entities additional or different state or local rules may apply. Before admitting an investor that is a state or local entity, the CCO or General Counsel or designee shall review applicable rules and regulations applicable to that investor and determine whether additional policies or procedures are advisable.

 

8.Violations. If any Covered Person becomes aware of a violation of this Policy they must promptly notify the CCO. In the event a Covered Person (or Family Member) makes a Political Contribution in violation of this Code or the Rule, the Covered Person agrees to take all reasonable efforts to prevent the triggering of a two-year time out period, including actively seeking the return of the Political Contribution.

 

9.Indirect Contributions. Covered Persons should be aware that the Rule prohibits Stone Harbor and its Covered Persons from doing anything indirectly which, if done directly, would result in a violation of the Rule and this Political Contributions Policy. Indirect actions that would, if done directly, violate the Political Contributions Policy are also considered violations of the Policy. Covered Persons should be mindful of these provisions and should be aware that soliciting a person, such as a family member or friend, to make a Political Contribution may also be a violation of the Rule and this Policy. Similarly, Political Contributions made to an entity that will use the funds to support a candidate for office of a Government Entity could be a violation of this Policy and the Rule. Further, use of Stone Harbor resources (such as office space, telephones, etc.) in connection with volunteer activities could be a violation of this Policy and the Rule. In addition, a Stone Harbor Fund may not make a payment that, if made by Stone Harbor, would violate this Policy or the Rule. Covered Persons should consult the CCO if they have any questions about whether a political contribution, payment or activity would be prohibited or restricted by this Policy or the Rule.

 

STONE HARBOR PROHIBITS POLITICAL CONTRIBUTIONS THAT ARE GIVEN TO RETAIN OR OBTAIN BUSINESS OR OTHERWISE INFLUENCE A GOVERNMENT OFFICIAL TO SECURE BUSINESS. IF YOU HAVE ANY QUESTION REGARDING THE APPROPRIATENESS OF A POLITICAL CONTRIBUTION, YOU SHOULD CONTACT COMPLIANCE.

 

13 

 

N.       Oversight and review.

 

The CCO shall be responsible for the implementation of this Code. Compliance will maintain a list of all Access Persons and Advisory Persons and inform them of their obligations under this Code. The CCO or his designee shall be responsible for reviewing all account statements, trade confirmations, initial, annual and quarterly reports, certifications and pre-clearance requests required under this Code. On a quarterly basis, the CCO or his designee shall review all documents completed pursuant to this Code and confirm that to such person’s knowledge, each Access Person is in compliance with this Code.

 

Stone Harbor is required by law to keep a record of all violations of this Code including the failure by an Access Person to submit any required reports on time. The Securities and Exchange Commission has access to these records during inspection.

 

O.       Sanctions.

 

The CCO shall promptly report all material violations of this Code to the General Counsel of Stone Harbor. The CCO and General Counsel shall direct whatever remedial steps they deem appropriate to correct a material violation of the Code, including, among other things, a letter of censure, fine or suspension or termination of the employment of the violator. In addition, the CCO may impose additional sanctions, if, based upon all of the facts and circumstances considered, such action is deemed appropriate. Any profits that are disgorged or paid in connection with a violation of this Code shall be donated to one or more charities as directed by Stone Harbor. All Access Persons are required to promptly report any violations of this Code to Compliance. Failure to report any violation(s) of this Code that you are aware of in a prompt manner will be considered itself a violation of this Code and may be subject to sanctions. Any retaliation for the reporting of a violation under this Code of Ethics will constitute a violation of the Code.

 

P.       Exceptions.

 

Exceptions to the requirements of this Code may be granted from time-to-time, in the discretion of the CCO, based upon individual facts and circumstances. Such exceptions will not serve as precedent for additional exceptions even under similar circumstances. In granting any exceptions under this Code, the CCO may consult with the General Counsel or the CIO of Stone Harbor as he or she deems appropriate.

 

Q.Confidentiality of Information Submitted Pursuant to This Code.

 

All information obtained by any person pursuant to this Code shall be kept in strict confidence, except that such information will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization and to the extent required by this Code, applicable law, governmental rule or regulation, court order, or administrative or arbitral proceeding.

 

14 

 

R.       Consultants and Temporary or Part-Time Employees.

 

Upon commencing their engagement with Stone Harbor, consultants, temporary or part-time employees will be given a copy of this Code and will be required to acknowledge receipt of the Code and abide by the general fiduciary requirements set forth in Sections A and C; the prohibition on insider trading set forth in Section I; the requirements regarding Gifts and Entertainment set forth in Section L; and the Political Contributions Policy, to the extent such person is a Covered Person, set forth in Section M. Consultants, temporary or part-time employees that have an engagement of more than three months are subject to all provisions of the Code, including pre-clearance under Section E. However, the CCO may determine that certain consultants, temporary or part-time employees, including interns, may be subject to the entire Code if the CCO determines that the person’s access to information is such that full compliance would be appropriate. In addition, the CCO may require such persons to provide certifications or other documentation (e.g., certifications to the effect that the person does not have any direct or indirect influence or control over certain accounts) that the CCO believes appropriate.

 

S.       Retention of Records.

 

All records relating to personal Covered Securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this Code and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act.

 

Each Access Person of Stone Harbor is to maintain records to establish that their investment decisions did not involve a conflict with the Code. Generally such records would include, among other things, copies of the Access Person’s pre-clearance authorizations, brokerage statements (if any) and receipts or other documentation relating to gifts and entertainment and political contributions.

 

T.       Training.

 

Each new Access Person must attend a Code of Ethics training session within a reasonable period of time after joining Stone Harbor.

 

U.       Board review.

 

Stone Harbor shall provide to the Board of Trustees of each Stone Harbor Fund, on a quarterly basis, a written report of all material violations of this Code, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

 

V.       Amendments.

 

Unless otherwise noted herein, this Code shall become effective as to all Access Persons, and, to the extent applicable, Covered Persons upon employment. This Code may be amended as to Access Persons and Covered Persons from time to time by the CCO. The CCO shall promptly notify all Access Persons and Covered Persons of any such amendments. Any material amendment of this Code shall be submitted to the Board of Trustees of each Stone Harbor Fund for approval in accordance with Rule 17j-1 under the 1940 Act.

 

15 

 

W.       Definitions.

 

The following definitions apply to this Code.

 

Access Person includes all partners, trustees, officers, employees or Advisory Persons of Stone Harbor and the Stone Harbor Funds.

 

Advisory Person means an Access Person who, in connection with his or her regular functions or duties, makes, participates, in or obtains information regarding, the purchase or sale of Covered Securities by a Stone Harbor Client or whose functions relate to the making of any recommendations with respect to such purchases or sales; and any natural person in a control relationship to Stone Harbor or the Stone Harbor Funds who obtains information concerning the purchase or sale recommendations of Covered Securities, made to Stone Harbor Clients. Advisory Persons include all portfolio managers, credit analysts, economists and any other Access Persons determined by Compliance in consultation with the CIO to be Advisory Persons.

 

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

 

Beneficial Interest means any interest in securities where a person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares a direct or indirect “pecuniary interest” in such securities. While the definition of “Pecuniary Interest” is complex, an Access Person generally has a Pecuniary Interest in securities if he or she has the opportunity, directly or indirectly, to profit or share in any profit (or lose or share in a loss) on a transaction in the securities. Without limiting the foregoing, a person has a Beneficial Interest when the securities in the account are held:

 

a.in his or her name (including in any 401(k), defined contribution retirement account or individual retirement account);

 

b.in the name of any of his or her Immediate Family;

 

c.in his or her name as trustee for himself or herself or for his or her Immediate Family;

 

d.in a trust in which he or she has a Beneficial Interest or is the settlor with a power to revoke;

 

e.by another person and he or she has a contract or an understanding with such person that the securities held in that person’s name are for his or her benefit;

 

16 

 

f.in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights;

 

g.by a general or limited partnership of which he or she is a general partner;

 

h.by a limited liability company of which he or she is a manager-member;

 

i.by a corporation which he or she uses as a personal trading medium;

 

j.by a holding company which he or she controls; or

 

k.any other relationship in which a person would have beneficial ownership under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect Beneficial Interest shall apply to all securities which an Access Person has or acquires.

 

You do not have an indirect Pecuniary Interest in securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the securities held by the entity.

 

Broker Conference means any conference sponsored by a broker-dealer at which representatives of any issuer of a Covered Security are present.

 

Covered Person for purposes of Section M—Political Contributions Policy means (a) Stone Harbor, (b) any general partner, principal or executive officer, or individual with a similar status or function, of Stone Harbor, (c) any employee of Stone Harbor, and (d) any political action committee controlled by Stone Harbor or any of its employees.

 

Covered Security for purposes of this Code include

 

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

 

b.any security or instrument related to, but not necessarily the same as, those held or to be acquired by a Stone Harbor Client;

 

17 

 

c.shares of open-end mutual funds advised or sub-advised by Stone Harbor or an affiliate; and

 

d.shares of any closed-end funds (including exchange traded funds) and unit investment trusts (“UIT”) except as provided below.

 

Covered Security, for purposes of this Code, does not include:

 

a.U.S. Treasury obligations and mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government;

 

b.bankers’ acceptances;

 

c.bank certificates of deposit;

 

d.commercial paper;

 

e.high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody’s), including repurchase agreements;

 

f.shares of open-end mutual funds not advised or sub-advised by Stone Harbor or an affiliate;

 

g.units of a UIT if such UIT is invested exclusively in unaffiliated open-end mutual funds; and

 

h.interests in 529 Plans, so long as neither the 529 Plan nor any underlying funds in the Plan are managed, distributed, marketed or underwritten by Stone Harbor or any of its affiliates.

 

Federal Securities Laws means the Securities Act of 1933, the Securities Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

 

Government Entity for purposes of Section M—Political Contributions Policy means any state or political subdivision of a state, including: (a) any agency, authority, or instrumentality of the state or political subdivision; (b) a pool of assets sponsored or established by the state or political subdivision or any agency, authority, or instrumentality thereof, including, but not limited to a “defined benefit plan” as defined in section 414(j) of the Internal Revenue Code (the “IRC”), or a state general fund; (c) any participant-directed investment program or plan sponsored or established by a state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a “qualified tuition plan” authorized by section 529 of the IRC, a retirement plan authorized by section 403(b) or 457 of the IRC, or any similar program or plan; and (d) officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.

 

18 

 

Immediate Family means any of the following relatives sharing the same household and/or (who) are financially dependent on an Access Person: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships, and/or any other person deemed to be an Immediate Family member by the Compliance. The presumption that a relative is a member of your “Immediate Family” may be rebutted by convincing evidence that profits derived from transactions in these securities will not provide you with any economic benefit.

 

Independent Trustee is a trustee of a Stone Harbor Fund who is not an “interested person” of the Fund within the meaning of Section 2(a) (19) of the 1940 Act.

 

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

 

Official for purposes of Section M Political Contributions Policy includes:

 

a.any person (including any election committee for the person), who at the time of the contribution was an incumbent, candidate or successful candidate for elective office of a Government Entity if the office:

 

(1)Is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a Government Entity; or

 

(2)Has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a Government Entity; or

 

b.a candidate for federal office if that candidate is a state or local government official at the time of the contribution.

 

Personal Securities Account includes:

 

a.accounts in an Access Person’s name;

 

b.accounts in the name of any Immediate Family member; and

 

c.other accounts in which the Access Person has a direct or indirect Beneficial Interest.

 

19 

 

Personal Securities Accounts include, but are not limited to, brokerage accounts, 401(k) accounts, or variable annuity or variable life insurance policies.

 

A Personal Securities Account does not include:

 

a.Estate or trust accounts in which an Access Person has a Beneficial Interest, but over which the Access Person has no direct or indirect influence or control and in which there is no communication with the Access Person with regard to investment decisions prior to execution, subject to approval by Compliance;

 

b.Fully discretionary accounts managed by a registered investment adviser if (a) the Access Person receives permission from Compliance, and (b) there is no communication between the adviser to the account and such person with regard to investment decisions prior to execution; and

 

c.Other accounts over which an Access Person has no direct or indirect influence or control and in which there is no communication with the Access Person with regard to investment decisions prior to execution, subject to approval by Compliance.

 

Political Contribution for purposes of Section M—Political Contributions Policy means, any gift, subscription, loan, advance or deposit of money or anything of value made for: (a) the purpose of influencing any election for federal, state or local office; (b) payment of debt incurred in connection with any such election; or (c) transition or inaugural expenses of a successful candidate for state or local office.

 

Private Placement is a limited offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or section 4(6) or pursuant to rule 504, 505 or 506.

 

PTA is the third party automated personal trade system utilized by Stone Harbor.

 

Related Security is a security whose value is derived from the value of another security such as options, warrants, credit linked notes, credit default swaps and indexed instruments.

 

Stone Harbor Client includes any account, including the Stone Harbor Funds, to which Stone Harbor, or any advisory affiliate, provides investment advice or exercises investment discretion.

 

Last reviewed March 2021

20 

 

APPENDIX A

 

INSIDER TRADING POLICY

 

A.       statement of Policy

 

Federal law requires Stone Harbor Investment Partners LP (“Adviser” or “Stone Harbor”) to take steps to detect, deter and punish the misuse of “inside information” by Access Persons (as defined in the Code of Ethics). Failure to take such steps may subject the Adviser and its management to civil and criminal penalties. This Insider Trading Policy is designed to meet the foregoing requirements. This policy is applicable to all Access Persons, and extends to activities within and outside their duties at Stone Harbor. Every Access Person is required to read this Insider Trading Policy carefully. Each Access Person is required to certify compliance with this Insider Trading Policy. Any questions regarding this Insider Trading Policy should be directed to the General Counsel or CCO.

 

What is “Insider Trading”?

 

The term “insider trading” is not defined in the Federal Securities Laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”). While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

·trading by an insider while in possession of material nonpublic information;

 

·trading by a non-insider while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; and

 

·communicating material nonpublic information to others who are likely to trade, a practice known as “tipping.”

 

The elements of insider trading and the penalties for this unlawful conduct are discussed below. If after reviewing this policy you have any questions, you should consult the CCO.

 

Who is an “Insider”?

 

The concept of “insider” is broad. It includes all Access Persons. In addition, a person can become a “temporary insider” of another company if he or she enters into a special confidential relationship in the conduct of that company’s affairs and as a result is given access to information solely because of that relationship. A temporary insider can include, among others, a financial analyst, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations.

 

  

 

What is “Material” Information?

 

“Material” information, as it relates to securities transactions, is defined generally as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a measurable effect on the price of a company’s securities when it becomes known to the market. Events that are generally considered material include, but are not limited to, changes in projected or actual dividend rates or earnings, stock splits, calls for redemption, mergers and acquisitions, new contracts, products or discoveries, changes in debt ratings, tender offers or public offerings of securities, significant litigation or government investigations, and significant management changes. Material information can consist of current facts or the possibility of future events, such as regulatory actions or possible mergers.

 

Contacts with public companies will sometimes be a part of the Adviser’s research efforts. Persons providing investment advisory services to Stone Harbor Clients may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an Access Person becomes aware of material non-public information. This could happen, for example, if a company’s chief financial officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors.

 

Material information does not have to relate to a company’s business but may be information that affects the market for a security. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the United States Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear and whether those reports would be favorable or not.

 

What is “Non-Public” Information?

 

Information is “non-public” until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in The Wall Street Journal or other publications or general circulation, would be considered public.

 

Material non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as non-public information which must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the “inside” information has yet to be publicly disclosed, the information is deemed “non-public.”

 

What does “On the Basis Of” Mean?

 

Descriptions of insider trading commonly refer to the prohibition of trading “on the basis of” or “using” material non-public information. The Securities and Exchange Commission has stated that it believes someone trades on the basis of material non-public information when he or she trades while aware of the information and that it is non-public. For this reason, this policy prohibits trading when the Adviser is in possession of non-public information.

 

A-2 

 

What are the Penalties for Insider Trading?

 

Penalties for trading on or communicating material nonpublic information are severe, both for the individuals involved in such unlawful conduct and for their employers. A person can be subject to some or all of the penalties listed below even if he or she does not benefit personally from the violation. Penalties include civil injunctions, treble damages, disgorgement of profits, jail sentences, fines of up to three times the profit gained or loss avoided (whether or not the violator actually benefited), fines for the employer or other controlling person of the violator of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided, and temporary or permanent loss of investment adviser registration.

 

In addition to the foregoing civil and criminal penalties, any violation of this policy can be expected to result in serious sanctions by the Adviser, including dismissal of the person(s) involved.

 

B.       Procedures To Implement THE INSIDER Trading Policy

 

The following procedures have been established to aid Access Persons in avoiding insider trading, and to aid the Adviser in preventing, detecting and imposing sanctions against insider trading. Every Access Person must follow these procedures.

 

Identifying Inside Information

 

Before trading for yourself or others in the securities of a company about which you may have potential material nonpublic information, ask yourself the following questions:

 

·Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

 

·Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Wall Street Journal or other publications of general circulation?

 

If, after consideration of the above factors, you believe that the information is material and non-public, or if you have questions as to whether the information is material and non-public, you should take the following steps:

 

·Report the matter immediately to the CCO. As set forth below the CCO will determine whether the securities are to be placed on the “Restricted List.”

 

·Refrain from purchasing or selling the securities on behalf of yourself or others.

 

·Refrain from communicating the information inside or outside the Adviser.

 

A-3 

 

After the matter has been reviewed by the CCO you will be instructed to continue the prohibitions against trading and communications, or you will be permitted to trade and communicate the information, subject to any pre-clearance requirements set forth in the Code of Ethics.

 

Report Insider Trading By Others

 

The Adviser’s executive officers and supervisory personnel are subject to liability for failure to prevent insider trading and are required to take appropriate steps to prevent such violations. Any Access Person who becomes aware of facts indicating past, ongoing or anticipated insider trading by others should immediately report the matter to the CCO and should not approach or confront the individual believed to be involved in insider trading.

 

Resolve Issues Concerning Insider Trading

 

If, after consideration of the explanation set forth in this policy, doubt remains as to whether information is material or nonpublic, or if there are any unresolved questions as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, the matter must be discussed with the CCO before trading or communicating the information to anyone.

 

A-4 

 

 

 

 

  

 

Table of Contents

 

I.   Introduction 4
A. Applicability 5
II.   General Standards of Business Conduct 6
A. Conflicts of Interest 6
B. Protecting Confidential Information 6
C. Insider Trading 6
D. Excess Trading 7
E. Limitation on Trading SS&C Stock 7
III.   Gifts and Entertainment 9
IV.   Other Activities 11
  A. Improper Payments or Rebates 11
  B. Service on a Board of Directors/Outside Business Activities 11
  C. Political Contributions 11
V.   Reporting Requirements 13
A. Covered Securities 13
B. Initial Holdings and Accounts Reports 13
C. Duplicate Statements/Electronic Feeds 14
D. Quarterly Transaction Reports 14
E. Annual Holdings Reports 15
VI.   Access Persons - Restrictions 16
A. Trading Restrictions 16
B. Account Restrictions 16
VII.   Investment Persons - Restrictions 17
A. Trading Restrictions 17
B. Account Restrictions 17
C. Pre-Clearance 18
D. Serving on a Board of Directors 18
VIII.   Sanctions 20
A. Procedures 20
B. Appeals Process 20
IX.   Compliance & Supervisory Procedures 21
A. Prevention of Violations 21
B. Detection of Violations 21
C. Compliance Procedures 21
D. Annual Reports 21
E. Records 22
F. Inspection 22
G. Confidentiality 22
H. The Ethics Committee 22
Appendix A - Broker/Dealers with Electronic Feeds 24
Appendix B - Sub-Advisers to ALPS Advisors, Inc. 25
Appendix C - Glossary of Defined Terms 26

 

 

I.Introduction

 

This Code of Ethics (“Code”) has been adopted by various SS&C ALPS Entities, together and separately referred to as “SS&C ALPS”, including but not limited to:

 

·ALPS Holdings, Inc. (“AHI”)
·ALPS Advisors Inc. (“AAI”)
·Red Rocks Capital, LLC (“Red Rocks”)
·ALPS Distributors, Inc. (“ADI”)
·ALPS Portfolio Solutions Distributor, Inc. (“APSD”)

 

The Code is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”). By adopting and adhering to a code that meets the applicable requirements under the Advisers Act and 1940 Act, it is intended that ALPS employees who are deemed to be Access Persons and/or Investment Persons, will not also be subject to duplicative reporting requirements under various other codes for fund companies for which they may serve as an officer or are otherwise deemed to be an Access Person. However, all such persons should check with each company’s Compliance or Legal representatives to confirm their status.

 

SS&C ALPS and its employees are subject to certain laws, rules and regulations governing personal securities trading, conflicts of interest, treatment of client assets and information, generally prohibiting fraudulent, deceptive or manipulative conduct. The Code is designed to ensure compliance with these. The actual requirements of the Code may vary depending on the employee’s business role of respective subsidiary so care should be taken by each employee to understand how the Code applies to them.

 

Employees who are also registered with the Financial Industry Regulatory Authority (“FINRA”) as a Registered Representative may have additional requirements and/or restrictions in addition to those described herein. Those Registered Representatives should consult their Written Supervisory Procedures for additional requirements.

 

SS&C ALPS and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. The Code is designed to reinforce SS&C ALPS’ reputation for integrity by avoiding even the appearance of impropriety in the conduct of our business. This Code was developed to promote the highest standards of behavior and ensure compliance with applicable laws.

 

Employees are required to promptly report any known violations of the Code to the relevant entity’s Chief Compliance Officer (“CCO” as defined). This includes violations that come to your attention that may have been inadvertent and/or violations that other employees may have committed. The CCO (or a designee) will promptly investigate the matter and take action if needed. There will be no retribution against any employee for making such a report, and every effort will be made to protect the identity of the reporting employee. There may be additional provisions for reporting violations that are covered under applicable policies and employees should make themselves familiar with these policies or consult with the CCO.

 

Employees should be aware that they may be held personally liable for any improper or illegal acts committed during their course of employment, and that “ignorance of the law” is not a defense. SS&C ALPS employees are expected to read the Code carefully and observe and adhere to its guidance at all times. Failure to comply with the provisions of the Code may result in serious sanctions including, but not limited to: disgorgement of profits, termination, personal criminal or civil liability and referral to law enforcement agencies or other regulatory agencies.

 

 

The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of SS&C ALPS in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, they are advised to consult with the CCO. All questions arising in connection with personal securities trading should be resolved in favor of the Client, even at the expense of the interests of employees.

 

The CCO will periodically report to senior management/board of directors of SS&C ALPS and the respective fund boards where SS&C ALPS serves in the capacity of investment adviser and/or distributor to document compliance or non-compliance with this Code. Each employee is responsible for knowing their responsibilities under the Code.

 

A.Applicability

 

SS&C ALPS Employees

This Code is applicable to SS&C ALPS employees (“employee(s)”) as required by the applicable rules, regulations, or as determined by the CCO. This includes full-time, part-time, benefited and non-benefited, officers, directors, exempt and non-exempt personnel. Additionally, new employee’s offer letter will include a copy of the Code of Ethics and a statement advising the individual that they will be subject to the Code of Ethics if they accept the offer of employment. Employees with access to certain information (as described herein) may also be deemed to be “Access Persons” or “Investment Persons and be subject to additional restrictions, limitations, reporting requirements and other policies and procedures.

 

SS&C ALPS employees have an obligation to promptly notify the Administrator of the Code of Ethics if there is a change to their duties, responsibilities or title which affects their reporting status under the code.

 

Family Members and Related Parties

The Code applies to the Accounts of employee’s as specified, their spouse or domestic partner, minor children, immediate family members residing in the same household as the employee (e.g. adult children or parents living at home), and any relative, person or entity for whom the employee directs the investments or securities trading.

 

Contractors and Consultants

SS&C ALPS contractor/consultant/temporary employee contracts may include the Code as an addendum, and each contractor/consultant/temporary employee may be required to sign an acknowledgement that they have read the Code and will abide by it. Certain sections might not be applicable.

 

 

 

II.General Standards of Business Conduct

 

SS&C ALPS employees are subject to and expected to abide by the Code including, but not limited to, the General Standards of Business Conduct and all reporting requirements outlined herein.

 

A.Conflicts of Interest

A conflict of interest is a situation where our personal loyalties or interests may be at odds with those of SS&C ALPS, its subsidiaries, or its clients or where our position at SS&C ALPS affords us improper personal benefits. When determining whether or not a conflict exists, make sure to consider not only your own activities, but also those of your family members and related parties.

 

Employees may not act on behalf of SS&C ALPS or its clients in any Securities Transaction or other transfer or receipt of property, services or benefits involving other persons or organizations where such employee may have any financial or another interest without prior approval from the CCO.

 

B.Protecting Confidential Information

Employees may receive information about SS&C ALPS, its Clients and other parties that, for various reasons, should be treated as confidential. Employees have an obligation to safeguard personal client or fellow employee personal information and material non-public information regarding SS&C ALPS and its Clients. Accordingly, employees may not disclose current portfolio holdings, Fund Transactions, Securities Transactions proxy vote or corporate action made or contemplated, personal client or fellow employee personal information or any other non-public information to anyone outside of SS&C ALPS, without approval from the CCO or the Ethics Committee. SS&C ALPS employees are expected to strictly comply with measures necessary to preserve the confidentiality of the information. Refer to applicable SS&C ALPS and SS&C policies for additional information.

 

C.Insider Trading

The misuse of Material Nonpublic Information, or inside information, constitutes fraud under the securities laws of the United States and many other countries. Anyone aware of Material Nonpublic Information (or inside information) may not trade in, recommend, or in some cases refrain from selling those securities whether directly, through a third party, for a personal account, SS&C ALPS or the account of any SS&C ALPS’ Client.

 

No employee may cause SS&C ALPS or a Client to take action, or to fail to take action, for personal benefit, rather than to benefit SS&C ALPS or such Client. For example, a person would violate this Code by causing a Client to purchase securities owned by the Access Person for the purpose of supporting or increasing the price of that security or by causing a Client to refrain from selling securities in an attempt to protect a personal investment, such as an option on that security.

 

As a general rule, we should consider all information we learn about our clients, proprietary products, SS&C or other companies in the course of our employment to be material nonpublic information unless it has been fully disclosed to the public.

 

In addition, employees must not engage in tipping. Tipping occurs when one individual (the tipper) passes Material Nonpublic information to another (the tippee) under circumstances that suggest the tipper was trying to help the tippee make a profit or avoid a loss in exchange for some benefit to the tipper. The benefit does not have to be pecuniary and could result from a family or personal relationship. In this situation, both the tipper and the tippee may be liable, and this liability may extend to everyone to whom the tippee discloses the information.

 

 

Employees may not engage in “front running,” that is, the purchase or sale of securities for their own accounts on the basis of their knowledge of a Fund’s Transactions or planned Transactions.

 

Trading activity will be monitored by the Administrator of the Code of Ethics for Access and Investment persons as described.

 

D.Excess Trading

While active personal trading may not in and of itself raise issues under applicable laws and regulations, we believe that a very high volume of personal trading can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, an unusually high level of personal trading activity (as determined by SS&C ALPS based on the facts and circumstances) is strongly discouraged. A pattern of excessive trading may lead to the taking of appropriate corrective or restrictive action under the Code.

 

E.Limitation on Trading SS&C Stock

In addition to Insider Trading restrictions, some SS&C stock transactions are prohibited altogether as described below.

 

Prohibited SS&C Stock Transactions

Short sales.

Employees may never engage in a short sale of SS&C’s securities. A short sale is a sale of securities the seller does not own or, if owned, is not delivered against the sale within 20 days (a short sale against the box). Short sales of SS&C’s securities show the seller’s expectation that the securities will decline in value. Therefore, these sales signal to the market that the seller has no confidence in SS&C or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve SS&C’s performance. For these reasons, short sales of SS&C securities are not permitted.

 

Option trades

Employees may not take part in certain option trades that are more profitable as SS&C stock declines in value. Employees may not:

 

·Purchase a put option on SS&C securities
·Write a call option on SS&C securities

 

Hedging transactions

Employees must not enter into hedging transactions, as these transactions may permit the employee to continue to own SS&C securities without the full risks and rewards of ownership. When that occurs, the employee may no longer have the same objectives as other SS&C stockholders. For that reason, employees must not enter into prepaid variable forward contracts, equity swaps, collars and exchange funds or other similar hedging or monetization transactions involving SS&C stock.

 

Margin accounts and pledges

Holding or pledging SS&C securities as collateral in margin accounts are not permitted.

 

Blackout Period

Certain employees may be restricted from buying or selling shares of SS&C during specified blackout periods or required to pre-clear transactions of SS&C shares. If either or both restrictions apply, employees will be contacted directly by SS&C regarding the restrictions and when blackout periods occur.

 

Pre-Clearances

Certain employees may be subject to the pre-clearance requirements as outlined in the SS&C Securities Transactions Policy. These employees will be notified by SS&C regarding their reporting obligations.

 

Permitted SS&C Stock Transactions

The prohibitions set forth above do not apply to the following (each, a "Permitted Transaction”):

 

·for SS&C stock options or equity awards that would otherwise expire, exercises of such options and awards and the surrender of shares to SS&C in payment of the exercise price or in satisfaction of any tax withholding obligations (in each case in a manner permitted by the applicable equity award agreement); provided, however, that the securities so acquired may not be sold (either outright or in connection with a "cashless" exercise transaction through a broker) while the director or employee is aware of material non-public information or during a Blackout Period; and
·bona fide gifts, unless the person making the gift has reason to believe that the recipient intends to sell the securities while the director or employee is aware of material non-public information or during a Blackout Period.

 

 

III.Gifts and Entertainment

 

Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients’ independent business judgment. Therefore, SS&C ALPS has established reasonable limits and procedures relating to the giving and receiving of Gifts and Entertainment.

 

SS&C ALPS employees are required to follow the standards below regarding the acceptance or giving of gifts and entertainment with respect to all Business Partners. Every circumstance where gifts or entertainment may be given or received may not be listed below however, employees are expected to avoid any gifts or entertainment that:

 

·Could create an apparent or actual conflict,
·Is excessive or would reflect unfavorably on ALPS or its Clients, or
·Would be inappropriate or disreputable nature.

 

A Gift is anything of value that is given with the intent to foster a legitimate business relationship. Gifts can include merchandise such as wine, gift baskets, or tickets if the giver does not attend.

 

Entertainment is a meeting, meal or other activity where both you and the business partner are present and have the opportunity to discuss business or any participant’s employer bears the cost. It does not include events that have been organized by SS&C ALPS directly, such as receptions following an industry gathering or multi-client entertainment. If the Business Partner will not be present for the event it will be considered a gift.

 

A Business Partner, for the purpose of this Code, includes all current Clients and vendors with which ALPS Holdings conducts business, any potential clients or vendors with whom SS&C ALPS could engage in business with, any registered broker/dealers, and any firms under contract to do business with ALPS Holdings or our subsidiaries.

 

The Value of any Gifts or Entertainment given or received must be the greater of cost or market value. If the cost or market value is not easily determined an employee can estimate the approximate value or request further guidance from the CCO or designee.

 

All Disclosures of applicable gifts or entertainment must be disclosed via the Gifts Request Form found on SchwabCT.com. Unless otherwise indicated, this should be done on a quarterly basis along with regular quarterly Code requirements. Some Gifts or Entertainment may require prior approval

 

All Approvals, unless otherwise indicated, must come from the appropriate CCO or designee. Due to the nature of gift-giving and the impromptu nature of some Entertainment, approval for SS&C ALPS employees accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment. If a gift request is not approved and returning or rejecting the item would negatively affect the business relationship the gift should be turned over to the CCO. The gift will then be donated to a charity of the Ethics Committee’s choosing.

 

 

 

Gifts to be Given/Received by

SS&C ALPS Employees

Approval/Disclosure Required
Cash or Cash Equivalent Prohibited from giving or receiving
Gifts received from the same Business Partner which would aggregate less than $100/twelve months Quarterly disclosure required, no approval required
Gifts received from the same Business Partner which would aggregate equal/more than $100/twelve months Approval required, Quarterly disclosure required, strictly prohibited for FINRA registered reps
Promotional gifts such as those that bear a logo valued less than $50 Quarterly disclosure not required, approval not required
Gifts given to or received by a wide group of recipients (e.g. gift basket to a department) that are reasonable in nature Quarterly disclosure not required, approval not required
Gifts given on behalf of ALPS Holdings or its subsidiaries (from an ALPS budget) Indication of who received the gift must be included via regular expense reports, gifts must be reasonable in nature
Gifts of any value given or received by Investment Persons (as defined in Glossary) to or from a broker/dealer Must be pre-cleared with their immediate supervisor and the CCO (or designee)

 

 

Entertainment provided by and for

SS&C ALPS employees

Approval/Disclosure Required
Entertainment provided on behalf of ALPS or its subsidiaries (from an ALPS budget) valued at $500 or less per person per event Indication of who was present must be included via expense reports

Entertainment provided to an ALPS employee, other than an Investment Person, at $500 or less per person per event *

 

*Entertainment provided to an Investment Person at $250 or less per person per event from anyone other than a broker/dealer

Quarterly disclosure required (excluding entertainment of de minimis value - below approx. $50), no approval required
Entertainment provided on behalf of ALPS or its subsidiaries (from an ALPS budget) valued at equal/more than $500 per person per event Typically not allowed, Approval required, Indication of who was present must be included via expense reports
Entertainment provided to an ALPS employee at equal/more than $500 per person per event Typically not allowed, Approval required, Quarterly disclosure required
Attendance and participation at industry sponsored events No approval required, no disclosure required
Entertainment of any value given or received by Investment Persons (as defined on page 5) to or from a broker/dealer Must be pre-cleared with their immediate supervisor and the CCO (or designee)

 

 

IV.Other Activities

 

A.Improper Payments or Rebates

Associates must not offer or receive gratuities, bribes, kickbacks, or improper rebates from public officials, officials of foreign governments, competitors or suppliers.

 

Pursuant to the Foreign Corruption Practices Act (“FCPA”), employees are prohibited from making or offering to make any payment to or for the benefit of any Foreign Official if the purpose of such payment is to improperly influence or induce that Foreign Official to obtain or retain business for the company (a so-called bribe or kickback). All payments, whether large or small, are prohibited if they are, in essence, bribes or kickbacks, including:

 

·cash payments
·gifts
·entertainment
·services
·amenities

 

If an employee is unsure about whether they are being asked to make an improper payment, they should not make the payment. Employees must promptly report to the CCO any request made by a Foreign Official for a payment that would be prohibited under the guidelines set above and any other actions taken to induce such a payment. If you have any questions or need any guidance, please contact the CCO.

 

B.Service on a Board of Directors/Outside Business Activities

SS&C ALPS employees are required to comply with the following provisions:

 

·Employees are to avoid any business activity, outside employment or professional service that competes with SS&C ALPS or conflicts with the interests of SS&C ALPS or its Clients.
·An employee is required to obtain the approval from the CCO, or designee, prior to becoming an employee, director, officer, partner, sole proprietor of a “for profit” organization, or otherwise compensated by an entity outside of SS&C ALPS. The request for approval should disclose the name of the organization, the nature of the business, whether any conflicts of interest could reasonably result from the association, whether fees, income or other compensation will be earned and whether there are any relationships between the organization and SS&C ALPS.
·Employees may not accept any personal fiduciary appointments such as administrator, executor or trustee other than those arising from family or other close personal relationships.
·Employees may not use ALPS resources, including computers, software, proprietary information, letterhead and other property in connection with any employment or other activity outside SS&C ALPS.
·Employees must disclose a conflict of interest or the appearance of a conflict with SS&C ALPS or Clients and discuss how to control the risk.

 

When completing the quarterly Code requirements, employees may be asked to disclose all outside affiliations. Any director/trustee positions with public companies or companies with the potential to become public are prohibited without prior written approval of the CCO or designee.

 

C.Political Contributions

All political activities of employees must be kept separate from employment and expenses may not be charged to SS&C ALPS. Employees may not use ALPS facilities for political campaign purposes.

 

10 

 

Any employees who are deemed Covered Associates are required to comply with the provisions under Rule 206(4)-5 of the Advisers Act as well as the Political Contributions Policy within AAI’s Compliance Program. Spouses and household family members of each Covered Associate are also subject to the provisions under Rule 206(4)-5 and this Political Contribution Policy, including pre-approval and reporting requirements.

 

Covered Associates are prohibited from making political contributions on behalf of AAI or individually in their capacity as a covered associate unless their contribution is within the de minimis exception. The de minimis exception permits contributions according to the following guidelines:

 

·Up to $350 per candidate per election cycle, to incumbents or candidates for whom they are eligible to vote
·Up to $150 per candidate per election cycle, to other incumbents or candidates

 

Covered Associates will be required to obtain a pre-approval for all political contributions, including but not limited to those noted above.

 

On a quarterly basis, the CCO, or designee, will request a reporting of political contributions during the previous quarter by all Covered Associates. The reporting should include contributions by spouses, household family members and all contributions by other parties (lawyers, affiliated companies, acquaintances, etc.) directed by the Covered Associate. The report should include the individual or election committee receiving the contribution, the office for which the individual is running, the current elected office held, if any, the dollar amount of the contribution or value of the donated item and whether or not the Covered Associate is eligible to vote for the candidate. The Covered Associate report must be completed within 30 days of each quarter end so that if an inadvertent political contribution (of $350.00 or less) has been made to an official for whom the Covered Associate is not entitled to vote, the contributor may be required to request the return of the contribution in order to avoid the two year compensation ban against AAI.

 

 

11 

 

V.Reporting Requirements

 

Access Persons and Investment Persons (“Person” or “Persons”), as defined in the subsequent sections, are subject to the following Initial, Quarterly and Annual Reporting requirements unless specifically exempted by Rule 204A-1 or 17j-1. Such Persons are required to disclose any account in which securities transactions can be effected and in which the Person has a beneficial interest (as further defined in Appendix C).

 

A.Covered Securities

All Covered Securities are subject to the reporting requirements of the Code. Covered Securities will include all Securities as well as all Proprietary Products, any equivalents in local non-US jurisdictions, single stock futures, and both the U.S. Securities and Exchange Commission ("SEC"), and Commodity Futures Trading Commission (“CFTC”) regulated futures. For purposes of the Code, Securities shall have the meaning set forth in Section 2(a)(36) of the 1940 Act. This definition of Security includes, but is not limited to:

 

·Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement,
·Any put, call, straddle, option or privilege on any Security or on any group or index of Securities,
·Any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency,
·Any exchange-traded vehicle (including, but not limited to, closed-end mutual funds, exchange-traded notes and exchange-traded funds),
·Any commodity contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. Including but not limited to futures contracts on equity indices,
·Any derivative of a Security

 

The following securities/assets are exempt from the reporting requirements:

 

·Transactions made in an account where the employee, pursuant to a valid legal instrument, has given full investment discretion to an unaffiliated/unrelated third party
·Direct Obligations of any government of the United States;
·Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
·Investments in dividend reinvestment plans;
·Variable and fixed insurance products;
·Non Proprietary Product open-end mutual funds;
·Qualified tuition programs pursuant to Section 529 of the Internal Revenue Code;
·Cryptocurrency assets/accounts; and
·Accounts that are strictly limited to any of the above transactions.

 

B.Initial Holdings and Accounts Reports

Within ten (10) calendar days of being designated as, or determined to be, an Access Person or Investment Person (which may be upon hire), each Person must disclose all broker, dealer or bank accounts in which any Covered Securities are held, including any Managed Accounts.

 

In addition, all Persons must provide a statement of all Covered Securities holdings, and the information must be current as of a date no more than 45 days prior to the date of the person becoming an Access or Investment Person.

12 

 

More specifically, each such Person must provide the following information:

 

·The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect Beneficial Ownership when the person became an employee;
·The name of any financial institution with whom the employee maintained an account in which any securities were held for the direct or indirect benefit of the employee as of the date the person became an employee; and
·The date the report is submitted by the employee.

 

C.Duplicate Statements/Electronic Feeds

All new employees and any new account(s) opened by existing employees after April 1, 2015 shall be limited to the financial institutions listed in Appendix A – Broker/Dealers with Electronic Feeds of the Code.

 

If an account is held with a financial institution that does not supply electronic feeds to SS&C ALPS, new employees who are deemed an Access or Investment Person will have 30 calendar days to close or transfer the existing account and are asked to only open an account with a firm listed in Appendix A of the Code.

 

Existing employees hired prior to April 1, 2015, who are deemed an Access or Investment Person, with existing accounts can maintain those accounts and continue satisfying their quarterly reporting requirements in the system as they have in the past. However, existing employees will only be allowed to open any new accounts with financial institutions listed in Appendix A of the Code.

 

D.Quarterly Transaction Reports

Each Access and Investment Person is required to submit quarterly his/her Quarterly Securities Report within thirty (30) calendar days of each calendar quarter end. If no transactions were executed or if transactions were exempt from reporting, this should be noted on the quarterly report.

 

Specific information to be provided includes:

 

i.With respect to any Securities Transaction during the quarter in a Covered Security in which any employee had any direct or indirect beneficial ownership:

 

·The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved;
·The nature of the transaction, (i.e., purchase, sale, or other type of acquisition or disposition);
·The price of the Security at which the transaction was effected;
·The name of the financial institution with or through which transaction was effected; and
·The date that the report is submitted by the employee.

 

ii.With respect to any account established by the Access or Investment Person in which any securities were held during the quarter for the direct or indirect benefit of the Person:

 

·The name of the financial institution with whom the employee established the account;
·The date the account was established; and
·The date the report is submitted by the employee.

 

13 

 

Exceptions 

i.Automatic Investment Plans – Transactions need not be reported in the Quarterly Securities Report but holdings in Covered Securities are subject to the annual holdings reporting requirement discussed in the subsequent section.
ii.Managed Accounts Securities Transactions in accounts in which the Person has no direct or indirect influence or control are not required to be reported. Persons that have Managed Accounts managed by an immediate family member are not exempt and still subject to the requirements under this Section V.
iii.Other “No Knowledge” Transactions – This includes Securities Transactions in which the Person has no knowledge of the transaction before it is completed (i.e., Securities Transactions effected for Persons by a trustee of a blind trust or automated adviser without the Person’s input or approval).

 

E.Annual Holdings Reports

Each Access and Investment Person is required to submit annually (i.e., once each and every calendar year) a list of applicable holdings, which is current as of a date no more than forty five (45) calendar days before the report is submitted. In addition, each employee is required to certify annually that they has reviewed and understands the provisions of the Code.

 

Specific information to be provided includes:

 

·The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect beneficial ownership;
·The name of any financial institution with whom the employee maintains an account in which any securities are held for the direct or indirect benefit of the employee; and
·The date that the report is submitted by the employee.

 

 

14 

 

VI.Access Persons - Restrictions

 

A.Trading Restrictions

 

Initial Public Offering (“IPO”) - Access Persons are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (“IPO”). Exceptions may be made with prior written disclosure to and written approval from the CCO, whereby an Access Person could acquire shares in an IPO of his/her employer.

 

Initial Coin Offerings (“ICOs”) – Access persons are prohibited in participating in ICOs or any similar offerings of tokens. Exceptions may be made with prior written disclosure to and written approval from the CCO.

 

Limited or Private Offerings - Access Persons are prohibited from purchasing securities in a private offering unless the purchase is approved in writing by the CCO. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

 

Investment Clubs - Access Persons are prohibited from participating in investment clubs unless such membership is approved in writing by the CCO. An investment club is any group of people who pool their money to make joint or group investments.

 

Short-Term Trading - Access Persons are prohibited from the purchase and sale or sale and purchase of the same Proprietary Products within a sixty (60) calendar day holding period (ALPS is the investment Adviser).

 

Blackout Period – Blackout periods may be determined and established by the CCO. Any such periods will be communicated to all affected persons as necessary.

 

B.Account Restrictions

 

Managed Accounts – Access Persons are restricted from establishing an external Managed Account (also referred to as a discretionary account) with any adviser that conducts business with ALPS Advisors, Inc. See Appendix B for a list of advisers that work with AAI.

 

 

15 

 

VII.Investment Persons - Restrictions

 

A.Trading Restrictions

 

Initial Public Offering (“IPO”) - Investment Persons are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (“IPO”). Exceptions may be made with prior written disclosure to and written approval from the CCO, whereby an Investment Person could acquire shares in an IPO of his/her employer.

 

Initial Coin Offerings (“ICOs”) – Investment persons are prohibited in participating in ICOs or any similar offerings of tokens. Exceptions may be made with prior written disclosure to and written approval from the CCO.

 

Limited or Private Offerings - Investment Persons are prohibited from purchasing securities in a private offering unless the purchase is approved in writing by the CCO. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

 

Investment Clubs - Investment Persons are prohibited from participating in investment clubs unless such membership is approved in writing by the CCO. An investment club is any group of people who pool their money to make joint or group investments.

 

Options - Investment Persons are not prohibited from buying or selling options on Covered Securities, however all other trading restrictions such as limitations on short-term and excess trading and pre-clearance apply to Investment Persons buying, selling or exercising options.

 

Short-Term Trading - Investment Persons are prohibited from the purchase and sale or sale and purchase of the same Covered Securities within thirty (30) calendar days. In addition, all Proprietary Products are subject to a sixty (60) calendar day holding period (ALPS is the investment Adviser). Non-Proprietary exchange-traded funds are not subject to this requirement.

 

Blackout Period – Blackout periods may be determined and established by the CCO. Any such periods will be communicated to all affected persons as necessary.

 

Shorting of Securities - Investment Persons are not prohibited from the practice of short selling securities, however all other trading restrictions such as limitations on short-term and excess trading and pre-clearance apply to Investment Persons shorting of securities.

 

Restricted List - Investment Persons of Red Rocks Capital, LLC (“Red Rocks”) may not purchase or sell any security that Red Rocks holds or is being considered for purchase or sale by the Red Rocks Research Department for any account in which they have any beneficial interest. The list of Restricted Securities (the “Restricted List”) includes the Red Rocks Listed Private EquitySM Universe of securities and their subsidiaries.

 

B.Account Restrictions

 

Managed Accounts – Investment Persons are restricted from establishing an external Managed Account (also referred to as a discretionary account) with any adviser that conducts business with AAI. See Appendix B for a list of advisers that work with AAI. See Appendix B for a list of advisers that work with AAI.

 

16 

 

C.Pre-Clearance

 

Unless the investment transaction is exempted from pre-clearance requirements all Investment Persons must request and receive pre-clearance prior to engaging in the purchase or sale of a Covered Security.

 

Pre-clearance approval is only good until midnight local time of the day after approval is obtained. “Good-till-Cancelled” orders are not permitted. “Limit” orders must receive pre-clearance every day the order is open.

 

As there could be many reasons for pre-clearance being granted or denied, Investment Persons should not infer from the pre-clearance response anything regarding the security for which pre-clearance was requested.

 

Exempted Securities/Transactions

Pre-clearance by Investment Persons is not required for the following transactions:

 

·Transactions that meet the de minimis exception (defined below);
·Transactions made in an account where the employee, pursuant to a valid legal instrument, has given full investment discretion to an unaffiliated/unrelated third party;
·Purchases or sales of direct obligations of the government of the United States or other sovereign government or supra-national agency, high quality short-term debt instruments, bankers acceptances, certificates of deposit (“CDs”), commercial paper, repurchase agreements;
·Automatic investments in programs where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance);
·Investments in dividend reinvestment plans;
·Exercised rights, warrants or tender offers;
·General obligation municipal bonds;
·Transactions in Employee Stock Ownership Programs (“ESOPs”);
·Securities received via a gift or inheritance
·Transactions in cryptocurrencies; and
·Non-Proprietary Product open-end mutual funds.

 

De Minimis Exception

A De Minimis transaction is a personal trade that meets the following conditions: (a) less than $25,000; and (b) is made with no knowledge that a Client Fund have purchased or sold the Covered Security, or the Client Fund or its investment adviser considered purchasing or selling the Covered Security.

 

Notwithstanding the foregoing, transactions that fall under the de minimis exception should not be so frequent and repetitive in nature that in totality the transactions appear to be improperly avoiding the intent of the de minimis exception. The CCO may require an Investment Person to pre-clear transactions regardless of if the transaction falls under the de minimis exception should the CCO deem reasonable and appropriate. Further, transactions effected pursuant to the de minimis exception remain subject to reporting requirements of the Code.

 

D.Serving on a Board of Directors

 

Investment Personnel may not serve on the board of directors of a publicly traded company without prior written authorization from the Ethics Committee. No such service shall be approved without a finding by the Ethics Committee that the board service would be consistent with the interests of Clients.

 

If board service is authorized by the Ethics Committee, in some instances, it may be required that the Investment Personnel serving as a Director may be isolated from making investment decisions with respect to the company involved through the use of information barriers, firewalls, or other procedures.

 

17 

 

VIII.Sanctions

 

A.Procedures

 

Upon discovering a violation of this Code by an employee, family member, or related party sanctions as deemed appropriate may be imposed. Including, but not limited to, the following:

 

A written warning with a copy provided to the employee’s direct report;

 

·Monetary fines and/or disgorgement of profits when an employee profits on the trading of a security deemed to be in violation of the Code;
·Suspension of the employment;
·Termination of the employment; or
·Referral to the SEC or other civil regulatory authorities determined by ALPS.

 

Violations and proposed sanctions will be documented by the Administrator of the Code of Ethics and will be submitted to the CCO for review and approval. In some cases, the Code of Ethics Committee may assist in determining the materiality of the violation and appropriate sanctions. Records of all reviews are the responsibility of and will be maintained by the Administrator of the Code of Ethics.

 

In determining the materiality of the violation, among other considerations, the CCO may review:

 

·Indications of fraud, neglect or indifference to Code of Ethics provisions;
·Evidence of violation of law, policy or guideline;
·Frequency of repeat violations;
·Level of influence of the violator; and
·Any mitigating circumstances that may exist.

 

In assessing the appropriate penalties, other factors considered may include:

 

·The extent of harm (actual or potential) to client interests;
·The extent of personal benefit or profit;
·Prior record of the violator;
·The degree to which there is a personal benefit or perceived benefit from unique knowledge obtained through employment with ALPS;
·The level of accurate, honest and timely cooperation from the violator; and
·Any mitigating circumstances that may exist.

 

B.Appeals Process

 

If an employee decides to appeal a sanction, they should contact the Administrator of the Code of Ethics who will refer the issue to the CCO for review and consideration. Any appeals submitted by an employee will be kept along with records of the violation and actions taken.

 

 

18 

 

IX.Compliance & Supervisory Procedures

 

The CCO, or designee, is responsible for implementing supervisory and compliance review procedures. Supervisory procedures can be divided into two classifications: prevention of violations and detection of violations. Compliance review procedures include preparation of special and annual reports, record maintenance and review, and confidentiality preservation.

 

A.Prevention of Violations

 

To prevent violations of the Rules, the CCO or designee should, in addition to enforcing the procedures outlined in the Rules:

 

1.Review and update the procedures as necessary, at least once annually, including but not limited to a review of the Code by the CCO, the Code of Ethics Committee and/or counsel;
2.Answer questions regarding the Code;
3.Request from all persons upon commencement of services, and annually thereafter, any applicable forms and reports as required by the procedures;
4.Identify all Access Persons and Investment Persons, and notify them of their responsibilities and reporting requirements;
5.With such assistance from the Human Resources Department as may be appropriate, maintain a continuing education program consisting of the following:
·Orienting employees who are new to ALPS and the Rules; and
·Continually educating employees by distributing applicable materials and offering training to employees on at least an annual basis.

 

B.Detection of Violations

 

To detect violations of these procedures, the CCO, or designee, should, in addition to enforcing the policies, implement procedures to review holding and transaction reports, forms and statements relative to applicable restrictions, as provided under the Code.

 

C.Compliance Procedures

 

Reports of Potential Deviations or Violations

Upon learning of a potential deviation from or violation of the policies, the CCO shall either present the information at the next regular meeting of the Code of Ethics Committee or conduct a special meeting. The Code of Ethics Committee shall thereafter take such action as it deems appropriate (see Penalty Guidelines).

 

D.Annual Reports

 

The CCO shall prepare a written report to the Code of Ethics Committee and Senior Management at least annually. The written report shall include any certification required by Rule 17j-1. This report shall set forth the following information:

 

·Copies of the Code, as revised, including a summary of any changes made since the last report;
·Identification of any material issues including material violations requiring significant remedial action since the last report;
·Identification of any immaterial violations as deemed appropriate by the CCO;
·Identification of any material conflicts arising since the last report; and
·Recommendations, if any, regarding changes in existing restrictions or procedures based upon experience under these Rules, evolving industry practices, or developments in applicable laws or regulations.

 

19 

 

E.Records

 

ALPS shall maintain the following records:

 

·A copy of this Code and any amendment thereof which is or at any time within the past five years has been in effect;
·A record of any violation of this Code, or any amendment thereof, and any action taken as a result of such violation;
·Files for personal securities account statements, all reports and other forms submitted by employees pursuant to these Rules and any other pertinent information;
·A list of all persons who are, or have been, required to submit reports pursuant to this Code;
·A list of persons who are, or within the last five years have been responsible for, reviewing transaction and holdings reports; and
·A copy of each report produced pursuant to this Code.

 

F.Inspection

 

The records and reports maintained by SS&C ALPS pursuant to the Rules shall at all times be available for inspection, without prior notice, by any member of the Code of Ethics Committee.

 

G.Confidentiality

 

All procedures, reports and records monitored, prepared or maintained pursuant to this Code shall be considered confidential and proprietary to ALPS and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than to members of the Code of Ethics Committee or as requested.

 

H.The Code of Ethics Committee

 

The purpose of this section is to describe the Code of Ethics Committee. The Code Of Ethics Committee was created to provide an effective mechanism for monitoring compliance with the standards and procedures contained in the Rules and to take appropriate action at such times as violations or potential violations are discovered.

 

Membership

The Committee consists of the Chief Compliance Officer(s) of ALPS Portfolio Solutions Distributor, Inc., ALPS Distributors, Inc., and ALPS Advisors, Inc., the Human Resources Director of SS&C ALPS, the President(s) of ALPS Fund Services, Inc., ALPS Advisors, Inc., ALPS Portfolio Solutions Distributor, Inc. and ALPS Distributors, Inc., SS&C ALPS General Counsel.

 

The CCO currently serves as the Chairperson of the Committee, where the role of CCO for covered legal entities is held by multiple individuals, they shall service as Co-Chairpersons of the Committee. The composition of the Committee may be changed from time-to-time and the Committee may seek input of other employees concerning matters related to this Code as they deem appropriate.

 

The Committee may also appoint a non-voting Administrator of the Code and/or Secretary, responsible for day to day implementation and oversight of the Code and the Committee.

 

Committee Meetings

The Committee shall meet approximately every six months, or as often as necessary, to review operation of this Code and to consider technical deviations from operational procedures, inadvertent oversights or any other potential violation of the Rules. Deviations alternatively may be addressed by including them in the employee’s personnel records maintained by SS&C ALPS. Committee meetings are primarily intended for consideration of the general operation of the compliance procedures as well as for substantive or serious departures from the standards and procedures in the Rules.

 

20 

 

Other persons may attend a Committee meeting, at the discretion of the Committee, as the Committee shall deem appropriate. Any individual whose conduct has given rise to the meeting may also be called upon, but shall not have the right, to appear before the Committee. It is not required that minutes of Committee meetings be maintained; in lieu of minutes the Committee may issue a report describing any action taken. The report shall be included in the confidential file maintained by the CCO with respect to the particular employee whose conduct has been the subject of the meeting.

 

If a Committee member has committed, or is the subject of, a violation, they shall not be considered a voting member of the Committee or be involved in the review or decisions of the Committee with respect to his or her activities, or sanctions.

 

Special Discretion

The Committee shall have the authority by unanimous action to exempt any person or class of persons or transaction or class of transactions from all or a portion of the Rules provided that:

 

·The Committee determines, on advice of counsel, that the particular application of all or a portion of the Code is not legally required;
·The Committee determines that the likelihood of any abuse of the Code by such exempted person(s) or as a result of such exempted transaction is remote;
·The terms or conditions upon which any such exemption is granted is evidenced in writing; and
·The exempted person(s) agrees to execute and deliver to the CCO, at least annually, a signed Acknowledgment Form, which Acknowledgment shall, by operation of this provision, describe such exemptions and the terms and conditions upon which it was granted.

 

The Committee shall also have the authority by unanimous action to impose such additional requirements or restrictions as it, in its sole discretion, determines appropriate or necessary, as outlined in the Sanctions Guidelines.

 

Any exemption, and any additional requirement or restriction, may be withdrawn by the Committee at any time (such withdrawal action is not required to be unanimous).

 

 

21 

 

Appendix A – Approved Broker/Dealers with Electronic Feeds

 

·Ameriprise
·Charles Schwab
·Chase Investment Services
·Edward Jones
·E*Trade
·Fidelity
·Goldman Sachs
·Interactive Brokers
·JP Morgan
·Merrill Lynch
·Morgan Stanley
·OptionsXpress
·Raymond James
·RBC Capital Markets
·Stifel Nicolaus
·TD Ameritrade
·UBS
·Vanguard
·Wells Fargo

 

Updated: September 1, 2021

 

22 

 

Appendix B - Sub-Advisers to ALPS Advisors, Inc.

 

·Aristotle Capital Management, LLC
·Clough Capital Partners, LP
·CoreCommodity Management, LLC
·Congress Asset Management Company
·Fiduciary Management, Inc.
·GSI Capital Advisors, LLC
·Kotak Mahindra (UK) Limited
·Morningstar Investment Management LLC
·Principal Real Estate Investors, LLC
·Pzena Investment Management, LLC
·Red Rocks Capital, LLC
·RiverFront Investment Group, LLC
·RiverNorth Capital Management, LLC
·Smith Capital Investors, LLC
·Sustainable Growth Advisers, LP
·TCW Investment Management Company
·Weatherbie Capital, LLC

 

Updated: September 1, 2021

 

23 

 

Appendix C - Glossary of Defined Terms

 

Access Person - Any Director, Trustee, Officer, Partner, Investment Person, or Employee of ALPS Holdings Inc. and its subsidiaries, who:

 

·has access to non-public information regarding any Clients’ Transactions, or non-public information regarding the portfolio holdings of any fund(s) of a Client or any SS&C ALPS fund(s) or fund(s) of a subsidiary;
·is involved in making Securities Transactions recommendations to Clients, or has access to such recommendations that are non-public;
·in connection with his or her regular functions or duties, makes, participates in or obtains information regarding a Fund’s Transactions or whose functions relate to the making of any recommendations with respect to a Fund’s Transactions;
·obtains information regarding a Fund’s Transactions or whose functions relate to the making of any recommendations with respect to a Fund’s Transactions; or
·any other person designated by the CCO or the Ethics Committee has having access to non-public information.

 

Account - Any accounts in which Securities (as defined below) transactions can be effected including:

 

·any accounts held by any employee;
·accounts of the employee’s immediate family members (any relative by blood or marriage) living in the employee’s household or is financially dependent;
·accounts held by any other related individual over whose account the employee has discretionary control;
·any other account where the employee has discretionary control and materially contributes; and
·any account in which the employee has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion.

 

Administrator of the Code of Ethics – Designee(s) by the Chief Compliance Officer tasked with assisting in the oversight of SS&C ALPS’ Code of Ethics and all applicable restrictions and requirements.

 

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

 

Beneficial Ownership - For purposes of the Code, “Beneficial Ownership” shall be interpreted in the same manner as it would be in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 ("Exchange Act") in determining whether a person is subject to the provisions of Section 16 under the Exchange Act and the rules and regulations there under.

 

Generally speaking, beneficial ownership encompasses those situations where the beneficial owner has the right to enjoy some economic benefits which are substantially equivalent to ownership regardless of who is the registered owner. This would include, but is not limited to:

 

·securities which a person holds for his or her own benefit either in bearer form, registered in his or her own name or otherwise, regardless of whether the securities are owned individually or jointly;
·securities held in the name of a member of his or her immediate family sharing the same household;
·securities held by a trustee, executor, administrator, custodian or broker;
·securities owned by a general partnership of which the person is a member or a limited partnership of which such person is a general partner;
·securities held by a corporation which can be regarded as a personal holding company of a person; and
·securities recently purchased by a person and awaiting transfer into his or her name.

 

24 

 

Chief Compliance Officer (“CCO”) - The CCO refers as appropriate to Matthew Sutula, so designated as CCO by AAI, and Stephen Kyllo, CCO of ADI, APSD and AFS, or the designated Administrator of the Code of Ethics. The CCO may designate additional individuals, where appropriate, to operate in the capacity of the CCO as outlined in this Code of Ethics.

 

Covered Associate – Any employee that is required to comply with the provisions under Rule 206(4)-5 of the Advisers Act as well as the Political Contributions Policy within AAI’s Compliance Program. A person is generally considered to be a covered associate for these purposes:

 

·if they are a President, managing director, VP in charge of a business unit and any other employee who performs a policy-making function of ALPS Advisors, Inc. (“AAI”);
·if they are an employee who solicits a government entity for AAI and such employee’s direct or indirect supervisor;
·a political action committee controlled by AAI or by any of AAI’s covered associates; or
·any other AAI employee so designated by the CCO of AAI.

 

Covered Securities – For purposes of the Code, “Covered Securities” will include all Securities (as defined below) as well as all Proprietary Products (as defined below) or any equivalents in non-US jurisdictions, single stock futures or swap, security based swap and security futures products regulated by both the U.S. Securities and Exchange Commission ("SEC") and Commodity Futures Trading Commission (“CFTC”).

 

Employee Employees of ALPS Holdings, Inc. and its subsidiaries, including directors, officers, partners of AAI (or other persons occupying similar status), any temporary worker, contractor, or independent contractor as designated by the CCO or the Ethics Committee.

 

Financial Institution – Any broker, dealer, trust company, registered or unregistered pooled investment or trading account, record keeper, bank, transfer agent or other financial firm holding and/or allowing securities transactions in Covered Securities.

 

Foreign Official – the term “Foreign Official” includes:

 

·government officials;
·political party leaders;
·candidates for office;
·employees of state-owned enterprises (such as state-owned banks or pension plans); and
·relatives or agents of a Foreign Official if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.

 

Fund Transactions – For purposes of the Code, “Fund Transactions” refers to any transactions of a fund itself. It does not include “Securities Transactions” of an employee (Securities Transactions are defined below).

 

Investment Persons – “Investment Person” shall mean any Access Person (within ALPS) who makes investment decisions for AAI or Clients, who provides investment related information or advice to portfolio managers, or helps to execute and/or implement a portfolio manager’s decisions. This typically includes for example, portfolio managers, portfolio assistants, traders, and securities analysts.

 

Managed Account – An account where:

 

·The employee has a direct or indirect beneficial interest; and
·The employee does not exercise discretionary control or influence over the selection or transaction of Covered Securities.

 

25 

 

Material Nonpublic Non-public Information – Any information that has not been publicly disseminated, or that was obtained legitimately while acting in a role of trust or confidence of an issuer or that was obtained wrongfully from an issuer or such person acting in a role of trust or confidence that a reasonable investor would consider important in making a decision to buy, hold or sell a company’s securities. Regardless of whether it is positive or negative, historical or forward looking, any information that a reasonable investor could expect to affect a company’s stock price. Material Nonpublic Non-public Information could include, but is not limited to:

 

·projections of future earnings or losses;
·news of a possible merger, acquisition or tender offer;
·significant new products or services or delays in new product or service introduction or development;
·plans to raise additional capital through stock sales or otherwise;
·the gain or loss of a significant customer, partner or supplier;
·discoveries, or grants or allowances or disallowances of patents;
·changes in management;
·news of a significant sale of assets;
·impending bankruptcy or financial liquidity problems; or
·changes in dividend policies or the declaration of a stock split.

 

Portfolio Securities – Securities held by accounts (whether registered or private) managed or serviced by SS&C ALPS.

 

Proprietary Products – Any funds (open-end, closed-end, Exchange-Traded Funds) where SS&C ALPS is the investment adviser. A list will be made available to employees on a quarterly basis.

 

Registered Representative – The term “Registered Representative” as used within this Code, refers to an employee who holds a securities license, and is actively registered, with FINRA.

 

Restricted Accounts – Employees are restricted from establishing external managed accounts (also referred to as a discretionary account) with any adviser that conducts business with AAI. A managed account is defined as an investment account that is owned by an individual investor but is managed by a hired professional money manager. Investment in a hedge fund is not deemed to be managed account. See Appendix B for a list of advisers that work with AAI.

 

Securities – For purposes of the Code, “Security” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act. This definition of “Security” includes, but is not limited to: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement, any put, call, straddle, option or privilege on any Security or on any group or index of Securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, any exchange-traded vehicle (including, but not limited to, closed-end mutual funds, exchange-traded notes and exchange-traded funds). Further, for the purpose of the Code, “Security” shall include any commodity contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices. For purposes of the Code, any derivative of a “Security” shall also be considered a Security.

 

“Security” shall not include direct obligations of the government of the United States or any other sovereign country or supra-national agency, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, variable and fixed insurance products.

 

Securities Transactions – The term “Securities Transactions” as used within this Code typically refers to the purchase and/or sale of Securities, (as defined herein), by an employee. Securities Transactions shall include any gift of Covered Securities that is given or received by the employee, including any inheritance received that includes Covered Securities.

26 

 

Text Box: Contact Information
SS&C ALPS Code of Ethics Administration
CodeofEthics@alpsinc.com
 

 

 

 

 

 

 

 

 

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings