Form 485BPOS OPTIMUM FUND TRUST

EX-99.d.3

Delaware Management Company
100 Independence, 610 Market Street
Philadelphia, PA 19106-2354

July 23, 2021

Optimum Fund Trust
100 Independence, 610 Market Street
Philadelphia, PA 19106-2354

Re:	Expense Limitations

Ladies and Gentlemen:

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Management Company, a series of Macquarie Investment Management Business Trust (the “Manager”), agrees that in order to improve the performance of the series of Optimum Fund Trust set forth below (each a “Fund”), the Manager shall waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, short sale dividend and interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations (collectively, the “Excluded Expenses”)) in an aggregate amount equal to the amount by which a Fund’s total annual fund operating expenses (excluding any Excluded Expenses) exceed the percentages set forth below for the period from July 29, 2021 through July 29, 2022. For purposes of this Agreement, Excluded Expenses may also include such additional costs and expenses as may be agreed upon from time to time by the Fund’s Board of Trustees and the Manager.

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The Manager acknowledges that it (1) shall not be entitled to collect on, or make a claim for, waived fees at any time in the future, and (2) shall not be entitled to collect on, or make a claim for, reimbursed Fund expenses at any time in the future.

Delaware Management Company, a series of
Macquarie Investment Management Business Trust

By:	/s/ Richard Salus
	Name:	Richard Salus
	Title:	Senior Vice President
Your signature below acknowledges acceptance of this Agreement:
Optimum Fund Trust
By:	/s/ Brett D. Wright
	Name:	Brett D. Wright
	Title:	President & Chief Executive Officer
	Date:	July 23, 2021

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EX-99.j

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Optimum Fund Trust of our report dated May 20, 2021, relating to the financial statements and financial highlights, which appears in Optimum Fixed Income Fund, Optimum International Fund, Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small-Mid Cap Growth Fund and Optimum Small-Mid Cap Value Fund’s Annual Report on Form N-CSR for the year ended March 31, 2021. We also consent to the references to us under the headings “Financial Highlights” and “Financial Statements” in such Registration Statement.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
July 26, 2021

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EX-99.p.1

Macquarie Investment Management

Delaware Funds by Macquarie

Optimum Fund Trust

Code of Ethics

September 8, 2020

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Table of Contents

I.	INTRODUCTION		1
A.	General Principles		1
B.	Your Fiduciary Duty		1
C.	Compliance with Applicable Federal Securities Laws		2
D.	Obligation to Report Violations of the Code		2
II.	YOUR OBLIGATIONS AS A COVERED PERSON		2
A.	Categories of Covered Persons		2
1.	Access Person		2
2.	Investment Person		2
3.	Affiliated Person		2
B.	Immediate Family Members		2
C.	Your Obligations at Time of Hire		2
1.	Initial Holdings Report		2
2.	Use of Approved Brokers		3
3.	Disclosure of Outside Business Activities		3
4.	Disclosure of Political Contributions		3
5.	Written Acknowledgement of Receipt of Code		3
D.	Your Obligations on a Daily Basis		4
1.	Pre-clearance of Personal Securities Transactions		4
2.	Compliance with Trading Restrictions		5
3.	Pre-clearance of Political Contributions		7
4.	Obligation to Report Changes to Personal Information		8
E.	Your Obligations on a Quarterly Basis		8
1.	Quarterly Report/Certification of Transactions		8
F.	Your Obligations on an Annual Basis		8
1.	Annual Certification of Holdings		8
2.	Annual Code of Ethics Certification		8
III.	FUND PERSON RESPONSIBILITIES		8
A.	Fiduciary Duty		8
B.	Reporting and Certification Requirements		8
IV.	REVIEW AND ENFORCEMENT OF THE CODE		9
A.	Administration of the Code		9
B.	Review of Employee Activity		9
C.	Sanctions for Non-Compliance with Code		9
D.	Maintenance of Records		9
Glossary to the Code of Ethics			10

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I.	INTRODUCTION
	A.	General Principles
	The Code of Ethics (the “Code”) is based on the principle that Macquarie Investment Management (“Macquarie”)1, its directors, officers, trustees, and employees (each, a “Covered Person” and collectively, “Covered Persons”), owe a fiduciary duty of undivided loyalty to the Delaware Funds by Macquarie and the Optimum Fund Trust (collectively, the “Funds”) and any other investment advisory client (each, a “Client” and collectively, our “Clients”) that Macquarie advises.2 In addition, the Code is based on the principle that the directors, trustees and fund-only personnel associated with the Funds (collectively, “Fund Persons”) owe a fiduciary duty of undivided loyalty to their respective Funds. This Code sets out standards of conduct designed to address potential conflicts of interest that might arise between this fiduciary duty to Macquarie’s Clients and a Covered Person’s personal activities. Specifically, each Covered Person must avoid participating in transactions, activities, and relationships that might interfere (or appear to interfere) with making decisions in the best interests of those Clients. As a Covered Person, you are responsible for reading the Code and understanding your obligations in order to comply with its provisions. Additionally, your duty to comply with this Code includes the requirement that your personal and business activities be conducted in compliance with all other policies and procedures governing Macquarie and its affiliates. Examples of such policies include, but are not limited to, Macquarie’s Gifts and Entertainment Policy, Political Contribution (“Pay to Play”) Policy, and Insider Trading/Material Non-Public Information Policy. If you have any questions regarding the Code and its related policies or your resultant obligations and duties, please contact the Compliance Department for assistance.
	B.	Your Fiduciary Duty
	Macquarie is committed to fostering a culture that promotes honesty and high ethical standards. Consequently, all Covered Persons have an obligation to conduct themselves in accordance with the following general fiduciary principles: ■You have a duty to place the interests of our Clients ahead of your own interests at all times; ■You have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of our Clients, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and ■You must not take inappropriate advantage of your position at Macquarie.

1 For the purposes of this Code, all references to “Macquarie” shall be taken to mean Macquarie Management Holdings, Inc. and its subsidiaries.

2 Definitions of certain capitalized terms can be found in the Glossary to the Code of Ethics. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. It is important that you review and understand all of the definitions contained in the Glossary and refer back to them as necessary to understand your responsibilities under the Code.

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	Covered Persons are reminded that violations of the Code and/or any associated policies and procedures may result in disciplinary action, including fines, disgorgement of profits, and possibly suspension and/or dismissal.
	C.	Compliance with Applicable Federal Securities Laws
	As a Covered Person under this Code, it is your duty to conduct all personal and professional activities in a manner that is consistent with any and all Applicable Federal Securities Laws (as defined in the Glossary to this Code (“Glossary”).
	D.	Obligation to Report Violations of the Code
	You have a duty to report violations of the Code. If you become aware of a violation of Macquarie’s Code committed by another Covered Person, you have an ongoing obligation to report that violation to the Compliance Department. It is Macquarie’s policy to protect the confidentiality of any such report made in good faith and any Covered Person reporting such a violation will not be subject to retaliation.
II.	YOUR OBLIGATIONS AS A COVERED PERSON
	A.	Categories of Covered Persons
	Upon becoming subject to the provisions of this Code, each Covered Person is assigned to one of the following three categories below based on their responsibilities and/or privileges at Macquarie:
		1.	Access Person
		2.	Investment Person
		3.	Affiliated Person
	You will be advised of the category to which you are assigned during your initial training on this Code. It is important to know the category to which you are assigned, as belonging to a certain category may cause you to be subject to additional obligations and/or limitations under the Code. A complete definition for each category is included in the Glossary. You are encouraged to review the definitions for each category carefully, as well as any sections of the Code that may pertain only to Covered Persons assigned to your category.
	B.	Immediate Family Members
	In accordance with federal securities laws, certain restrictions and limitations found within the Code are also applicable to the personal investment activities of any immediate family members that reside in your household (“Immediate Family Members”). As a Covered Person, it is your responsibility to alert your Immediate Family Members of any applicable restrictions or limitations that may impact their personal investment activities to ensure that both you and your Immediate Family Members conduct all personal investment activities in a manner consistent with the Code.
	C.	Your Obligations at Time of Hire
		1.	Initial Holdings Report
			All Access and Investment Persons must submit an initial holdings report within ten (10) calendar days of commencing employment with Macquarie or otherwise becoming an Access or Investment Person to disclose the Required Holdings Information for both their own and their Immediate Family Members’ personal securities holdings. The information included in the initial holdings report must be current as of a date no more than forty-five (45) calendar days prior to the commencement of employment with Macquarie (or becoming subject to the Code).

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		2.	Use of Approved Brokers
			All Covered Persons, with limited exceptions, must maintain all personal brokerage accounts with approved brokerage firms (“Approved Brokers”). A list of the Approved Brokers from which Macquarie is currently able to receive such data feeds can be found on MacNet.
		3.	Disclosure of Outside Business Activities
			Covered Persons may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie without receiving prior written approval from the Compliance Department. Any such service is considered an “Outside Business Activity,” even if performed on a volunteer basis. Any existing Outside Business Activities must be disclosed at the time that you become subject to this Code and are subject to review and approval. Similarly, you have an ongoing obligation to disclose any Outside Business Activities that you undertake during your employment with Macquarie and receive written approval from the Compliance Department prior to participating in such activities.
		4.	Disclosure of Political Contributions
			In addition to the Code, all Covered Persons and their Immediate Family Members are subject to Macquarie’s Political Contribution (“Pay-to-Play”) Policy. Covered Persons are required to disclose all political contributions made during the two year period prior to the date that they become subject to this Code. This disclosure must also include all political contributions made by your Immediate Family Members during the two year period. The information provided may be shared in the aggregate in response to requests for proposals or client information requests, but will otherwise remain strictly confidential.
		5.	Written Acknowledgement of Receipt of Code
			All Covered Persons are required to certify that they have received this Code within ten (10) calendar days of their hire date. You will also be required to certify your ongoing compliance with this Code on an annual basis and whenever the Code is updated.

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	D.	Your Obligations on a Daily Basis
		1.	Pre-clearance of Personal Securities Transactions
			Covered Persons and their Immediate Family Members must pre-clear each personal investment transaction and receive approval for the activity prior to executing the transaction, unless the transaction is subject to an exemption from the pre-clearance requirements of the Code as outlined in Section II.D.1.b below.
			a)	Duration of Approval
				Approval for a pre-clearance request is valid for the same day only and the trade must be executed on the same day that approval is granted. If a transaction is not executed (or is only partially completed) on the same day that you receive approval, you must repeat the pre-clearance process and receive approval on the day that you do execute (or complete) the transaction. Similarly, if the information in your pre-clearance request changes in any material way, you must resubmit your pre-clearance request prior to executing the transaction. ■Note: Approvals for Covered Persons located in Australia and/or Asia only are valid for execution through the 24-hour period following approval.
			b)	Exceptions to the Pre-clearance Requirement
				You are not required to pre-clear and receive approval for the personal investment transaction types listed below prior to execution, although you are still responsible for complying with the reporting requirements of this Code for these transactions, as applicable.
				(1)	Involuntary transactions
					The acquisition or disposition of a security as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of securities does not require pre-clearance under the Code.
				(2)	Purchases or sales of exchange-traded funds (“ETFs”)
					ETFs are exempt from the preapproval requirements however they are subject to the reporting and holding period requirements of the Standard.
				(3)	Transactions in Managed Accounts
					Pre-clearance is not required for transactions made in an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control (“Managed Account”). Note: Covered Persons and their Immediate Family Members must receive approval from the Compliance Department in order to maintain a Managed Account. Additionally, you should be aware that Managed Accounts are still subject to the reporting requirements of the Code.

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				(4)	Donated Shares
					Pre-clearance and approval are not required for any securities that are donated to a charitable organization. However, such transactions are still subject to the reporting requirements of the Code.
			c)	Transactions Excluded from BOTH the Pre-clearance and Approval Requirement and the Reporting Requirement
				All personal investment transactions by Covered Persons must be reported under the Code with a few limited exceptions. The following types of personal investment transactions are exempt from both the pre-clearance and the reporting requirements of the Code.
				(1)	Purchases or sales of unaffiliated pooled vehicles such as open-end mutual funds, SICAVs, UCITS and managed investment schemes.
					Note: Open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction.
				(2)	Purchases or sales of direct obligations of the U.S. Government or any other national government and futures and options with respect to such obligations;
				(3)	Purchases or sales of bank certificates of deposit, bankers acceptances, commercial paper and other high quality short-term debt instruments (having a maturity at issuance of less than 366 calendar days and rated in one of the two highest ratings categories by a nationally recognized statistical ratings organization, including repurchase agreements);
				(4)	Purchases which are made by reinvesting cash dividends including reinvestments pursuant to an Automatic Investment Plan;
				(5)	Purchases or sales of money market funds affiliated with Macquarie; and
				(6)	Transactions in Section 529 plans.
		2.	Compliance with Trading Restrictions
			All Covered Persons and their Immediate Family Members are subject to certain trading restrictions on their personal investment activities.
			a)	All Covered Persons – Restrictions on Trading in Macquarie Group Limited Securities
				Covered Persons who wish to trade Macquarie Group Limited (“MGL”) securities directly through the Macquarie Group Employee Retained Equity Plan (“MEREP”) or through a similar plan, must complete all trades during designated staff trading windows. Transactions in MGL securities must comply with all applicable MGL policies, including the MGL Trading Policy.

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			b)	All Covered Persons – Seven (7) Calendar Day Blackout Period
				All Covered Persons and their Immediate Family Members are prohibited from trading a security in their personal brokerage accounts for seven (7) calendar days before and after Macquarie executes a buy or sell transaction in that same security.
				(1)	De Minimus Exception
					Covered Persons may request a de minimis exceptions of up to $5,000 USD per day of any security included in the relevant regional index such as the Russel 3000 Index.
			c)	Holding Periods:
				All Covered Persons are prohibited from engaging in activities that could be considered “market timing” in violation of Rule 22c-1 of the 1940 Act and, therefore, subject to required holding periods.
				(1)	Access and Affiliated Persons – 60 Calendar Day General Holding Period
					If you are categorized as an Access Person or Affiliated Person under this Standard, you are subject to a sixty (60) calendar days holding period for most personal securities transactions. Accordingly, Access and Affiliated Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.
				(2)	Investment Persons ONLY – 60 Calendar Day General Holding Period
					Investment Persons are prohibited from engaging in short term trading in their personal investment accounts that results in a profit. Accordingly, Investment Persons must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit. Note: Investment Persons, Access and Affiliated Persons are permitted to close positions at any time at a loss of 20% or greater. The loss calculation will be based upon Last-In First-Out (LIFO).
				(3)	All Covered Persons – 60 Calendar Day Holding Period for Affiliated Mutual Funds
					All Covered Persons must hold any newly opened positions in Affiliated Mutual Funds for sixty (60) calendar days before the position may be closed for a profit.

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			d)	Restricted Securities
				Macquarie maintains a list of certain restricted securities that may not be traded by Covered Persons (the “Restricted List”). You are generally prohibited from purchasing or selling any security on the Restricted List, except that this prohibition shall not apply to:
					■Involuntary and/or automatic transactions;
					■Transactions made in an approved Managed Account, provided that such transactions do not reflect a prohibited pattern of conduct; and
					■Transactions for which specific approval has been granted due to unusual or unforeseen circumstances.
			e)	Initial Public Offerings/Private Placements
				(1)	Investment Persons
					Investment Persons, Access and Affiliated Persons are prohibited from participating in initial public offerings and may only participate in a private placement with prior written permission. Additionally, an employee who purchased privately-placed securities prior to becoming subject to this Standard is required to disclose the purchases to the Compliance Department before they can participate in the consideration of an investment in the securities of that issuer or its affiliates for a Client account. In order to avoid a potential conflict of interest, any decision to invest in the issuer in question will be subject to an independent review by additional Investment Persons that do not have a personal interest in the issuer.
				(2)	Registered Representatives
					All Covered Persons holding valid Financial Industry Regulatory Authority (FINRA) registrations are prohibited from participating in initial public offerings.
		3.	Pre-clearance of Political Contributions
			All Covered Persons and their Immediate Family Members must submit a pre-clearance request and receive approval prior to making a political contribution. Examples of political contributions that would require pre-clearance and approval include, but are not limited to, donations of cash, stock, service or anything of value to a candidate for public office, a sitting public official, political party or a political action committee, whether at the local, state, and/or federal level. Please review Macquarie’s Pay-to-Play Policy for more information on applicable restrictions and reporting obligations for political contributions.

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		4.	Obligation to Report Changes to Personal Information
			You have an ongoing obligation to report any changes in your personal information that may impact your obligations under this Code. Examples include changes to your personal brokerage accounts (e.g., opening or closing an account), disclosures of new outside business activities for review and approval, and changes to your address, Immediate Family Members, or other personal information.
	E.	Your Obligations on a Quarterly Basis
		1.	Quarterly Report/Certification of Transactions
			Within thirty (30) calendar days after each quarter’s end, all Covered Persons must report and certify their personal investment activity during the previous quarter. Please note that all Covered Persons are required to complete the quarterly certification each quarter, even if they did not complete any personal investment transactions during the quarter. Additionally, Covered Persons will be asked to review the list of brokerage accounts that they have previously disclosed and certify to its accuracy.
	F.	Your Obligations on an Annual Basis
		1.	Annual Certification of Holdings
			All Access and Investment Persons are required to submit an annual report of all personal investment holdings in their personal brokerage accounts and the personal brokerage accounts of their Immediate Family Members. The report must contain information that is current as of a date no more than forty-five (45) calendar days prior to the date the report is submitted and must be submitted no later than forty-five (45) calendar days after year end.
		2.	Annual Code of Ethics Certification
			At least annually, all Covered Persons must review this Code in its entirety and certify to their understanding and ongoing compliance with the Code.
III.	FUND PERSON RESPONSIBILITIES
	A.	Fiduciary Duty
	All Fund Persons have an obligation to conduct themselves in accordance with the general fiduciary principles outlined above. Specifically, you have a duty to place the interests of the applicable Fund ahead of your own interests at all times; you have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of the applicable Fund, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and you must not take inappropriate advantage of your position.
	B.	Reporting and Certification Requirements
	Fund Persons are not subject to the holdings disclosure requirements outlined above nor are they required to pre-clear all personal investment transactions prior to executing a transaction. Similarly, Fund Persons are only required to submit and certify quarterly transaction reports for any personal investment transactions where, at the time of the transaction, they knew, or in the ordinary course of fulfilling their official duties should have known, that during the fifteen (15) calendar day period immediately before or after the date of the transaction, such Security was purchased or sold by an applicable Fund or Macquarie on behalf of the applicable Fund or was being considered for purchase or sale by an applicable Fund or Macquarie on behalf of the applicable Fund. Fund Persons are required to review the Code and certify to their ongoing compliance with the Code each year.

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IV.	REVIEW AND ENFORCEMENT OF THE CODE
	A.	Administration of the Code
		The Code shall be administered by the Compliance Department and/or an appropriate management committee that shall include a majority of Compliance and/or Legal Department representatives. Where exceptions are granted to any provision of this Code, the rationale for such exceptions shall be documented.
	B.	Review of Employee Activity
		Trading activity may be reviewed for patterns of trading that are inconsistent with the tenets of this Code. Excessive or inappropriate trading that interferes with job performance or compromises the duty that Macquarie owes to our Clients is not permitted. Patterns of excessive trading or other trading activity that is deemed to be inappropriate may lead to sanctions, including restrictions on future trading and/or other disciplinary action under the Code.
	C.	Sanctions for Non-Compliance with Code
		Appropriate sanctions for a violation will include the nature and severity of the violation, the presence of any mitigating circumstances, and any previous violations that may have been committed by the Covered Person. Examples of possible sanctions include, but are not limited to, written warnings or reprimands, monetary penalties, trading freezes, suspension, and/or termination of employment.
	D.	Maintenance of Records
		Macquarie will maintain all necessary books and records required to remain compliant with applicable laws and regulations. More information on specific record-keeping requirements and processes may be found in Macquarie’s record-keeping policies and procedures.

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Glossary to the Code of Ethics

Access Person

The term “Access Person” means an officer or director, or employee of a registered investment adviser, or any other person identified as a "control person" on the Form ADV or the Form BD filed by the adviser with the US Securities and Exchange Commission, as well as any employee, (1) who, in connection with his or her regular functions or duties, generates, participates in, has access to or obtains information regarding that adviser's purchase or sale of a security by or on behalf of an advisory client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales or has access to such recommendations that are non-public; (3) who obtains or has access to information or exercises influence concerning investment recommendations made to an advisory client of that adviser; (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3) above; or (5) who has access to non-public information regarding any advisory clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund for which an adviser serves as investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with Macquarie.

Affiliated Mutual Fund

The term “Affiliated Mutual Fund” refers to open-end (non-money market) mutual funds to which Macquarie provides advisory services are considered to be “Affiliated Mutual Funds” and require pre-clearance and approval prior to execution of a personal investment transaction. A list of Macquarie’s Affiliated Mutual Funds can be found in Appendix F of the Code.

Affiliated Person

The term “Affiliated Person” means any officer, director, partner, or employee of a Macquarie Fund or any subsidiary of Macquarie Management Holdings, Inc. and any other person so designated by the Compliance Department.

Applicable Federal Securities Laws

For the purposes of the Code, the term “Applicable Federal Securities Laws” refers to any and all federal securities laws or regulations that may be applicable, including, but not limited to, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Title V of Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) under any of these statutes, and the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the SEC or Department of the Treasury.

Approved Broker

The term “Approved Broker” refers to a broker-dealer that is included on Macquarie’s “Approved Broker List.” Effective September 1, 2013, all new brokerage accounts opened by a Covered Person or their Immediate Family Member must be opened with a broker-dealer that can provide Macquarie with trade confirmations and other information about employee personal trading activity electronically. This list will be updated from time-to-time to reflect changing business relationships.

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Client

The term “Client” refers to Macquarie’s investment advisory clients, including the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other clients that Macquarie serves.

Compliance Department

The term “Compliance Department” refers to the Macquarie Compliance Department.

Covered Person

The term “Covered Person” means a person subject to the provisions of this Code. This includes Macquarie’s employees and their Immediate Family Members, such as spouses and minor children, as well as other persons designated as Covered Persons by the Compliance Department or the Code of Ethics Committee. Such persons may include some or all of the directors, officers, trustees, and employees under the control of Macquarie or its affiliated entities.

Fund Person

Any directors, trustees and fund-only personnel associated with the Delaware Funds by Macquarie and/or the Optimum Fund Trust. Fund-only personnel are considered to be those who are not employed by Macquarie or otherwise considered a Covered Person but provide services to the Funds.

Immediate Family Member

The term “Immediate Family Member” means any family member residing in the same household as a Covered Person under this Code. This includes the Covered Person’s spouse, parents and grandparents, children and grandchildren, brothers and sisters, mother-in-law and father-in-law, brothers-in-law and sisters-in-law, daughters-in-law and sons-in-law. Adopted, half, and step family members are also included in the definition of Immediate Family Member. Please see Appendix B for further explanation and examples of who is considered an Immediate Family Member under the Code.

Investment Person

The term “Investment Person” means a portfolio manager who, in connection with his/her regular functions or duties, makes, or participates in the making of, investment decisions affecting an investment company, and any control person who obtains information concerning the recommendation of securities for purchase or sale by a fund or an account. Any staff working in a support role to a portfolio manager, including, but not limited to, analysts and administrative assistants, are also considered to be Investment Persons. All Investment Persons are also considered Access Persons by definition.

Managed Account

The term “Managed Account” refers to an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control. All Covered Persons must request and received approval from the Compliance Department in order to maintain a Managed Account.

Outside Business Activity

The term “Outside Business Activity” means any full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Macquarie. A Covered Person who engages in such service, whether or not s/he receives compensation for doing so, will be considered to be participating in an Outside Business Activity and must disclose such service to the Compliance Department and receive approval for same.

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Required Holdings Information

Certain information regarding your personal securities holdings is required to be reported. Such reports must include the date and nature of the transaction, identify the security transacted, the price at which the transaction was effected, the broker through which the transaction was effected and the date in which the Access or Investment Person submitted the report.

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EX-99.p.2

Macquarie Investment Management Austria Kapitalanlage AG

Code of Ethics

I. Persons Subject to the Code of Ethics

This Code of Ethics (the Code) has been adopted by the Directors of Macquarie Investment Management Austria Kapitalanlage AG (MIMAK) to provide regulations and procedures consistent with the Advisers Act Rule 204A-1 and Rule 17j-1 of The Investment Company Act of 1940, as amended (the “1940 Act”), thereunder, as well as other securities law and sound business practices.

The procedures in the Code are designed to prevent Access Persons, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any client of MIMAK, from:

An Access Person within the meaning of this Code, is a person who has been designated as such by the MIMAK CCO or his or her designee(s). Generally, an Access Person is any person defined in the Definitions section that follows as an “Access Person”.

Immediate family members sharing the same household with any MMAK Access Person are also deemed, by law, to be Access Persons for purposes of this Code. In addition, Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended, contain a presumption that, if the investment adviser’s primary business is providing investment advice to Funds or other advisory clients, then all of its directors, officers and partners are presumed to be Access Persons of any Fund advised by the Adviser.

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II. Fiduciary Duties of Access Persons Under Federal Securities Laws

MIMAK Access Persons owe a fiduciary duty to MIMAK’s clients. These duties include a duty at all times to place the interests of each entity’s respective clients first. Above all, this means all MIMAK Access Persons owe an undivided duty of loyalty to MIMAK’s clients. Further, MIMAK demands the highest degree of personal and professional integrity and ethical behavior from their Access Persons.

Accordingly, all MIMAK Access Persons must conduct themselves in an ethical manner and in such a way as to avoid not only actual conflicts of interest with MIMAK’s clients the appearance of a conflict that could compromise the trust such clients have placed in MIMAK.

All Access Persons must comply fully with all applicable laws, including applicable federal securities laws.

III. Personal Trading and Reporting

Access Persons should consider trading in stocks, bonds, and closed-end mutual funds for their personal accounts a privilege while working at MIMAK.

Failure to comply with MIMAK’s pre-clearance and reporting procedures, as described below, may result in the loss of personal trading privileges and may lead to additional disciplinary action, up to and including termination of employment.

In addition, because MIMAK is a wholly-owned subsidiary of MGL, an Australian-based investment bank, MIMAK Access Persons are subject to MGL’s pre-clearance requirements. Failure to comply with MGL’s pre-clearance requirements will also result in the loss of personal trading privileges and may also lead to additional disciplinary action, up to and including termination of employment.

A. Personal Holdings Reports

Every Access Person of MIMAK must provide to the CCO:

●	no later than 10 (ten) calendar days after becoming an Access Person, a personal holding statement in the form prescribed by the CCO, which contains all the information required under Rule 17j-1(d)(i) and covers not only the personal holdings of the Access Person but certain of their family members and dependants (“Associated Persons”); and
●	annually certain information concerning their and their Associated Persons’ personal holdings in the form prescribed by the CCO, which contains all the information required under Rule 17j-1(d)(iii).

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B. MGL Pre-Clearance Requirements

The most recent version of MGL’s pre-clearance requirements can be found at the below link. MGL policies are updated from time to time and Access Persons are required to periodically check for these updates:

http://macnet.internal.macquarie.com/central/employment/ppc/compliance/personal-deal

C. MIMAK Pre-Clearance Requirements

MIMAK’s pre-clearance requirements help to protect Access Persons and MIMAK against the following critical transgressions:

●	Access Persons taking advantage of opportunities more properly belonging to MIMAK clients;
●	Access Persons violating MIMAK’s Code of Ethics requirements as established by the Securities and Exchange Commission (SEC);
●	Access Persons violating insider trading laws; and
●	Access Persons engaging in front running.

The MIMAK pre-clearance requirements are dictated by the Macquarie Group Personal Dealing Policy.

You are not required to pre-clear transactions in any of the securities on the Exempt from Pre-Clearance list, above. Transactions in all other securities must be pre-cleared.

Please note, you must always pre-clear the direct or indirect acquisition of any beneficial ownership interest in any security in an initial public offering (IPO) and private placement of securities. Also, you must always pre-clear trades in the shares of any Funds managed by MIMAK.

Typically, accounts that contain securities that need to be pre-cleared are held in the name(s) of the Access Persons themselves. However, if you, as an Access Person, advise anyone who is not an Access Person (other than clients of MIMAK) on trading in any securities that are not on the Exempt from Pre-Clearance list, these transactions may need to be pre-cleared. You must advise the MIMAK CCO or designee before rendering this investment advice.

Independent directors of any Fund are expressly excluded from the definition of Access Person under Rule 17j-1(d)(2)(ii) for purposes of providing initial or annual reports of their holdings, or quarterly reports of their trading activity in Covered Securities covered by this Code and for pre-clearing their trades, except for the direct or indirect acquisition of any beneficial ownership interest in any security in an initial public offering (IPO) and private placements of securities.

The decision to approve a pre-clearance request lies solely in the discretion of MIMAK’s CCO or designee.

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All Access Persons and their Immediate Family Members are prohibited from trading a security in their personal brokerage accounts for seven (7) calendar days before and after Macquarie executes a buy or sell transaction in that same security.

The MIMAK CCO is subject to the above requirements.

(3) Buying and Selling Shares in MIMAK’s Client Accounts
Because MIMAK’s Client Accounts may be listed and trading on a national securities exchange, they are freely tradable. However, as an Access Person has access to material, non-public information regarding such Client Accounts, trading in these Client Accounts is severely limited. The CCO will make a determination on such trading on a case by case basis.

(4) Your Trading Window
MIMAK pre-clearance is valid for the day of request only and shall be deemed to expire at the close of regular trading on the principal trading market for the security involved. Any unfilled or partially filled orders will require MIMAK pre-clearance on each subsequent day that the order remains open.

(5) Minimum Holding Period
There is a minimum holding period of thirty calendar days before you may sell, dispose, close out or otherwise vary an interest in a financial instrument subject to Macquarie’s Personal Investment Policy.

D. MIMAK Access Person Reporting and Certifications

(1) New Access Persons
All new Access Persons must trade through a Macquarie broker-dealer. Certain exemptions to this requirement may be approved by RMG and activity statements must be made available to RMG.

If the Access Person, as a part of his or her employment compensation with MGL or any of its subsidiaries or affiliates, received MGL options, the holding of these options is not reportable; however, once these options are exercised, they are reportable in the Access Person’s quarterly transaction reports, as discussed in Paragraph C.(2) below.

Typically, accounts that contain Reportable Securities and/or Covered Securities are held in the name(s) of the Access Persons themselves. However, if you, as an Access Person, are advising one or more persons or entities who are not themselves Access Persons (other than MIMAK clients) on their securities trading or have control of such account(s), please advise the MIMAK CCO or designee at the time you start advising as such. These accounts may be subject to pre-clearance and reporting obligations as well.

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(2) Ongoing Quarterly Transactions Monitoring
The SEC requires MIMAK to collect from its Access Persons on a calendar quarterly basis reports that reflect all transactions that took place during the prior quarter:

●	in reportable securities beneficially owned, directly or indirectly, by its Access Persons; and/or
●	over which the Access Person had control.

RMG will have access to trading activity statements for all staff and enabling them to surveil for improper trades and other trades that could create the perception of any improprieties. The CCO may request trading activity statement for all staff directly from RMG.

The following information may be reviewed for all Access Persons:

●	The date of the transaction;
●	The security description, and as applicable, the exchange ticker or CUSIP number;
●	Number of shares or par value;
●	Principal amount of the securities;
●	Whether the transaction was a purchase or sale or any other type of acquisition/disposition;
●	The price at which the transaction was effected;
●	Interest rate and maturity rate;
●	The name of the broker, dealer or bank with or through which the transaction was effected; and
●	The date the report is submitted.

IV. Gifts and Entertainment¹

Generally, Access Persons may not give or receive any gifts in connection with any business of MIMAK because it may appear improper or raise a potential conflict of interest. However, gifts may be allowed providing they fall within the Macquarie Gifts and Entertainment Policy. This includes normal and customary business entertainment, the cost of which would be paid for by MIMAK as a reasonable expense if not paid for by the other party. While “nominal value” is susceptible to interpretation, a gift or entertainment is not acceptable if an independent third party may believe that the Access Person would be influenced by receiving such gift or entertainment in conducting business. Gifts of an extraordinary or extravagant nature to an Access Person should be declined or returned in order to avoid compromising the reputation of the Access Person or MIMAK.

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When an access person gives or receives a gift or entertainment, he/she must ensure that this is recorded in the EMEA Gifts Register and that pre-approval is sought where required as per the Macquarie Gifts and Entertainment Policy.

Access Persons must comply with the MGL Dealing with Public Officials’ policy.

If you have any questions about the propriety of a gift you may be offered or may wish to offer to another or any other arrangement, please consult MIMAK’s CCO.

V. Service on a Board of Directors

An Access Person may serve on the Board of Directors of a publicly traded company (the “Board”) only if:

VI. OUTSIDE BUSINESS ACTIVITIES

All employees are required to devote their full time and efforts to the Macquarie Group’s business. In addition, no person may make use of either his or her position as an employee or information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and MIMAK' interests.

An employee must complete the Notice of Outside Business Activity disclosure form attached and obtain the written approval of the employee’s supervisor and the Chief Compliance Officer prior to participating in any outside business activities, including, but not limited to:

●	Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership.
●	Serving as a registered representative of any broker-dealer.
●	Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies. (Investments in publicly traded companies may require prior approval of the Compliance Officer, in accordance with personal securities trading procedures described above).
●	Accepting a second job or part-time job of any kind or engaging in any other business outside of the firm.
●	Forming or participating in any bank group in connection with a bankruptcy or distressed situation.

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●	Forming or participating in any committee in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest.
●	Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than MIMAK, whether as a fee, commission, bonus or other consideration such as stock, options or warrants.

VII. Continuing Education

As an employee of MIMAK you will be required to participate in a program of continuing education. The purpose of this requirement is to provide all MIMAK staff members with consistent information on relevant topics relating specifically to investment advisors and/or general information on topics of heightened focus of the US regulators. In some instances, the training may result from regulatory requirements, such as mandatory training on Anti-Money Laundering, as required under local regulations.

COMPLIANCE and SANCTIONS

If you become aware of or suspect any violations of this Code, you must report them to the MIMAK CCO as soon as practicable. Reports may be made anonymously. MIMAK has zero tolerance for reprisals against employees making reports, in good faith, of perceived wrongdoing.

The CCO, or designate, shall review the records obtained pursuant to this Code to ensure that all MIMAK Access Persons are complying with its provisions. All records shall be maintained in accordance with Rules 204-2 under the Investment Advisers Act of 1940 and 17j-1(f) under the 1940 Act, as further described in MIMAK’s compliance manuals.

MIMAK may, as they deem appropriate, impose sanctions, including, inter alia, a fine, letter of censure, revoking personal securities trading privileges, suspension or termination of employment of any Access Person who violates any provision of this Code.

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DEFINITIONS

For Purposes of this Code of Ethics:

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EX-99.p.3

SECTION 14 MIMEL EMPLOYEE INFORMATION: PERSONAL CONFLICTS OF INTEREST

Macquarie Investment Management Europe Limited

Code of Ethics

I. Persons Subject to the Code of Ethics

This Code of Ethics (the Code) has been adopted by the Directors of Macquarie Investment Management Europe Limited (MIMEL) to provide regulations and procedures consistent with the Advisers Act Rule 204A-1 and Rule 17j-1 of The Investment Company Act of 1940, as amended (the “1940 Act”), thereunder, as well as other securities law and sound business practices.

The procedures in the Code are designed to prevent Access Persons, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any client of MIMEL, from:

1.	employing any device, scheme or artifice to defraud any other client of MIMEL;
2.	making any untrue statement of a material fact to any other client of MIMEL or omit to state a material fact necessary in order to make the statements made to any other client of MIMEL, in light of the circumstances under which they are made, not misleading;
3.	engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on any other client of MIMEL; or
4.	engaging in any manipulative practice with respect to any other client of MIMEL.

An Access Person within the meaning of this Code, is a person who has been designated as such by the MIMEL CCO or his or her designee(s). Generally, an Access Person is any person defined in the Definitions section that follows as an “Access Person”.

Immediate family members sharing the same household with any MIMEL Access Person are also deemed, by law, to be Access Persons for purposes of this Code. In addition, Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended, contain a presumption that, if the investment adviser’s primary business is providing investment advice to Funds or other advisory clients, then all of its directors, officers and partners are presumed to be Access Persons of any Fund advised by the Adviser.

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II. Fiduciary Duties of Access Persons Under Federal Securities Laws

MIMEL Access Persons owe a fiduciary duty to MIMEL’s clients. These duties include a duty at all times to place the interests of each entity’s respective clients first. Above all, this means all MIMEL Access Persons owe an undivided duty of loyalty to MIMEL’s clients. Further, MIMEL demands the highest degree of personal and professional integrity and ethical behavior from their Access Persons.

Accordingly, all MIMEL Access Persons must conduct themselves in an ethical manner and in such a way as to avoid not only actual conflicts of interest with MIMEL’s clients the appearance of a conflict that could compromise the trust such clients have placed in MIMEL.

All Access Persons must comply fully with all applicable laws, including applicable federal securities laws.

III. Personal Trading and Reporting

Access Persons should consider trading in stocks, bonds, and closed-end mutual funds for their personal accounts a privilege while working at MIMEL.

Failure to comply with MIMEL’s pre-clearance and reporting procedures, as described below, may result in the loss of personal trading privileges and may lead to additional disciplinary action, up to and including termination of employment.

In addition, because MIMEL is a wholly-owned subsidiary of MGL, an Australian-based investment bank, MIMEL Access Persons are subject to MGL’s pre-clearance requirements. Failure to comply with MGL’s pre-clearance requirements will also result in the loss of personal trading privileges and may also lead to additional disciplinary action, up to and including termination of employment.

A. Personal Holdings Reports

Every Access Person of MIMEL must provide to the CCO:

●	no later than 10 (ten) calendar days after becoming an Access Person, a personal holding statement in the form prescribed by the CCO, which contains all the information required under Rule 17j-1(d)(i) and covers not only the personal holdings of the Access Person but certain of their family members and dependants (“Associated Persons”); and
●	annually certain information concerning their and their Associated Persons’ personal holdings in the form prescribed by the CCO, which contains all the information required under Rule 17j-1(d)(iii).

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B. MGL Pre-Clearance Requirements

The most recent version of MGL’s pre-clearance requirements can be found at the below link. MGL policies are updated from time to time and Access Persons are required to periodically check for these updates:

http://macnet.internal.macquarie.com/central/employment/ppc/compliance/personal-deal

C. MIMEL Pre-Clearance Requirements

MIMEL’s pre-clearance requirements help to protect Access Persons and MIMEL against the following critical transgressions:

●	Access Persons taking advantage of opportunities more properly belonging to MIMEL clients;
●	Access Persons violating MIMEL’s Code of Ethics requirements as established by the Securities and Exchange Commission (SEC);
●	Access Persons violating insider trading laws; and
●	Access Persons engaging in front running.

The MIMEL pre-clearance requirements are dictated by the Macquarie Group Personal Dealing Policy.

Please note, you must always pre-clear the direct or indirect acquisition of any beneficial ownership interest in any security in an initial public offering (IPO) and private placement of securities. Also, you must always pre-clear trades in the shares of any Funds managed by MIMEL.

Typically, accounts that contain securities that need to be pre-cleared are held in the name(s) of the Access Persons themselves. However, if you, as an Access Person, advise anyone who is not an Access Person (other than clients of MIMEL) on trading in any securities that are not on the Exempt from Pre-Clearance list, these transactions may need to be pre-cleared. You must advise the MIMEL CCO or designee before rendering this investment advice.

Independent directors of any Fund are expressly excluded from the definition of Access Person under Rule 17j-1(d)(2)(ii) for purposes of providing initial or annual reports of their holdings, or quarterly reports of their trading activity in Covered Securities covered by this Code and for pre-clearing their trades, except for the direct or indirect acquisition of any beneficial ownership interest in any security in an initial public offering (IPO) and private placements of securities.

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The decision to approve a pre-clearance request lies solely in the discretion of MIMEL’s CCO or designee.

All Access Persons and their Immediate Family Members are prohibited from trading a security in their personal brokerage accounts for seven (7) calendar days before and after Macquarie executes a buy or sell transaction in that same security.

The MIMEL CCO is subject to the above requirements.

(3) Buying and Selling Shares in MIMEL’s Client Accounts

Because MIMEL’s Client Accounts may be listed and trading on a national securities exchange, they are freely tradable. However, as an Access Person has access to material, non-public information regarding such Client Accounts, trading in these Client Accounts is severely limited. The CCO will make a determination on such trading on a case by case basis.

(4) Your Trading Window

MIMEL pre-clearance is valid for the day of request only and shall be deemed to expire at the close of regular trading on the principal trading market for the security involved. Any unfilled or partially filled orders will require MIMEL pre-clearance on each subsequent day that the order remains open.

(5) Minimum Holding Period

There is a minimum holding period of thirty calendar days before you may sell, dispose, close out or otherwise vary an interest in a financial instrument subject to Macquarie’s Personal Investment Policy.

D. MIMEL Access Person Reporting and Certifications

(1) New Access Persons
All new Access Persons must trade through a Macquarie broker-dealer. Certain exemptions to this requirement may be approved by RMG and activity statements must be made available to RMG.

If the Access Person, as a part of his or her employment compensation with MGL or any of its subsidiaries or affiliates, received MGL options, the holding of these options is not reportable; however, once these options are exercised, they are reportable in the Access Person’s quarterly transaction reports, as discussed in Paragraph C.(2) below.

Typically, accounts that contain Reportable Securities and/or Covered Securities are held in the name(s) of the Access Persons themselves. However, if you, as an Access Person, are advising one or more persons or entities who are not themselves Access Persons (other than MIMEL clients) on their securities trading or have control of such account(s), please advise the MIMEL CCO or designee at the time you start advising as such. These accounts may be subject to pre-clearance and reporting obligations as well.

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(2) Ongoing Quarterly Transactions Monitoring
The SEC requires MIMEL to collect from its Access Persons on a calendar quarterly basis reports that reflect all transactions that took place during the prior quarter:

●	in reportable securities beneficially owned, directly or indirectly, by its Access Persons; and/or
●	over which the Access Person had control.

RMG will have access to trading activity statements for all staff and enabling them to surveil for improper trades and other trades that could create the perception of any improprieties. The CCO may request trading activity statement for all staff directly from RMG.

The following information may be reviewed for all Access Persons:

●	The date of the transaction;
●	The security description, and as applicable, the exchange ticker or CUSIP number;
●	Number of shares or par value;
●	Principal amount of the securities;
●	Whether the transaction was a purchase or sale or any other type of acquisition/disposition;
●	The price at which the transaction was effected;
●	Interest rate and maturity rate;
●	The name of the broker, dealer or bank with or through which the transaction was effected; and
●	The date the report is submitted.

IV. Gifts and Entertainment¹

Generally, Access Persons may not give or receive any gifts in connection with any business of MIMEL because it may appear improper or raise a potential conflict of interest. However, gifts may be allowed providing they fall within the Macquarie Gifts and Entertainment Policy. This includes normal and customary business entertainment, the cost of which would be paid for by MIMEL as a reasonable expense if not paid for by the other party. While “nominal value” is susceptible to interpretation, a gift or entertainment is not acceptable if an independent third party may believe that the Access Person would be influenced by receiving such gift or entertainment in conducting business. Gifts of an extraordinary or extravagant nature to an Access Person should be declined or returned in order to avoid compromising the reputation of the Access Person or MIMEL.

¹ This section does not apply to any clients’ Independent Directors.

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When an access person gives or receives a gift or entertainment, he/she must ensure that this is recorded in the EMEA Gifts Register and that pre-approval is sought where required as per the Macquarie Gifts and Entertainment Policy.

Access Persons must comply with the MGL Dealing with Public Officials’ policy.

If you have any questions about the propriety of a gift you may be offered or may wish to offer to another or any other arrangement, please consult MIMEL’s CCO.

V. Service on a Board of Directors

An Access Person may serve on the Board of Directors of a publicly traded company (the “Board”) only if:

1.	The CCO, or designate, determines that serving on the Board would be consistent with the interests of MIMEL;
2.	Appropriate “” “information barrier” procedures are established; and
3.	The CCO, or designate, provides written authorization that the Access Person can serve on the Board.

VI. OUTSIDE BUSINESS ACTIVITIES

All employees are required to devote their full time and efforts to the Macquarie Group’s business. In addition, no person may make use of either his or her position as an employee or information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and MIMEL' interests.

An employee must complete the Notice of Outside Business Activity disclosure form attached and obtain the written approval of the employee’s supervisor. prior to participating in any outside business activities, including, but not limited to:

●	Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership.
●	Serving as a registered representative of any broker-dealer.
●	Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies. (Investments in publicly traded companies may require prior approval of the Compliance Officer, in accordance with personal securities trading procedures described above).
●	Accepting a second job or part-time job of any kind or engaging in any other business outside of the firm.
●	Forming or participating in any bank group in connection with a bankruptcy or distressed situation.

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●	Forming or participating in any committee in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest.
●	Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than MIMEL, whether as a fee, commission, bonus or other consideration such as stock, options or warrants.

COMPLIANCE and SANCTIONS

If you become aware of or suspect any violations of this Code, you must report them to the MIMEL CCO as soon as practicable. Reports may be made anonymously. MIMEL has zero tolerance for reprisals against employees making reports, in good faith, of perceived wrongdoing.

The CCO, or designate, shall review the records obtained pursuant to this Code to ensure that all MIMEL Access Persons are complying with its provisions. All records shall be maintained in accordance with Rules 204-2 under the Investment Advisers Act of 1940 and 17j-1(f) under the 1940 Act, as further described in MIMEL’s compliance manuals.

MIMEL may, as they deem appropriate, impose sanctions, including, inter alia, a fine, letter of censure, revoking personal securities trading privileges, suspension or termination of employment of any Access Person who violates any provision of this Code.

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EX-99.p.4

Code of Ethics

●	the adviser’s fiduciary duty to its clients;
●	compliance with all applicable Federal Securities Laws;
●	reporting and review of personal Securities transactions and holdings;
●	reporting of violations of the Code; and,
●	the provision of the Code to all Access Persons.

I. Persons Subject to the Code of Ethics

The Code has been adopted by Macquarie Investment Management Global Limted (MIMGL), an investment adviser registered with the Securities and Exchange Commission (SEC) effective as of 25 November 2015 to comply with Rule 204A-1 under the Advisers Act, as well as other securities laws and sound business practices. Certain undefined capitalized terms used herein have the meanings ascribed thereto in the attached “Definitions” schedule.

●	employing any device, scheme or artifice to defraud any other client of MIMGL;
●	making any untrue statement of a material fact to any other client of MIMGL or omitting to state a material fact necessary in order to make the statements made to any other client of MIMGL, in light of the circumstances under which they are made, not misleading;
●	engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on any other client of MIMGL; or
●	engaging in any manipulative practice with respect to any other client of MIMGL.

An Access Person within the meaning of this Code, is a person who has been designated as such by the Chief Compliance Officer or their designee(s) (herein collectively referred to as CCO). Generally, an Access Person is any person defined in the Definitions section that follows as an “Access Person”.

Immediate family members sharing the same household with any MIMGL Access Person are also deemed, by law, to be Access Persons for purposes of this Code. In addition, Rule 204A-1 under the Advisers Act contains a presumption that, if the investment adviser’s primary business is providing investment advice to Accounts or other advisory clients, then all of its directors, officers and partners are presumed to be Access Persons of any account advised by the adviser.

II. Fiduciary Duties of Access Persons Under Federal Securities Laws

Access Persons owe a fiduciary duty to MIMGL’s Clients. These This includes a duty at all times to place the interests of each Client first. Above all, this means all Access Persons owe an undivided duty of loyalty to MIMGL’s Clients. Further, MIMGL demand the highest degree of personal and professional integrity and ethical behavior from their Access Persons.

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Accordingly, all Access Persons must conduct themselves in an ethical manner and in such a way as to avoid or mitigate not only actual conflicts of interest with MIMGL’s Clients, but also the appearance of a conflict that could compromise the trust such clients have placed in MIMGL.

All Access Persons must comply fully with all applicable laws, including applicable U.S. State and Federal Securities Laws.

III. Conflicts of Interest

Conflicts of interest may exist between various individuals and entities, including MIMGL, Access Persons, and current or prospective Clients and Investors. Any failure to identify or properly address a conflict can have severe negative repercussions for MIMGL, its Access Persons, and/or Clients and Investors. In some cases the improper handling of a conflict could result in litigation and/or disciplinary action.

MIMGL’s policies and procedures have been designed to identify and properly disclose, mitigate, or eliminate applicable conflicts of interest. However, written policies and procedures cannot address every potential conflict, therefore Access Persons must use good judgment in identifying and responding appropriately to actual or apparent conflicts. Conflicts of interest that involve MIMGL and/or its Access Person on one hand, and Clients and/or Investors on the other hand, will generally be fully disclosed and/or resolved in a way that favors the interests of Clients and/or Investors over the interests of MIMGL and its Access Persons. If an Access Person believes that a conflict of interest has not been identified or appropriately addressed, that Access Person should promptly bring the issue to the CCO’s attention.

In some instances conflicts of interest may arise between Clients and/or Investors. Responding appropriately to these types of conflicts can be challenging, and may require robust disclosures if there is any appearance that one or more Clients or Investors have been unfairly disadvantaged. Access Persons should notify the CCO promptly if it appears that any actual or apparent conflict of interest between Clients and/or Investors has not been appropriately addressed.

All Access Persons are subject to the restrictions and disclosure requirements outlined in Macquarie Group’s Conflicts of Interest Policy.

IV. Personal Investments Policies and Procedures

Access Persons trades should be executed in a manner consistent with our fiduciary obligations to our Clients. Trades should avoid actual improprieties, as well as the appearance of impropriety. Employee trades must not be timed to precede orders placed for any Client, nor should trading activity be so excessive as to conflict with the Access Person’s ability to fulfil daily job responsibilities.

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Accounts covered by the Personal Investments Policies and Procedures

Macquarie Group’s Personal Investments Policy and the procedures outlined therein apply to all accounts holding any securities over which Access Persons have any Beneficial Ownership Interest, which typically include accounts held by immediate family members sharing the same household. Immediate family members include children, step-children, grandchildren, parents, step- parents, grandparents, spouses, domestic partners, siblings, parents-in-law, and children-in-law, as well as adoptive relationships that meet the above criteria.

Failure to comply with Macquarie Group’s Personal Investments Policy and the procedures outlined therein may result in the loss of personal trading privileges and may lead to additional disciplinary action, up to and including termination of employment.

When the duty to pre-clear arises

●	You are the person exercising investment discretion over the trade; and
●	The security to be traded is not on the “Exempt from Pre-Clearance” list.

●	shares issued by money market funds and open-ended mutual funds that are not Reportable Funds;
●	transactions in accounts for which the Access Person has no direct or indirect Control (e.g., such as an account managed by an investment adviser on a discretionary basis or purchases that are part of an automatic investment plan);
●	529 Plan interests – must be a government- sponsored plan;
●	fixed annuities and variable annuities (unable to hold individual stocks or bond investments);
●	government securities; and,
●	bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements.

You are not required to pre-clear transactions in any of the securities on the Exempt from Pre-Clearance list above. Transactions in all other securities, including initial public offerings, limited offerings or private placements must be pre-cleared.

Typically, accounts that contain securities that need to be pre-cleared are held in the name(s) of the Access Persons themselves. However, if you, as an Access Person, advise anyone who is not an Access Person (other than clients of MIMGL) on trading in any securities these transactions may need to be pre- cleared. You must advise the CCO or designee before rendering this investment advice.

MIMGL may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper.

Macquarie Group may also maintain a “Restricted List” of securities that are determined to be inappropriate for trading by Access Persons. Compliance will not approve any personal transactions in securities that are associated with any issuers on the Restricted List. The Restricted List may be comprised of, among other things:

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●	Issuers that have outstanding publicly traded securities and with whom MIMGL has entered into a confidentiality agreement;
●	any publicly-traded Portfolio Companies owned by managed funds of MIMGL; and,
●	securities that MIMGL is actively evaluating for purchase or sale in Client accounts, or about which MIMGL might have received material non-public information.

The placement of an issuer on the Restricted List does not necessarily mean that MIMGL has material non- public information about the issuer. At times, an issuer will be added in an abundance of caution to prevent even the appearance of front running or other inappropriate trading.

Trading Window

Pre-clearance is valid until the end of the business day on which approval was granted. Any part of the order that is not executed within this time period must be pre- cleared again or cancelled. It is the responsibility of the Access Person to take the appropriate action.

Trading approval may be extended for transactions executed in overseas markets where differences in time zones would prevent an Access Person from executing a transaction before the end of the business day on which approval was granted.

Minimum Holding Period

There is a minimum holding period of 30 calendar days before you can sell any securities of an issuer whose securities you just purchased.

Waivers from Trading Restrictions

Compliance may, at its sole discretion, provide a waiver to any of the aforementioned trading restrictions. Waivers are rare and Access Persons must demonstrate that a case of undue hardship exists, the waiver will not adversely impact clients, result in the violation of any securities laws, and will not present a conflict of interest.

If Compliance is satisfied that there is a prima facie case, it will provide a written exemption to the Access Person. If approval is granted, the written approval of the waiver will stipulate the duration and conditions of the approval.

V. Access Person Reporting and Certifications

New Access Person Reporting

When an employee is identified as an Access Person by the CCO or designee, the Access Person must declare, as applicable, within 10 calendar days of being advised of the Access Person designation, an initial holdings report that lists all Reportable Securities and any account that has the ability to hold any non-exempt securities. The information in this report cannot be more than 45 days old as measured by the date the employee becomes an Access Person.

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Unless otherwise advised and approved by Compliance, each Access Person shall only be permitted to open a Macquarie MOT brokerage account, and to demonstrate cancellation of any other external brokerage accounts. All reportable accounts must be recorded in PTA.

If an exception is granted by Compliance and/or CCO to allow a brokerage account with a non-designated broker, then unless otherwise agreed by Compliance and/or CCO, the Access Person must provide duplicate copies of periodic (at least quarterly) statements for all securities accounts to Compliance, within 30 days of the statement period. All Access Persons are responsible for ensuring that duplicate statements are provided to Compliance.

If the Access Person, as a part of their employment compensation with the Macquarie Group, received Macquarie Group Limited options, the holding of these options is not reportable in initial or annual holdings reports; however, once these options are exercised and the Access Person acquires common stock, any sale must be pre cleared and all subsequent transactions are reportable in the Access Person’s quarterly transaction reports.

●	title, type of security;
●	as applicable, exchange ticker or CUSIP, number of shares, and principal amount;
●	the name of any broker, dealer or bank with which the Access Person holds an account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit; and,
●	the date the report is submitted.

Access Persons are presumed to be beneficial owners of securities held by immediate family members sharing the same household. As such, their holdings reports, as described in this section, must also be provided to MIMGL.

●	to certify their understanding and their willingness to comply with MIMGL’s compliance programs; and,
●	to confirm that the personal securities holdings information that they have provided is complete and accurate.

Ongoing Quarterly Reporting

●	in Reportable Securities beneficially owned, directly or indirectly, by its Access Persons; and/or
●	over which the Access Person had Control.

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These reports must be submitted within 30 days after each calendar quarter end. Each transaction report must contain the following information, where applicable:

●	the date of the transaction;
●	the security description, and as applicable, the exchange ticker or CUSIP number;
●	number of shares or par value;
●	principal amount of the securities;
●	whether the transaction was a purchase or sale or any other type of acquisition/disposition;
●	the price at which the transaction was effected;
●	interest rate and maturity rate;
●	the name of the broker, dealer or bank with or through which the transaction was effected; and
●	the date the report is submitted.

If the Access Person has directed all financial institutions where they have accounts that hold Reportable Securities to send copies of their account statements and trade activity to Compliance, the Access Person does not have to submit a quarterly transaction report to the CCO as long as Compliance receives the trade activity and account statements within 30 days of the end of the quarter in which the trades were executed. For any new accounts opened Access Persons must instruct the institution hosting their accounts to send to Compliance duplicate trade confirmations and account statements as described above.

Access Persons do not have to submit a quarterly transaction report to the CCO for investments in unlisted securities that have been approved by Compliance

The CCO or designee will require each Access Person to confirm that the transactions effected during the period were in accordance with the Code and that the information reported is complete and accurate. This confirmation will also include a certification for each Access Person to sign with respect to compliance with MIMGL’s Political Contributions Policy and Macquarie Group’s Gift and Entertainment, Conflicts of Interest, and Outside Business Activities Policies.

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Annual Reporting

Every Access Person must submit an updated holdings report (“Annual Report”) each calendar year. The information in the Annual Report cannot be more than 45 days old prior to the date it was submitted.

If the Access Person has directed all financial institutions where they have accounts that hold Reportable Securities to send copies of their account statements and trade activity to Compliance, then the Access Person does not have to submit an Annual Report to the CCO.

Access Persons who have reportable holdings that are not set up for duplicate reporting may submit copies of account statements that contain all of the same information that would be required by the Annual Report and that is current as of the dates noted above. Access Persons should sign and date each such statement before submitting it to the CCO or a designee. Any Reportable Securities not appearing on an attached account statement or duplicate reporting (e.g., private placements or hedge fund interests) must be reported directly to the CCO or a designee as part of the Access Person’s annual certification.

In addition, on an annual basis, the CCO will require each Access Person to certify that they have complied with the terms of the Code and MIMGL’s Compliance Manual.

Exceptions to Reporting Requirements

●	Quarterly reports for any transactions effected pursuant to an automatic investment plan; or,
●	any reports with respect to securities held in accounts over which the Access Person had no direct or indirect Control, such as an account managed by an investment adviser on a discretionary basis or a trust account.

Any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of the CCO or a designee who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO or designee may ask for supporting documentation, such as a copy of the automatic investment plan, a copy of the discretionary account management agreement, and/or a written certification from an unaffiliated investment adviser.

VI. Gifts and Entertainment

Generally, Access Persons may not give or receive any gifts in connection with any business of MIMGL because it may appear improper or raise a potential conflict of interest. However, gifts may be allowed providing they fall within the Macquarie Gifts and Entertainment Policy. This includes normal and customary business entertainment, the cost of which would be paid for by MIMGL as a reasonable expense if not paid for by the other party. While “nominal value” is susceptible to interpretation, a gift or entertainment is not acceptable if an independent third party may believe that the Access Person would be influenced by receiving such gift or entertainment in conducting business. Gifts of an extraordinary or extravagant nature to an Access Person should be declined or returned in order to avoid compromising the reputation of the Access Person or MIMGL.

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All Access Persons are subject to the restrictions and disclosure requirements outlined in Macquarie Group’s Gifts and Entertainment Policy.

When an Access Person gives or receives a gifts or entertainment, they must disclose the gift or entertainment in accordance with Macquarie’s Gift and Entertainment Policy.

If you have any questions about the propriety of a gift you may be offered or may wish to offer to another or any other arrangement, please consult the CCO.

VII. Political Contributions

Introduction

Rule 206(4)-5 of the Advisers Act (commonly referred to as the “Pay-to-Play” rule) addresses the various arrangements by which a U.S.-registered investment adviser may seek to influence the award of advisory business by making or soliciting political contributions to U.S. government officials charged with awarding such business. Under Rule 206(4)-5, Access Persons are prohibited from making contributions in excess of applicable federal, state, or local limitations.

The Pay-to-Play rule includes a provision that makes it unlawful for an adviser or any of its covered associates to do anything indirectly which, if done directly, would result in a violation of the rule. As a result, an adviser and its covered associates could not funnel payments through third parties (including, for example, consultants, attorneys, family members, friends or companies affiliated with the adviser) as a means to circumvent the rule.

If violated, the Pay-to-Play Rule prohibits the receipt of compensation from a government entity for advisory services for two years following a Contribution to any official of that “government entity”. This prohibition also applies to “covered associates” of the adviser.

●	any general partner, managing member or executive officer, or other individual with a similar status or function;
●	any employee that solicits a government entity for the adviser, as well as any direct or indirect supervisor of that employee; and
●	any political action committee controlled by the adviser or by any person that meets the definition of a “covered associate.”

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Each potential contribution must be assessed for compliance with all applicable federal, state, and local restrictions. Generally, contributions to any incumbent, candidate, or successful candidate for any state or local office may be approved if the contribution does not exceed,

●	US$350 or less per election, in any state or local election in which that Access Person is entitled to vote;
●	US$350 to a current state or municipal official seeking the U.S. Presidency; or
●	US$150 or less per election, for any election in which that Access Person is not entitled to vote.

However, from time to time, applicable state and local law or contractual provisions with current government entity clients may require a denial of a contribution below these limits.

Pre-clearance requirements

To prevent contraventions of the Pay-to-Play Rule, current Access Persons are required to pre-clear all political contributions - state, local and federal with Compliance using the format prescribed by Compliance.

Pre-clearance is required for any fundraising activities reasonably expected to solicit contributions from other persons or otherwise facilitate such contributions through coordination or solicitation.

Certain volunteering activities for a political campaign may be deemed, for purposes of the Pay-to-Play Rule, as either a contribution or fundraising activity. Accordingly, all volunteer activities are required to be pre-cleared.

●	Using the Company’s name;
●	During work hours;
●	On Company premises; and/or,
●	With the use of any Company equipment, property, funds or personnel.

General Prohibitions

All staff are prohibited from performing any act that would directly or indirectly result in a violation of the Pay-to-Play Rule. Staff may not use other persons (including family members), entities, Company affiliates, third party solicitors, and/or, political action committees (PACs) to circumvent the Pay-to-Play Rule.

All staff are prohibited from establishing, controlling, or being involved with a PAC or any other entity that makes, solicits, or coordinates political contributions to a government entity other than any PAC established by Macquarie.

Restrictions on payments for the solicitation of clients or investors

The Pay-to-Play Rule prohibits the compensation of any person to solicit a government entity unless the solicitor is an officer or employee of the adviser, or unless the recipient of the compensation (i.e., solicitation fee) is another registered investment adviser or a registered broker/dealer.

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However, a registered investment adviser will be ineligible to receive compensation for soliciting government entities if the adviser or its covered associates made, coordinated, or solicited Contributions or payments to the government entity during the prior two years in excess of the de minimis exceptions noted above.

MIMGL will only compensate third parties for referrals of Clients or Investors that are affiliated with government entities if the solicitor is an eligible “regulated person,” as defined by Rule 206(4)-5 under the Advisers Act, and if the solicitor and its covered associates have not made any disqualifying Contributions during the past two years.

Restrictions on the coordination or solicitation of contributions

The Pay-to-Play Rule prohibits an adviser and its covered associates from coordinating or soliciting any Contribution or payment to an Official of the government entity, or a related local or state political party where the adviser is providing or seeking to provide investment advisory services to the government entity.

Charitable Donations

Charitable donations to legitimate not-for-profit organizations, even at the request of an official of a government entity, do not implicate Rule 206(4)-5. Donations by MIMGL or Access Persons to charities with the intention of influencing such charities to become Clients or Investors are strictly prohibited.

Access Persons should notify the CCO about any actual or apparent conflict of interest in connection with any charitable contribution, or about any contribution that could give an appearance of impropriety.

Approval Process

Once a pre-clearance request is received, the Compliance team will review the request for compliance with the Pay-to-Play Rule, applicable law, and internal policy.

Access Persons will be notified in writing (hard copy and/or electronic notification) of the Compliance team’s final determination.

No contribution may be made prior to written approval by Compliance. Staff may not make contributions or engage in activities in excess of what was precleared and approved by Compliance.

Any contribution approved by the Compliance team shall be made within thirty (30) calendar days of the date of approval.

Approved contributions that have not been made within thirty (30) calendar days of approval must be resubmitted to the Compliance team to be reviewed and approved again.

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Reporting

New Access Person Reporting
When an individual is first designated as an Access Person, the individual must disclose any political contributions made up to two years prior to their Access Person designation date along with their new Access Person paperwork due within 10 days of hire.

Quarterly Certification
On a quarterly basis, Access Persons are required to submit a certification that they have complied with the Pay-to-Play Rule and provide a list of contributions made during the preceding calendar quarter. This certification is maintained by the Chief Compliance Officer, or their designate, and updated from time to time.

Penalty for non-compliance

Any Access Person who violates MIMGL’s political contribution policy shall immediately report the violation to the MAM Compliance team. Upon notification of a violation, the MAM Compliance team shall, in consultation with the Chief Legal Officer, be responsible for taking the appropriate steps necessary to avoid violations of the Pay-to-Play Rule or other applicable laws, or any other steps as necessary and appropriate under the circumstances, including determining whether MIMGL is subject to a “two-year time out” under Rule 206(4)-5.

An Access Person who fails to pre-clear a contribution or otherwise violates the Political Contribution Policy may be required to clawback the contribution and will be subject to disciplinary action up to and including termination.

Recordkeeping

●	A list of all “covered associates” (unless otherwise noted, all Access Persons are covered associates for this purpose);
●	A list of all third-party solicitors it pays, directly or indirectly, to solicit potential government Clients or Fund Investors;
●	A list of all of MIMGL’s direct or indirect political contributions and those made by its Access Persons to officials of a government entity as well as payments to political parties or political action committees;
●	Each government entity that invests in a Covered Investment Pool (as defined in Rule 206(4)-5) whose account can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the Covered Investment Pool or its transfer agent;
●	Each account that was identified as belonging to or existing for the benefit of a government entity – at or around the time of the initial investment – to the adviser or one of its client servicing employees, regulated persons or covered associates;

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Each government entity that sponsors or establishes a 529 Plan and has selected a specific Covered Investment Pool as an option to be offered by such 529 Plan; and

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Each government entity that has been solicited to invest in a Covered Investment Pool either (i) by a covered associate or regulated person of MIMGL; or (ii) by an intermediary or affiliate of the Covered Investment Pool if a covered associate, regulated person, or client servicing employee of MIMGL participated in or was involved in such solicitation, regardless of whether such government entity invested in the Covered Investment Pool.

Lobbying activities

Certain jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes:
(1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation;
(2) communicating with certain government officials for the purpose of influencing government action (e.g., awarding of a government mandate or contract, investment by a government pension plan in a managed fund, etc.); or,
(3) engaging in research or other activities to support or prepare for such communication.

Certain meetings with, or solicitation of, public employees or officials may constitute lobbying in certain jurisdictions.

In order to ensure that MIMGL complies with applicable lobbying laws, Access Persons must notify the Chief Compliance Officer (or delegate) before engaging in any activity on behalf of MIMGL that might be considered lobbying. The Chief Compliance Officer, or their designate, will determine whether MIMGL or its Access Persons need to make any federal, state or local filings pursuant to applicable lobbying laws.

VIII. Service on a Board of Directors

●	the CCO determines that serving on the Board would be consistent with the interests of MIMGL or, where applicable, MIMGL’s clients;
●	appropriate information barrier procedures are established;
●	the CCO provides written authorization that the Access Person can serve on the Board; and,
●	the Access Person agrees to excuse himself or herself from any decisions regarding that entity’s investment activities.

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IX. Outside Business Activities

All MIMGL Access Persons are subject to the restrictions and disclosure requirements of Macquarie’s Outside Business Activities Policy.

●	serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership;
●	making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies (investments in publicly traded companies may require prior approval of the CCO or designee, in accordance with personal securities trading procedures described above);
●	accepting a second job or part-time job of any kind or engaging in any other business outside of MIMGL or other positions within the Macquarie Group;
●	forming or participating in any bank group in connection with a bankruptcy or distressed situation;
●	forming or participating in any committee in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest; and
●	receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Macquarie Group, whether as a fee, commission, bonus or other consideration such as stock, options or warrants.

Approval will be granted on a case-by-case basis, subject to careful consideration of potential conflicts of interest, disclosure obligations, and any other relevant regulatory issues.

No Access Person may utilize property of MIMGL or utilize the services of MIMGL or their employees, for their personal benefit or the benefit of another person or entity, without approval of the CCO. For this purpose, “property” means both tangible and intangible property, including funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property, proprietary processes, and ideas for new research or services.

●	disclosing in writing all necessary facts to the CCO;
●	offering the particular opportunity to MIMGL; and
●	obtaining written authorization to participate from the CCO.

An Access Person who is granted approval to engage in an outside business activity must not transmit material non-public information between MIMGL and the outside entity. If participation in the outside business activity results in the Access Person’s receipt of material non-public information that could reasonably be viewed as relevant to MIMGL’s business activities, the Access Person must discuss the scope and nature of the information flow with the CCO. Similarly, if an Access Person receives approval to engage in an outside business activity and subsequently becomes aware of a material conflict of interest that was not disclosed when the approval was granted, the conflict must be promptly brought to the attention of the CCO.

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X. Compliance and Sanctions

If you become aware of or suspect any violations of the Code, you must report them to the CCO as soon as practicable. Reports may be made anonymously as detailed in the Whistleblower Policy. MIMGL has zero tolerance for reprisals against employees making reports, in good faith, of perceived wrongdoing.

The CCO will review the records obtained pursuant to the Code to ensure that all Access Persons are complying with its provisions. All records shall be maintained in accordance with Rule 204-2 under the Advisers Act, as further described in MIMGL’s Compliance Manual.

MIMGL may, as deemed appropriate, impose sanctions, including, a fine, letter of censure, revoking personal securities trading privileges, or suspension or termination of employment of any Access Person who violates any provision of the Code.

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DEFINITIONS

For Purposes of this Code of Ethics:

1)	“Access Person” means:
	a)	any director, partner, officer, Advisory Person or employee of MIMGL; and/or
	b)	Any person who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any other of MIMEL’s clients; and/or
	c)	Any person who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.
	For the purposes of this manual “Access Person” does generally not include non-executive directors of MIMGL
2)	“Advisory Person” means any director, officer, general partner or employee of MIMGL 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 any other MIMGL client, or whose functions relate to the making of any recommendation with respect to such purchases or sales; and any natural person in a control relationship to MIMGL who obtains information concerning recommendations made to any other of MIMGL’s clients with regard to the purchase or sale of Covered Securities by any other of MIMGL’s clients.
3)	“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
4)	“Beneficial Ownership Interest” means any direct or indirect interest in the name of the MIMGL employee as well as any direct or indirect interest in the name of the MIMGL employee’s spouse, child, all persons residing with or financially dependent upon the MIMGL employee, any person to whom the MIMGL employee contributes material financial support and any account over which the MIMGL employee exercises control.
5)	“CCO” means the Chief Compliance Officer or their designee.
6)	“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
7)	“COO” means the Chief Operating Officer or their designee.
8)	“Covered Security” means a security as defined in section 2(a)(36) of the 1940 Act, except that it does not include:
	a)	Direct obligations of the Government of the United States;

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	b)	Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and
	c)	Shares issued by open-end Funds.
9)	“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
10)	“Fund” means an investment company registered under the 1940 Act.
11)	“Initial Public Offering” (“IPO”) means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
12)	“Investment Personnel” means any employee of MIMGL (or of any company in a control relationship to MIMGL) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by MIMGL; or any person who controls MIMGL and who obtains information concerning recommendations made to MIMGL regarding the purchase or sale of securities by any client.
13)	“Limited Offering” or “Private Placement” means an offering of securities that is exempt from registration under the 1933 Act pursuant to section 4(2) or 4(6) or pursuant to rule 504, 505, or 506 under the 1933 Act.
14)	“MIMGL Client Accounts” means any account to which MIMGL acts as an investment adviser or a sub-investment adviser.
15)	“PM” means the relevant Portfolio Manager or their designee and may include a member of the investment management team.
16)	“Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.
17)	“Reportable Fund” means (i) any Fund for which MIMGL serves as an investment adviser; and/or (ii) any Fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with MIMGL.
18)	“Reportable Security” means a security as defined in section 202(a)(18) of the Act (15 U.S.C. 80b-2(a)(18)), except that it does not include:
	a)	Direct obligations of the Government of the United States;
	b)	Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
	c)	Shares issued by money market funds;
	d)	Shares issued by open-end funds other than reportable funds; and

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	e)	Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.
19)	“Security Held or to be Acquired” by a Fund means:
		(i)	Any Covered Security which, within the most recent 15 days:
			(1)	Is or has been held by the Fund; or
			(2)	Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and
		(ii)	Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described above in 12(i).

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EX-99.p.7

Cardinal Capital Management, L.L.C. Code of Ethics

April 2021

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CARDINAL CAPITAL MANAGEMENT, L.L.C.

CODE OF ETHICS FOR U.S. REGISTERED INVESTMENT COMPANIES

INTRODUCTION

This Code of Ethics (the “Code”) has been adopted by Cardinal Capital Management, L.L.C. (“Adviser”) with respect to Adviser’s investment advisory services to all of its clients, including each client that is a U.S. registered investment company or series thereof (each a “Client”). The Code establishes standards and procedures for the detection and prevention of inappropriate personal securities transactions by persons having knowledge of the investments and investment intentions of a Client and addresses other situations involving a potential conflict of interest. Definitions of underlined terms are included in Appendix A.

This Code is intended to ensure that the personal securities transactions of persons subject to the Code are conducted in accordance with the following principles:

	(i)		The duty at all times to place first the interests of Clients;
	(ii)		The requirement that all personal securities transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s responsibility and position of trust; and
	(iii)		The fundamental standard that Adviser personnel not take inappropriate advantage of their positions.
	(iv)		The trading by the Adviser’s personnel is conducted in a manner that does not adversely affect clients and is conducted in a manner consistent with the fiduciary duty owed by the Adviser to its clients and prevents violations of the federal securities laws.

1. WHO IS COVERED BY THIS CODE

This Code applies to all partners, officers and employees of Adviser. Certain provisions apply only to Access Persons and Investment Personnel. Adviser forbids any partner, officer and employee from engaging in any conduct which is contrary to this Code or Adviser’s Insider Trading Policy and Related Procedures. All Access Persons are subject to the Code’s restrictions and requirements regarding opening securities accounts, effecting securities transactions, reporting securities transactions, maintaining information and documents in a confidential manner and other matters. This Code shall not apply to Cardinal Value Equity Partners, L. P. , or to any other private investment partnership to which the adviser serves as general partner, provided that persons subject to this Code do not control any such private investment vehicle. Failure to comply with this Code is a very serious matter and may result in disciplinary action, including, among other things, monetary fines, disgorgement of profits, and suspension or termination of employment.

It is Cardinal’s policy that every Cardinal employee shall report any violation or suspected violation of this Code of Ethics to the Chief Compliance Officer or any Cardinal Capital Managing Partner and be assured that there will be no negative repercussions as a result of the reporting.

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2. PERSONAL TRADING POLICIES

	a.		Employees of the company are strongly discouraged from investing personally (as well as in accounts over which they have discretion or in accounts of other individuals residing in the same household) in the Covered Securities of companies that are currently held in Cardinal’s portfolios, pending on the trading desk, or actively followed by Cardinal because of the potential for or appearance of conflicts of interest.
			Towards that end, any personal equity securities transaction (purchase or sale) which involves a company whose securities are held in Cardinal’s portfolios, pending on the trading desk, or actively followed by Cardinal must be approved by the Compliance Officer (or his/her designee, in the absence of the Compliance Officer) in writing before the trade is entered as outlined in 2b.
	b.		Trade authorizations should be requested via e-mail to the Compliance Officer. A return e-mail should be received by the employee within 2 hours either authorizing the trade or explaining the reason why the request was denied. Approvals will be valid for 24 hours from receipt and will be given only after the Compliance Officer has determined that the trade will not have an adverse effect on clients, including, without limitation:

				(i)	that there have been no pending or completed block trades, representing a change in Cardinal’s model portfolio(s), in that company during:

	□	the previous five trading days (in the case of a trade which is in the same direction), or
	□	the previous five trading days (in the case of a trade in the opposite direction)

				(ii)	and that there are no anticipated block trades, representing a change to the model portfolio(s) in that company’s securities for any of Cardinal’s portfolios in the next five days.

	c.		If an employee purchases an equity security issued by a company held in Cardinal’s portfolio or pending on the trading desk, the security must then be held until after Cardinal has sold that security in all of its client accounts. If an employee purchases a security issued by a company actively followed by Cardinal and Cardinal subsequently purchases shares in that company within six months of the employee purchase, then the security must then be held until after Cardinal has sold that security in all of its client accounts. If Cardinal subsequently purchases shares in the company after the six month date of the employee purchase, the purchased security would be grandfathered as in 2d below. In extraordinary circumstances, these requirements may be waived by the Compliance Officer. Exceptions will generally be granted in the case of a tender offer or other corporate action which is extended to all shareholders in a pro-rata fashion. The employee will then be permitted to sell his/her investment.
	d.		All personal investments in the equity securities of companies in Cardinal’s portfolio, pending on the trading desk, or actively followed by Cardinal as of October 10, 2005 are grandfathered and may be sold prior to Cardinal’s liquidation of its investment. In addition, in the case of Cardinal’s investment in a company (or active monitoring thereof) after its securities are owned by an employee or in the case of a new employee joining Cardinal and possessing securities in companies owned in the Cardinal portfolios, these securities will also be grandfathered. In addition, any security which, after an employee has purchased the security, subsequently is bought or merged for stock with a Cardinal portfolio company shall also be grandfathered as long as the employee purchased the security six months before the effective date of the merger. Any such sale of those grandfathered investments must still be preceded by obtaining prior written approval (as outlined in 2b) from the Compliance Officer. Approvals will also be valid for 24 hours from receipt. Approvals will be given only after the Compliance Officer has determined that the conditions in paragraph 2b exist.

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	e.		Short sales or purchases of put options on companies held in Cardinal’s portfolios are strictly prohibited.
	f.		All personal transactions in equity securities of companies currently not in Cardinal portfolios (or in open trading orders or actively followed) require only that notification of the transaction must be provided to the Compliance Officer within one business day of the transaction. It is the obligation of the employee to take timely and reasonable efforts to determine if the securities to be traded are in the Cardinal portfolio, pending on the trading desk or actively followed by Cardinal.
	g.		With respect to all personal trades in the AIC II Cardinal Small Cap Value Fund, SEI Institutional Trust-Small/Mid Cap Equity Fund, SEI US Small Company Equity Fund, SIMT Small Cap Value Fund, SIMT Tax-Managed Small/Mid Cap Fund, Russell Equity II Fund, Optimum Small-Mid Cap Value Fund and the Vanguard Explorer Value Fund, of which Cardinal is an investment sub- advisor to each, notification of any purchases or sales of the Fund’s must be emailed to The Compliance Officer before trading. (trades in above referenced mutual funds that are offered through Cardinal’s 401k Plan do not require notification.)

Notwithstanding the above, any issues or questions not addressed specifically by the preceding should be brought to the attention of the Compliance Officer.

3. GIFTS AND BUSINESS ENTERTAINMENT POLICY

The giving and receiving of gifts and entertainment should never create or appear to create a conflict of interest, interfere with the impartial fulfillment of our responsibilities to clients, or place Cardinal Capital in a difficult or compromising position. When in doubt seek guidance from a Cardinal Managing Partner, Chief Compliance Officer or Chief Operating Officer. This gift and entertainment policy is an integral part of this Code of Ethics.

Note that the dollar limits and the reporting requirements of this policy do not apply to meals of nominal value that are necessitated by business obligations, such as lunch or coffee when at a business meeting with or on behalf of a client, or dinner where the speaker discusses matter which are relevant to the Adviser’s services to its clients.

	(a)		All Partners, Officers and Employees:

			(i)	Gifts. A gift is defined as anything of value, whether object, service, or intangible that you receive without paying for it. No Partners or employees should accept or offer gifts of any kind from/to third parties except those gifts of a de minimis nature, which for the purposes of this policy shall be defined as valued at less than $100. Total value of aforementioned gifts should not exceed $200 exchanged per year per individual per third party entity.

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				Partners and Employees of Cardinal may not give any gift of more than the deminimus value to existing investors, prospective investors, or any entity that does business with or potentially could conduct business with or on behalf of the Adviser without the prior written approval of the CCO or his or her designee.
			(ii)	Entertainment.
				Partners or employees may accept or offer reasonable business meals or entertainment to/from persons associated with securities or financial organizations or clients or prospective clients provided that both the employee and the recipient are present and there is a business purpose for the entertainment. Given that the firm’s business is highly relationship driven, it is anticipated that partners and employees may entertain the same person multiple times per year. However, Employees should not spend or receive more than $300 per person/per event on business meals/entertainment on such occasions without receiving approval from a Cardinal Managing Partner or the CCO in advance.

Reporting: Partners and employees must report gifts and entertainment to Compliance. The Compliance Officer may require that any such gift be returned to the provider or that an expense be repaid by the Partner or employee. Promotional gift items with logos and entertainment/meals served on site and other refreshments served on site at the offices of Cardinal, a client or a vendor in connection with a “working meeting” are excluded.

Valuation: Each employee shall be responsible for determining the value of gifts, meals or entertainment hereunder. Cardinal will be relying on each employee to make a good faith estimate of the value of the item. In those circumstances where the face value of an item is significantly less than its market value (e.g. a ticket to a highly sought after sporting event), the market value shall be used)

Monitoring: Compliance will periodically monitor reimbursement requests for gifts and entertainment and electronic communications of all Partners and Employees of Cardinal to review compliance with this policy.

Recordkeeping. Compliance will maintain records or any gifts and/or business entertainment events so reported.

4. PROHIBITED TRANSACTIONS

All Partners, Officers and Employees:

			(i)	Prohibition Against Fraudulent Conduct. No partner, officer or employee may use any information concerning a security held or to be acquired by a Client, or his or her ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Client. In addition, no partner, officer or employee shall, directly or indirectly:

				(1)	Employ any device, scheme or artifice to defraud a Client or engage in any manipulative practice with respect to a Client;

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				(2)	Make to a Client, any untrue statement of a material fact or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
				(3)	Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client; or
				(4)	Engage in any manipulative practice with respect to a Client.

			(ii)	Confidentiality. Except as required in the normal course of carrying out their business responsibilities, no partner, officer or employee shall reveal information relating to the investment intentions or activities of any Client, or securities that are being considered for purchase or sale on behalf of any Client.

	(b)		Access Persons. In addition to the restrictions in Section 3(a), Access Persons are subject to the following restrictions:

			(i)	Undue Influence. Access Persons shall not cause or attempt to cause any Client to purchase, sell or hold any security in a manner calculated to create any personal benefit to them and shall not recommend any securities transactions for a Client without having disclosed their interest, if any, in such securities or the issuer thereof, including, without limitation, (i) beneficial ownership of any securities of such issuer, (ii) any position with such issuer or its affiliates and (iii) any present or proposed business relationship between the Access Person (or any party in which he or she has a significant interest) and such issuer or its affiliates.
			(ii)	Corporate Opportunities. Access Persons shall not take personal advantage of any opportunity properly belonging to a Client.
			(iii)	Other Prohibited Transactions. Access Persons shall not:

				(1)	Induce or cause a Client to take actions or to fail to take action, for personal benefit rather than for the benefit of the Client;
				(2)	Accept anything other than of de minimis value or any other preferential treatment from any broker-dealer or other entity with which a Client does business;
				(3)	Establish or maintain an account at a broker-dealer, bank or other entity through which securities transactions may be effected without written notice to the designated Review Officer prior to establishing such an account;
				(4)	Use knowledge of portfolio transactions of a Client for their personal benefit or the personal benefit of others; or

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				(5)	Violate the anti-fraud provisions of the federal or state securities laws.

	(c)		Access Persons. In addition to the restrictions in Section 3 (Access Persons are subject to the following restrictions:

			(i)	Initial Public Offerings. Access Persons must obtain prior written approval from the designated Review Officer before directly or indirectly acquiring securities in an initial public offering.
			(ii)	Private Placements Access Persons may not directly or indirectly acquire securities in a private placement unless the Review Officer determines whether the investment opportunity should be reserved for a Client, and whether such opportunity is being offered to the Access Persons by virtue of their position with the Client. Any Access Persons of a Client who has taken a personal position through a private placement will be under an affirmative obligation to disclose that position in writing to the Review Officer if he or she plays a material role in the Client’s subsequent investment decision regarding the same issuer; this separate disclosure must be made even though the Access Persons has previously disclosed the ownership of the privately placed security in compliance with the preclearance requirements of this section. Once disclosure is given, an independent review of the Client’s investment decision will be made.

	(d)		Investment Personnel shall not serve on the boards of directors of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Client and its shareholders.

5. REPORTING REQUIREMENTS

	(a)		Reporting. Access Persons, must report to the designated Review Officer the information described in this Section with respect to transactions in any Covered Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership. Employees must annually report all their non-discretionary accounts (including those of members of their household). The report must include account number and broker name. Employees are not required to report holdings and transactions for non-discretionary accounts.
	(b)		Exclusions from Reporting. Purchases or sales in Covered Securities in an account in which the Access Person has no direct or indirect control are not subject to the reporting requirements of this Section.
	(c)		Initial Holding Reports. No later than ten (10) days after an Access Person becomes subject to this Code he or she must report the following information:

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			(i)	The title, number of shares and principal amount of each Covered Security (whether or not publicly traded ) in which the Access Person has any direct or indirect Beneficial Ownership as of the date he or she became subject to this Code;
			(ii)	The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the Access Person direct or indirect benefit as of the date he or she became subject to this Code; and
			(iii)	The date that the report is submitted.

	(d)		Quarterly Transaction Reports. No later than ten (10) days after the end of a Quarter, Access Persons must report the following information:

			(i)	With respect to any transaction during the quarter in a Covered Security (whether or not publicly traded) in which the Access Person has, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership:

				(1)	The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, exchange ticker symbol or cusip number and the principal amount of each Covered Security involved;
				(2)	The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
				(3)	The price of the Covered Security at which the transaction was effected;
				(4)	The name of the broker, dealer or bank with or through which the transaction was effected; and
				(5)	The date that the report is submitted.

			(ii)	With respect to any account established by the Access Person in which any Covered Securities (whether or not publicly traded) were held during the quarter for your direct or indirect benefit:

				(1)	The name of the broker, dealer or bank you established the account;
				(2)	The date the account was established; and
				(3)	The date that the report is submitted.

	(e)		Annual Holdings Reports. Annually, all Access Persons must report the following information (which information must be current as of a date no more than thirty (30) days before the report is submitted):

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			(i)	The title, number of shares, exchange ticker symbol or cusip number and principal amount of each Covered Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership;
			(ii)	The name of any broker, dealer or bank with whom you maintain an account in which any securities are held for his or her direct or indirect benefit; and
			(iii)	The date that the report is submitted.

	(f)		Certification of Compliance. All Access Persons are required to certify annually (in the form of Attachment A) that they have read and understood the Code and recognize that they are subject to the Code. Further, all Access Persons are required to certify annually that they have complied with all the requirements of the Code and have disclosed or reported all personal securities transactions pursuant to the requirements of the Code.
	(g)		Alternative Reporting. The submission to the Review Officer of duplicate broker trade confirmations and statements on all securities transactions shall satisfy the reporting requirements of Section 4(e).
	(h)		Report Qualification. Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Covered Securities to which the report relates.
	(i)		Account Opening Procedures. All Access Persons shall provide notice to the Review Officer prior to opening any account with any entity through which a Covered Securities transaction may be effected. In addition, Access Persons must promptly:

			(i)	Provide full access to a Client, its agents and attorneys to any and all records and documents which a Client considers relevant to any securities transactions or other matters subject to the Code;
			(ii)	Cooperate with a Client, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code.
			(iii)	Provide a Client, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter to the Code; and
			(iv)	Promptly notify the Review Officer or such other individual as a Client may direct, in writing, from time to time, of any incident of noncompliance with the Code by anyone subject to this Code.

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6. REVIEW OFFICER

	(a)		Duties of Review Officer. the Chief Compliance Officer of the Adviser, has been appointed as the Review Officer to:

			(i)	Review all securities transaction and holdings reports and maintain the names of persons responsible for reviewing these reports;
			(ii)	Identify all persons subject to this Code who are required to make these reports and promptly inform each person of the requirements of this Code;
			(iii)	Compare, on a monthly basis, all Covered Securities transactions within the past 60 days with each Client’s completed portfolio transactions to determine whether a Code violation may have occurred;
			(iv)	Maintain a signed acknowledgement by each person who is then subject to this Code, in the form of Attachment A; and
			(v)	Identify persons who are Access Persons of the Client and inform those persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring ownership of a security an initial public offering or a security in any private placement.

	(b)		Potential Trade Conflict. When there appears to be a transaction that conflicts with the Code, the Review Officer shall request a written explanation of the person’s transaction. If after post-trade review, it is determined that there has been a violation of the Code, a report will be made by the designated Review Officer with a recommendation of appropriate action to Adviser’s Managing Member.
	(c)		Required Records. The Review Officer shall maintain and cause to be maintained:

			(i)	A copy of any code of ethics adopted by Adviser which has been in effect during the previous five (5) years in an easily accessible place;
			(ii)	A record of any violation of any code of ethics and of any actions taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;
			(iii)	A copy of each report made by anyone subject to this Code as required by Section 5 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;
			(iv)	A list of all persons who are, or within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by Adviser, in an easily accessible place;

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			(v)	A copy of each written report and certification required pursuant to Section 5(e) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and
			(vi)	A record of any decision, and the reasons supporting the decisions, approving the acquisition by Investment Personnel of initial public offerings or privately placed securities for at least five (5) years after the end of the fiscal year in which the approval is granted.

	(d)		Post-Trade Review Process. Following receipt of trade confirms and statements, transactions will be screened for violations of the Code, including the following:

			(i)	Same day trades: transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Client for which they are an Access Person.
			(ii)	Potential conflicts: transactions by Access Persons in securities, which, within the most recent 15 days, are or have been held by a Client or are being or have been considered by a Client or Adviser for purchase by a Client.
			(iii)	Other activities: Transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code.

	(e)		Submission to Investment Company Boards of Directors. The Review Officer shall annually prepare a written report to the Board of Directors of any Client that is a registered investment company that:

			(i)	Describes any issues under this Code or its procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and
			(ii)	Certifies that Adviser has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code.

7. POLITICAL CONTRIBUTIONS

No partner or employee, or their family members, should make a contribution in excess of $350 per election to any candidate for whom they are eligible to vote who would be directly or indirectly responsible for (or can influence the outcome of) the hiring of an investment adviser or has the power to appoint any person who is directly or indirectly responsible for (or can influence the outcome of) the hiring of an investment adviser, and $150 to other candidates. Any employee who wishes to make any political contribution (or whose family member wishes to make any political contribution) must seek pre-clearance from Cardinal’s Chief Compliance Officer.

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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS

APPENDIX A: DEFINITIONS

(a)		Access Person means:

		(i)	Each managing member or officer of Adviser, any employee or agent of Adviser, or any company in a control relationship to Adviser who, in connection with the person’s regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by a Client advised by Adviser, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and
		(ii)	Any natural person in a control relationship to Adviser who obtains information concerning recommendations made to a Client by Adviser with regard to the purchase or sale of Covered Securities by the Client;

(b)		Act means the Investment Company Act of 1940, as amended.
(c)		Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Covered Securities which an Access Person owns or acquires. A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security.
		Indirect pecuniary interest in a security includes securities held by a person’s immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).
(d)		Control means the power to exercise a controlling influence over the management or policies of a company, unless this power is solely the result of an official position with the company. Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder thereof control over the company. This presumption may be rebutted by the Review Officer based upon the facts and circumstances of a given situation.
(e)		Covered Security means any security except:

		(i)	Direct obligations of the Government of the United States;
		(ii)	Banker’s acceptances and bank certificates of deposits;

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		(iii)	Commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;
		(iv)	Repurchase agreements covering any of the foregoing; and
		(v)	Shares of registered open-end investment companies for which Cardinal does not Act as Investment Adviser

(f)		Investment Personnel means any employee of Adviser who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Client managed by Adviser; and any individual who controls Adviser or a Client for which Adviser is an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client.
(g)		Purchase or sale includes, among other things, the writing of an option to purchase or sell.
(h)		Security held or to be acquired by the Client means

		(i)	Any Covered Security which, with the most recent 15 days (x) is or has been held by the applicable Client or (y) is being or has been considered by the applicable Client or its investment adviser for purchase by the applicable Client; and
		(ii)	Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security

(i)		Securities actively followed by Cardinal means all companies with a market capitalization of $25 billion and under.

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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS
APPENDIX B

List of Access Persons

Adviser	AP	IP	As of Date	Client	End Date
Gene Fox	X	X	3/20/07	All
Sanford	X		11/6/2017	All
Brown
Rob	X	X	3/20/07	All
Kirkpatrick
Rachel	X	X	3/20/07	All
Matthews
Christopher	X	X	8/23/07	All
Robertson
Elyse Lurie	X		1/23/2017
Chitra	X	X	3/20/07	All
Sundaram
Regina	X		5/16/19	All
Grebb
Michael	X	X	9/29/11	All
Cotogno
Robert Fields	X	X	4/15/13	All
Mike	X	X	6/2/14	All
Povemba
Dahlia Black	X	X	10/29/14	All
Diane Davol	X		01/07/13	All
Victor Alves	X		11/13/15	All
Jonathan	X		12/07/15	All
Webster
Ross	X		01/04/16	All
Weissman
William	X	X	06/18/18	All
Scanlon

AP=Access Person; IP=Investment Personnel

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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS

ATTACHMENT A
ACKNOWLEDGEMENT

I understand that I am subject to the Code of Ethics of Cardinal Capital Management, L.L.C. (“Adviser”). I have received, read and I understand the Adviser Code of Ethics and any amendments thereto and I certify that I have complied with the requirements of the Code of Ethics and I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.

Signature		Date
Printed Name

This form must be completed and returned to Adviser’s Compliance Department.

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EX-99.p.9

Statement of Purpose
The investment advisors, investment companies, distributor companies and service companies listed in Addendum A (collectively, the “Firm”) have adopted this Code of Ethics (the “Code”), which establishes a standard of conduct for Firm employees by:

■	Providing clear guidance to all employees that the Firm clients’ interests come first – ahead of all personal interests;
■	Providing policies and procedures consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 40 Act; and
■	Seeking to avoid conflicts of interests, or the appearance of such conflicts, when officers, directors, supervised persons, employees and other persons of the Firm own or engage in transactions involving securities.

The Code applies to persons deemed to be Access Persons of the Firm, as defined below under Definitions. Access Persons include any officer, director, employee or other person of the Firm. Access Persons also include positions held by consultants, contractors, temporary employees, interns, co-op students and Principal Financial Group (“Principal”) Human Resources (“HR”) and Legal staff supporting the Firm also qualify as Access Persons unless otherwise determined by Compliance. Please see the Addendums for a custom Principal Funds Access Person definition applicable to the Funds, as well as other custom provisions applicable to certain entities of the Firm.

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

Policy Sections of the Code include:

■	Standards of Business Conduct
■	Protection of Material Non-Public Information
■	Personal Account Reporting
■	Personal Security Transactions
■	Reporting and Certification Requirements
■	Failure to Report and Comply
■	Administration
■	Compliance Contacts / Definitions / Addendums

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

■	The interests of the Firm clients must be placed first at all times;
■	Access Persons must act honestly and fairly and with due skill, care and diligence in the best interest of Firm clients and the integrity of the market;
■	Access Persons have an obligation to observe just and equitable principals of trading;
■	All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;
■	Access Persons should not take advantage of their positions; and
■	Access Persons must comply with applicable Federal Securities Laws.

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

Protection of Material Non-Public Information

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Access Persons must review and comply with the Insider Trading Policy. It is unlawful to trade in any security based on material nonpublic (or inside) information or to disclose such information to others who may profit from it. This applies to all types of securities, including equities, options, debt and mutual funds. All Access Persons will keep information pertaining to clients’ portfolio transactions and holdings confidential. No person with access to securities recommendations or pending securities transactions and client portfolio holdings should disclose this information to any person unless such disclosure is made in connection with his or her regular functions or duties. All possible care should be taken to avoid discussing confidential information with anyone who would not normally have access to such information.

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

Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (“34 Act”) when determining whether a person is a beneficial owner of a Security. For example, the term Beneficial Ownership shall encompass:

(1)	Securities in the person’s own Accounts;
(2)	Securities owned by members of the person’s immediate family sharing the same household;
(3)	a person’s proportionate interest in the portfolio of Securities held by a partnership, trust, corporation or other arrangements; and
(4)	Securities a person might acquire or dispose of through the exercise or conversion of any derivative Security (e.g. an option, whether presently exercisable or not).

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

New Accounts must be opened with brokerage firms that provide electronic data feeds unless otherwise pre-approved by Compliance. This does not apply to ex-U.S. Accounts or Discretionary Accounts. Please refer to Addendum D for a current list of brokers that provide electronic feeds.

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

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

Principal Fund Accounts are reportable and include Principal Funds that are open-end mutual funds (including underlying sub-accounts within Principal Variable Life and Variable Annuity contracts) and closed-end investment companies operated as interval funds. Principal Funds are subject to the initial and annual reporting requirements; however, they are exempt from pre-clearance and the 30 calendar day holding period. Notwithstanding the exemption from the 30 calendar day holding period, trustees, beneficial owners of more than 10%, and certain designated Executive Officers of Principal Diversified Select Real Asset Fund and any other closed-end interval fund managed by PGI or its affiliates generally must disgorge, under Section 16 of the 34 Act, any profit realized by him/her from any purchase and sale, or any sale and purchase, of any equity security of such fund (or a security-based swap agreement involving such equity security) within any period of less than six months.

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

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

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Restricted Stock Units (“RSU”), Stock Option Awards, Stock Options-Broad-based Options and Performance Share Awards are not considered Covered Accounts and, thus, are not subject to reporting, pre-clearance or holding period requirements. Please note, once vested/exercised, and if you elect to receive stock, the stock is held within a Morgan Stanley retail account that is restricted to only trading PFG stock. This Account and the PFG stock are exempt from reporting in the PTA system. However, if you wish to transfer PFG stock to a different brokerage account, ALL provisions of the Code will then apply to the stock.

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

Pre-clearance approval:

■	Is valid for 2 business days (meaning the current day and next business day). If the trade is not executed within 2 business days, the Access Person must submit a new pre-clearance request.
■	Applies to all market and limit orders, good-til-cancel orders, and stop loss orders.
■	Is not required for Exempted Securities or Exempted Transactions. Please refer to those listed below.

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

Restricted and Prohibited Transactions include the following personal Security transactions:

1.	Execute a Security transaction without pre-clearance approval, if required.
2.	Acquire any Security in an initial public offering (IPO).
3.	Sell short any Security.
4.	Participate in Investment Clubs.
5.	Sell a Security in less than 30 calendar days after purchase date for a profit (T+30).
	–The 30 calendar day holding period does not apply to sales at a loss. Any sales at a loss cannot be re-established (buy back) in the next 30 calendar days. –If sold at a profit before less than 30 calendar days, the transaction will be a Code violation, and any profits realized may be disgorged to a charitable organization designated by the Firm.
6.	Buy a Security at a lower price in less than 30 calendar days after sale date (buy back).
7.	No derivatives, such as stock options, futures on indexes and options and futures on commodity, credit, currency, equity, interest rate and volatility, may be purchased or written if the expiration date is less than 30 calendar days from the purchase date.
	–No derivative position may be closed less than 30 calendar days from the date it is established. –This does not apply to stock options that are part of a hedged position where the underlying stock is held long.
8.	Financial spread betting and contracts of difference. These types of derivative contracts involve taking or placing a bet on the price movement of a security, index, currency, commodity or other financial product.
9.	Loaning money to individuals or entities as an investment or business transaction. (This does not apply to personal loans to family.)
10.	Purchasing PFG stock on margin, short sale of PFG stock or trading PFG put or call options.
11.	Purchase or sell a Security at all, at the discretion and guidance of the Chief Compliance Officer.

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

1.	Direct Obligations of the Government of the United States.
2.	Banker’s acceptances.
3	Bank certificates of deposit.

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4.	Commercial paper.
5.	High quality short-term debt instruments, including repurchase agreements.
6.	Money market funds.
7.	Open-end mutual funds with outside fund companies that are not advised or sub-advised by the Firm or its affiliates. Open-end mutual funds always have a five-digit symbol ending in an “X”.
	–This exemption applies to funds used in 529 Plans that are registered as municipal securities and only offer open-end mutual funds or securities designed to mirror the structure of open-end mutual funds as underlying investment options. –Exemption does not apply to ETFs, I-Shares (i.e. BlackRock) and closed-end funds. All ETF transactions must be pre-cleared and are subject to the Personal Securities Transactions requirements listed above.
8.	Shares issued by unit investment trusts (“UITs”) that are invested exclusively in one or more open-end mutual funds, none of which are advised or sub-advised by the Firm or its affiliates.

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

1.	De minimis transactions of 50 shares or less or under $500 in value of a Security in aggregate within a 30 calendar day period.
2.	Transactions in Reportable Funds.*
3.	Transactions in Principal Funds that are open-ended mutual funds (including underlying subaccounts of Principal Variable Life and Variable Annuity Contracts).*
4.	Securities acquired through an employer-sponsored automatic payroll deduction plan. However, any sale transaction must be pre-cleared and reported.
5.	Reinvestment of dividends under a dividend reinvestment plan or in an automatic investment plan for purchase of Securities already owned and pre-cleared. Note, any sale transaction must be pre-cleared as those are not part of a plan.
6.	Transactions effected by an issuer pro rata of a class of Securities already owned, such as stock splits, stock dividends or the exercise of rights, warrants or tender offers (e.g. corporate actions).
7.	Transactions which are non-volitional on the part of the Access Person. Transactions in an account over which the Access Person has no direct or indirect influence or control (e.g. assignment of management discretion in writing to another party).
8.	Transactions in Crypto-Assets.

Special Rules for Portfolio Managers and Investment Personnel
Portfolio Managers’ personal Security trading shall have no effect on client portfolio decisions or ability to trade.

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

*Reportable Funds and Principal Funds are not subject to the 30 calendar day holding period. Notwithstanding this exemption from the 30 calendar day holding period, trustees, beneficial owners of more than 10%, and certain designated Executive Officers of Principal Diversified Select Real Asset Fund and any other closed-end interval fund managed by PGI or its affiliate generally must disgorge, under Section 16 of the 34 Act, any profit realized by him/her from any purchase and sale, or any sale and purchase, of any equity security of such fund (or a security-based swap agreement involving such equity security) within any period of less than six months.

■	Portfolio Managers must obtain pre-clearance approval to trade Reportable Funds and Principal Funds (including open-end mutual funds, closed-end investment companies operated as interval funds, and ETFs) they manage.
■	Certain individuals with roles that have real-time trading data of portfolios may not personally purchase or sell a Security or its underlying securities within 7 calendar days before and after a portfolio has transacted in the same security. This blackout period is a total of 15 calendar days, which includes the full 7 calendar days before, after, and including the client portfolio trade date.

Reporting and Certification Requirements

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

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

The Security holdings report must contain the following information:

■	the Security name, number of shares, exchange ticker symbol/ CUSIP/ISIN and principal amount;
■	the name of the firm at which Securities are held; and
■	the date the Access Person submits the report.

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

■	the date of the transaction;
■	the Security name, number of shares, exchange ticker symbol/CUSIP/ISIN and principal amount of each Security executed;
■	the nature of the transaction (e.g., buy or sell);
■	the price at which the transaction was affected;
■	the name of the firm through which the transaction was affected; and
■	the date the Access Person submits the report.

Reporting and certifications are required within the PTA system.

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

Failure to Report and Comply

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

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

Administration

The Chief Compliance Officer has the authority to interpret the Code and grant exceptions when appropriate.

Compliance will maintain a system for the regular review of all reports of personal Reportable Securities transactions and holdings under this Code.

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

■	certification that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code;
■	identification of material violations and sanctions imposed in response to those violations during the past year;
■	description of issues that arose during the previous year under the Code; and
■	recommendations, if any, as to changes in existing restrictions or procedures based upon experience with this Code, evolving industry practices and changes and developments in applicable laws or regulations.

Compliance Contacts

Effective		September 20, 2004
Last reviewed		May 15, 2019
Last updated		April 1, 2020

Definitions

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

Beneficial Ownership: is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the 34 Act when determining whether a person is a beneficial owner of a Security. For example, the term Beneficial Ownership shall encompass:

(1)	Securities in the person’s own Accounts;

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(2)	Securities owned by members of the person’s immediate family sharing the same household;
(3)	a person’s proportionate interest in the portfolio of Securities held by a partnership, trust, corporation or other arrangements; and
(4)	Securities a person might acquire or dispose of through the exercise or conversion of any derivative Security (e.g. an option, whether presently exercisable or not).

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

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

Federal Securities Laws: means the Securities Act of 1933, as amended (“33 Act”), Securities Exchange Act of 1934, as amended (“34 Act”), Investment Company Act of 1940, as amended (“40 Act”), Investment Advisers Act of 1940, as amended (“Advisers Act”), Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, and the Bank Secrecy Act (and all rules and regulations adopted under any of the foregoing).

HR: means human resources.

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

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

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

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

Principal (“PFG”): means Principal Financial Group.

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

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

Reportable Security (“Security”): shall have the meaning of Security as set forth in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the 40 Act. Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

General types (although not all inclusive) include fixed income securities, such as bonds and notes; equity securities, such as stocks and exchange-traded funds (ETFs); derivatives, such as options and futures; unit investment trusts (UITs); and private investments.

SEC: means the Securities and Exchange Commission.

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Addendums

Addendum A: Collectively, the “Firm” Entities

Together referred to as the “Advisers”
Principal Global Investors, LLC (“PGI”)
Principal Global Investors (Australia) Limited (“PGIA”)
Principal Global Investors (Europe) Limited (“PGIE”)
Principal Global Investors (Hong Kong) Limited (“PGIHK”)
Principal Global Investors (Japan) Limited (“PGIJ”)
Principal Global Investors (Singapore) Limited (“PGIS”)
Principal Real Estate Investors, LLC (“PrinREI”)
Principal Real Estate Europe Limited (“PrinRE EU”)
Principal Financial Advisors, Inc. (“PFA”)
Principal Enterprise Capital, LLC (“PEC”)
RobustWealth, Inc. (“RW”)

Together referred to as the “Principal Funds”
Principal Funds, Inc.
Principal Variable Contracts Funds, Inc.
Principal Exchange-Traded Funds
Principal Diversified Select Real Asset Fund (and any other continuously offered registered closed-end management investment company that may be organized in the future for which PGI or any entity controlling, controlled by, or under common control with PGI, or any successor in interest to any such entity, acts as investment adviser and which operates as an interval fund pursuant to Rule 23c-3 under the Investment Company Act of 1940 or provides periodic liquidity with respect to its Shares pursuant to Rule 13e-4 under the 34 Act.

Principal Funds Distributor, Inc. (“PFD”)

Addendum B: Principal Funds Access Person Provisions
The following provisions shall be substituted into the Code, where applicable, for the Principal Funds.

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

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

With respect to the Interval Fund(s), the trustees, beneficial owners of more than 10%, and certain designated Executive Officers of the Interval Fund(s), have certain reporting obligations regarding ownership of Interval Fund(s) shares under Section 16 of the 34 Act. Such reporting will occur outside of the administration of this Code.

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

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

■	A certification that the Principal Funds have adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and
■	A description of issues that arose under the Code since the last report to the Board, including information about material violations and sanctions imposed in response to those violations.

Addendum C: PrinREI Access Person Provisions
The following provision shall be added to the Personal Account Reporting section of the Code for PrinREI.

Real Estate Investment Property
Is reportable and may only be acquired or sold with prior approval of the PrinREI Access Person’s supervisor and Compliance. Pre-approval request for real estate investment property can be submitted within the PTA system under the Available Forms section. The following property types are exempt from reporting and pre-approval:

■	Single-family residential property;
■	Vacation residential property;
■	Multi-family residential complex property with less than 20 units (examples include apartments and condos); and
■	Farmland property zoned and operated as agricultural.

Addendum D: PrinRE EU Access Person Provisions
The following provision shall be added to the Personal Security Transactions section of the Code for PrinRE EU.

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

Real Estate Investment Property
Is reportable and may only be acquired or sold with prior approval of the PrinRE EU Access Person’s supervisor and Compliance. Pre-approval request for real estate investment property can be submitted within the PTA system under the Available Forms section. The following property types are exempt from reporting and pre-approval:

■	Single-family residential property;
■	Vacation residential property;
■	Multi-familyresidential complex property with less than 20 units (examples include apartments); and
■	Farmland property zoned and operated as agricultural.

Addendum E: Electronic Feed Brokers

Ameriprise
Charles Schwab
E*Trade Securities
Edward Jones
Fidelity Investments
InteractiveBrokers
Janney Montgomery
J.P. Morgan Securities
Merrill Lynch
Morgan Stanley
Northwestern Mutual
Principal Securities
Raymond James

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RBC Wealth Management
T.Rowe Price
TD Ameritrade
USAA Investments
Vanguard Group
Voya Financial
Wells Fargo Advisors

Addendum F: PGIS Access Person Provisions
The following provision shall be added to the Personal Security Transactions section of the Code for PGIS.

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

■	Singapore Savings Bond

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EX-99.p.10

 

 

LSV ASSET MANAGEMENT

CODE OF ETHICS
AND
PERSONAL TRADING POLICY

 

 

 

 

 

 

 

 

March 3, 2021

 

 

 

 

 

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I. GENERAL POLICY

LSV Asset Management (“LSV”) serves as discretionary investment adviser to a variety of clients, including pension plans, foundations, endowments, corporations, unregistered pooled funds and mutual funds (“Advisory Clients”). The securities accounts over which LSV has investment discretion on behalf of these Advisory Clients are referred to in this document as “Investment Vehicles”.

All natural persons who are employees of LSV (“Staff Members”) must act in accordance with this Code of Ethics and Personal Trading Policy (“Policy”) and in a manner which avoids any actual or potential conflict of interest. Staff Members must not take advantage of their position of trust and responsibility, and must place the interests of Advisory Clients first. When buying or selling securities, Staff Members must not employ any device, scheme or artifice to defraud, mislead, or manipulate any Investment Vehicle, Advisory Client or security.

Staff Members are subject to different restrictions and pre-clearance requirements for their personal trades, depending on their responsibilities or location. It is important that all Staff Members read this document carefully and understand the restrictions, pre-clearance, and reporting requirements applicable to them.

In addition to the Policy, Staff Members are subject to all applicable policies and procedures discussed in LSV’s Investment Adviser Policies and Procedures Manual (the “Compliance Manual”) and Information Security Policy.

Every Staff Member must read and retain a copy of this Policy, the Compliance Manual, the Information Security Policy and all amendments thereto, and agree to abide by the terms of each document.

Any questions regarding LSV’s policy or procedures should be referred to the Compliance Department (“Compliance”). All violations must be promptly reported to the Chief Compliance Officer (“CCO”). No retaliation will be taken against any Staff Member solely for, in good faith, reporting a violation of this Policy, the Compliance Manual or the Information Security Policy.

II. CODE OF CONDUCT

●	All Staff Members are to maintain the highest standard of professional conduct.
●	All Staff Members must maintain the confidentiality of all information entrusted by clients.
●	All Staff Members must serve the financial interest of clients. All recommendations to clients and decisions on behalf of clients must be made solely in the best interest of clients.
●	All Staff Members must provide to clients all reasonably requested information as well as other information they may need to make informed decisions. All client inquiries must be answered promptly, completely and truthfully.
●	All Staff Members involved in sales situations must discuss fully with the prospective client the nature of services provided by LSV for the compensation it receives. All material facts relating to any actual or potential conflicts of interest involving LSV must be fully disclosed to prospective clients. In addition, these Staff Members, in particular, must comply with the anti-bribery provisions of the Foreign Corrupt Practices Act (“FCPA”).
●	All Staff Members must comply fully with all applicable Federal securities laws and regulatory requirements.

LSV Asset Management Code of Ethics and Personal Trading Policy	2

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III. DEFINITIONS

A. Access Person – A Staff Member who meets any of the following criteria:

●	has access to nonpublic information regarding clients’ purchase or sale of securities;
●	is involved in making securities recommendations to clients;
●	has access to securities recommendations that are nonpublic;
●	has access to nonpublic information regarding the portfolio holdings of Affiliated Mutual Funds;
●	works in LSV’s Chicago office; or
●	is a director, officer, or partner of LSV.

B. Affiliated Mutual Fund – any U.S.-registered mutual fund to which LSV or an SEI Investments entity serves as investment adviser, investment sub-adviser or principal underwriter.

C. Reportable Security – any interest or instrument commonly known as a security (whether publicly traded or privately offered) including the following:

●	Equity and equity-like securities, including initial public offerings (IPOs)
●	Fixed income securities (excluding the short-term instruments listed below)*
●	Affiliated Mutual Funds (including all LSV funds, SEI funds, and funds sub-advised by LSV)**
●	iShares and exchange-traded funds
●	Convertible bonds
●	Derivatives
●	Cryptocurrencies
●	Private placements1
●	Equity and equity-like securities which an Access Person presents as a gift to a third party, including members of an Access Person’s immediate family

* This includes obligations issued by state and municipal governments with maturities longer than 366 days.

** Reporting of Affiliated Mutual Fund transactions is not required if such transactions are made pursuant to an automatic investment plan, such as the 401(k) plan; provided that if a Staff Member opens a brokerage account within the 401(k) plan, the transactions in such account must be reported on the quarterly securities transaction report or by providing duplicate statements for the account to Compliance.

Reportable Security does not include:

____________________
¹ Private placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 of the Securities Act of 1933 (e.g., hedge funds, private equity funds and limited liability companies).

LSV Asset Management Code of Ethics and Personal Trading Policy	3

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Direct obligations of the Government of the United States; bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; shares issued by money market funds; shares issued by open-end funds (other than Affiliated Mutual Funds); and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds (other than Affiliated Mutual Funds).

D. Pre-Clearance Security – INCLUDES:

●	Equities (from any country)
●	Initial public offerings (IPOs)
●	Private placements
●	Any equity-like securities (warrants, rights, options, futures, swaps, etc. on individual equities)
●	Convertible bonds

Pre-Clearance Securities DO NOT INCLUDE publicly-traded fixed income securities, mutual funds, including Affiliated Mutual Funds, exchange-traded funds, closed-end funds and derivatives on indexes or commodities.

E. A Security is “being purchased or sold” by an Investment Vehicle from the time the purchase or sale order for the security has been recorded as an active order in LSV’s trade order management system (Charles River IMS), until the time when the order has been completed or terminated.

F. Security generally will have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), such that it includes: (i) any note, stock, treasury stock, security future, bond, debenture or evidence of indebtedness; (ii) any certificate of interest or participation in any profit-sharing agreement; (iii) any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, or certificate of deposit for a security; (iv) any fractional undivided interest in oil, gas or other mineral rights; (v) any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); (vi) any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or (vii) in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

IV. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS

Access Persons who work in the Chicago office may not purchase or sell, directly or indirectly, any Pre-Clearance Security if the security is currently being purchased or sold, or has been purchased or sold by LSV for an Investment Vehicle in any of the 3 business days prior to the Access Person’s trade in that security.

If an Access Person who works in the Chicago office trades in a Pre-Clearance Security and LSV subsequently purchases or sells that security for an Investment Vehicle during the 3 business day period after the Access Person’s trade in that security, the Access Person’s trade is subject to review and any gains or profits realized may be subject to forfeiture.

LSV Asset Management Code of Ethics and Personal Trading Policy	4

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If an Access Person who works in the Chicago office has requested pre-clearance to sell a security and that request has been denied, the Access Person can appeal to the CCO if they can evidence that it is a financial hardship for them not to be able to sell the security until LSV is no longer active in that security.

While LSV does not have a formal holding period once a Pre-Clearance Security has been purchased, the trading patterns of Access Persons who work in the Chicago office and request pre-clearance to sell the same security within 30 days after the initial purchase will be reviewed by Compliance in order to understand the reasoning for the sale, whether similar sales on similar timeframes are expected in the future and other factors that may be relevant based on the particular transaction.

V. PERSONAL TRADING PRE-CLEARANCE

Access Persons who work in the Chicago office must pre-clear personal transactions in any Pre-Clearance Securities.

Access Persons who do not work in the Chicago office are permitted to only pre-clear personal transactions in IPOs and private placements with the prior approval of Compliance.

For investments in LSV’s private funds, acceptance of the Access Person’s subscription document will be deemed to be approval of a pre-clearance request.

Unless otherwise specified by Compliance, any clearance granted is valid for 1 business day, the day on which clearance is granted.

Pre-clearance requests are currently made via the ComplySci platform and must be made during the regular trading hours of the New York Stock Exchange (“NYSE”), provided that trades can be executed during NYSE after-hours trading if, and on the same day, pre-clearance has been granted during the regular trading hours of the NYSE. Compliance will address on a case-by-case basis pre-clearance requests involving non-U.S. securities that only trade on non-U.S. exchanges or requests made by Access Persons who work in the Chicago office outside of the regular trading hours of the NYSE.

A determination as to whether non-employees who are working in the Chicago office are subject to the Policy is made on a case-by-case basis by Compliance.

The following transactions do not have to be pre-cleared:

●	Purchases or sales of instruments that are not Pre-Clearance Securities;
●	Purchases or sales over which the Access Person has no direct or indirect influence or control;
●	Purchases or sales which are non-volitional on the part of the Access Person, such as purchases or sales upon exercise of puts or calls written by the Access Person and sales from a margin account pursuant to a bona fide margin call;
●	Purchases or sales effected within the pre-determined parameters of an automatic investment plan;
●	Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer;

LSV Asset Management Code of Ethics and Personal Trading Policy	5

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●	Transactions effected in accounts over which a third party exercises discretion, if such account is identified to Compliance and an exception is granted by Compliance; provided that reporting of transactions and holdings in such accounts will typically be required; and
●	Transfers of equity or equity-like securities which are made as a gift to a third party, including a member of the Access Person’s immediate family.

Transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any Investment Vehicle and which are otherwise in accordance with Rule l7j-l of the Investment Company Act of 1940 (the “1940 Act”) and other applicable SEC rules shall be entitled to clearance.

VI. OTHER RESTRICTIONS

Gifts and Entertainment

Staff Members may not receive gifts exceeding $200 per year from any person or entity that does or seeks to do business with LSV on behalf of any Investment Vehicle. For purposes of this section, “gift” does not include gifts that are shared in the office by multiple Staff Members (for example, holiday gift baskets). Subject to the following restrictions, Staff Members may accept meals, local transportation and reasonable entertainment received in the normal course of a business relationship from such persons or entities. If a Staff Member has any concerns regarding whether or not such entertainment is reasonable, he or she should consult with Compliance prior to accepting such entertainment. If a Staff Member receives an invitation to an entertainment event (such as a sporting event, a concert or other similar event) the value of which exceeds or is expected to exceed $200, such Staff Member must notify Compliance prior to accepting and/or attending such event. In addition, the Staff Member must report the name of the party extending the invitation, the relationship to LSV of such party and the name of the representative(s) of the party that will be present at the event. In addition to the $200 prior notification requirement, Staff Members are also required to report a gift (other than gifts shared in the office (e.g., holiday baskets)) or entertainment, in each case, of $50 or more on their quarterly securities transaction report.

Gifts (other than meals, local transportation and reasonable entertainment provided in the normal course of a business relationship) may not be made to the following clients and prospective clients without the prior approval of the CCO or Compliance Officer: fiduciaries of ERISA clients (i.e., those that exercise discretion over the ERISA plan), Taft-Hartley clients or their representatives and public fund clients or their representatives.

Subject to the following, meals, local transportation and reasonable entertainment provided in the normal course of a business relationship (“Business Entertainment”) may be extended to prospective clients and clients. For Business Entertainment provided to fiduciaries of ERISA clients, Taft-Hartley clients or their representatives or public fund clients or their representatives, certain restrictions, including reporting requirements, may apply. Staff members should consult with the CCO or Compliance Officer prior to incurring any such expenses if they have any questions regarding the incurrence of such expenses. Business Entertainment expenses are reviewed by the Chief Operating Officer for appropriateness.

The CCO or Compliance Officer must receive prior notification of ALL gifts exceeding $200 in value (whether or not CCO or Compliance Officer approval is required) to any person or entity that does or seeks to do business with LSV on behalf of any Investment Vehicle. ALL such gifts exceeding $200 in value must be recorded in a log provided by Compliance. This includes gifts made to consultants and anyone who is a fiduciary to the client. In addition, charitable contributions, sponsorship of scholarships or support of other events and other similar expenses incurred by the Firm from time to time may not be made to improperly influence business with any client or other party and must be pre-cleared by Compliance.

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At all Business Entertainment activities provided by the Firm or its personnel, a Firm representative must attend the activity. In addition, when participating in Business Entertainment provided by others, a representative of the third party must be present. Accepting or providing Business Entertainment activities where the giver or a Firm representative, as applicable, does not attend is considered a gift subject to the restrictions on gifts described herein.

Notwithstanding the foregoing specific restrictions, no Staff Member may participate in any business relationship or accept any gift that could reasonably be expected to affect their independence, objectivity, or loyalty to clients.

Outside Business Activities

Staff Members may not serve on the board of directors of any publicly-traded company absent prior authorization from the CCO, and any employment or other outside business activity in the financial services industry must be reviewed and approved in advance by the CCO. In addition, all outside business activities, including membership on any for-profit or non-profit company board or other employment, must be reported to Compliance.

Political Contributions

Staff Members may not make political contributions to any elected official, any candidate for office, any successful candidate or any political party in any state in the United States or any political subdivision thereof. Contributions include anything of value (such as donation of office space or resources) even if not a cash contribution.

In addition, Staff Members may not solicit or coordinate campaign contributions from others for any elected official, any candidate for office, any successful candidate or any political party in any state in the United States, or any political subdivision thereof. Prohibited solicitation and coordination activities include hosting or sponsoring fundraising events.

Staff Members may not pay a third party, such as a solicitor or placement agent, to solicit a government client on behalf of LSV.

Staff Members are prohibited from making contributions to a candidate’s political action committee (“PAC”) or to a Super PAC supporting a particular candidate. This prohibition does not apply to contributions to the national committees or governing bodies of any recognized national political party or to contributions to other PACs not connected to any candidate or official or small group of candidates or officials. A record of all contributions to PACs by the Firm and its personnel is required to be maintained by the Firm under applicable SEC regulations. Prior to making any contribution to any PAC, Staff Members must consult with Compliance so that appropriate documentation can be obtained.

Staff Members may make contributions to the campaigns of candidates running for federal office if such candidate is not currently holding office in any state or political subdivision thereof.

Political contributions and other political activities of spouses and other immediate family members of a Staff Member are not prohibited by this policy so long as they are not directed by a Staff Member.

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In addition, Staff Members should note that SEC rules broadly prohibit doing anything indirectly that cannot be done directly (such as making a contribution to a PAC that will, in turn, give the contribution to a prohibited candidate).

Prior to employment, all prospective Staff Members will be required to report all (i) contributions to any elected official, any candidate for office, any successful candidate or any political party in any state in the United States or any political subdivision thereof and (ii) payments to a political party or to a PAC, in each case, within the previous two years of the date of employment.

Social Media

Staff Members may not use any form of social media, i.e. Facebook, Twitter, LinkedIn, etc., to discuss or share information about LSV, or any of its clients or products. Staff Members may post their current employment status and title at LSV (e.g., on LinkedIn), but may not post any other information about the Firm’s business or products.

Anti-bribery and the FCPA

Staff Members are prohibited from engaging in any conduct on behalf of the Firm that may be construed as a bribe. In general, such conduct includes (1) offering, promising or giving any financial or other advantage to a person with the intention of influencing the person to perform his or her function improperly or where the acceptance of the advantage itself would be improper or illegal and (2) requesting, agreeing to receive or accepting any financial or other advantage where such request, agreement or acceptance would be improper or illegal or would be likely to influence the Staff Member in the performance of his or her role.

In addition, Staff Members involved in sales situations are prohibited from engaging in any conduct that would violate the anti-bribery provisions of the FCPA, specifically the making of any payments, including any offer, payment, promise to pay or authorization of the payment of money or anything of value, directly or indirectly (such as through a third party), to foreign government officials, including representatives of state-owned enterprises, representatives of sovereign wealth funds, royal family members, political parties and candidates and representatives of public international organizations (such as the International Monetary Fund), to assist in obtaining or retaining business.

Intermediaries engaged to solicit clients or provide other services to LSV are also prohibited from engaging in such prohibited activities described in this section on behalf of LSV. Staff Members that work with such parties should exercise reasonable oversight over their activities and must report any suspicious activities to Compliance.

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VII. REPORTING REQUIREMENTS

The requirements of this section are applicable to Reportable Securities directly or indirectly owned by the Access Person or a member of the Access Person’s immediate family (parent, spouse of a parent, child, spouse of a child, spouse, brother, or sister, including step and adoptive relationships living in the same household as the Access Person), or in any account over which the Access Person exercises investment discretion or control and in such other circumstances as determined by Compliance.

1. Access Persons must report transactions in Reportable Securities on a quarterly basis, within 30 days after the end of the quarter. Duplicate account statements may be substituted for the report if they are received by Compliance within 30 days after the end of the quarter.

2. Access Persons must report ALL new and terminated Securities accounts, including accounts that do not hold Reportable Securities and accounts over which they do not have investment discretion, within 30 days after the opening or termination of the account. This information must include the name of the broker dealer or bank at which the account is held and the date the account was established or terminated.

3. Access Persons must report all holdings of Reportable Securities and a list of all Securities accounts as of the end of the year (or as of an earlier date in December of that year) within 30 days after the end of each calendar year. Information in this report must be current as of a date no more than 45 days before the report is submitted. Duplicate account statements may be substituted for this report if they are received by Compliance within 30 days after the end of the calendar year.

4. Access Persons must report all holdings of Reportable Securities and a list of all accounts that hold Securities, even accounts that do not hold Reportable Securities, within 10 days of commencement of employment or of becoming an Access Person. The report must show holdings as of a date not more than 45 days prior to the employee becoming an Access Person.

5. Access Persons who have reported to Compliance accounts over which they do not have investment discretion, must provide acknowledgement that the status of those accounts has not changed on an annual basis via the ComplySci platform.

6. Staff Members must provide acknowledgement of the Policy and any amendments thereto, on an annual basis via the ComplySci platform.

7. Non-employees who work in the Chicago office, and have been deemed to be subject to some or all of the parts of the Policy, must report, on a quarterly basis, transactions in Reportable Securities.

VIII. COMPLIANCE REVIEW DUTIES

Compliance will (i) review the reports and information listed in VII above to ensure that pre-clearance has been appropriately obtained and all information required under the Advisers Act and the 1940 Act is contained in such reports; (ii) review the trading of Access Persons for patterns that may indicate abuse; (iii) decide on appropriate interpretations of and exceptions to the Policy and disciplinary action in the event of violation of the Policy; (iv) report material violations to LSV senior management; (v) report annually to the board of directors of investment company clients regarding material violations of the Policy and certify that appropriate procedures are in place; and (vi) provide copies of the Policy and any amendments thereto to all Staff Members.

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IX. RECORDKEEPING

LSV shall preserve in an easily accessible place:

●	A copy of the current Policy in effect and a copy of any predecessor policy for a period of five years after it was last in effect;
●	A record of any violation of the Policy and of any action taken as a result of the violation, for a period of five years from the end of the fiscal year in which the violation occurred;
●	A record of all acknowledgments, either written or via the ComplySci platform, for each person who is currently, or within the past five years was, required to acknowledge their receipt of this Policy and any amendments thereto. All acknowledgements for a person must be kept for the period such person is a Staff Member of LSV and until five years after the person ceases to be a Staff Member of LSV;
●	A record of each report (or broker confirmations and statements provided in lieu thereof) made by an Access Person for a period of five years from the end of the fiscal year in which the report was made, the first two years in an easily accessible place;
●	A record of the names of persons who are currently, or within the past five years were, Access Persons of LSV;
●	A record of any decision, and the reasons supporting the decision to approve Access Persons’ acquisitions of IPOs or private placements for at least five years after the end of the fiscal year in which the approval is granted; and
●	A copy of each report furnished to the board of any investment company pursuant to Rule 17j-1(c)(2)(ii) of the 1940 Act, describing issues arising under the Policy and certifying that LSV has adopted procedures reasonably designed to prevent Access Persons from violating this Policy.

X. PROHIBITION ON INSIDER TRADING

All Staff Members are required to refrain from trading on the basis of inside information about LSV, its affiliates, clients or any securities. This section provides basic information to assist Staff Members in determining if they are in possession of inside information.

What is “Material” Information?

Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, if disclosing certain information will have a substantial effect on the price of a company’s securities, or on the perceived value of the company, or of a controlling interest in the company, the information is material. However, information may be material even if it does not have any immediate direct effect on price or value.

What is “Nonpublic” Information?

Information about a publicly-traded security or issuer is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or other governmental agency, the Dow Jones “tape”, the Wall Street Journal or other publication of general circulation or televised or electronic media, including social media platforms, and after sufficient time has passed so that the information has been disseminated widely.

Information about securities that are not publicly traded, or about the issuers of such securities, is not ordinarily disseminated broadly to the public. However, for purposes of this Policy, such private information may be considered “public” private information to the extent that the information has been disclosed generally to the issuer’s security holders and creditors. For example, information contained in a private placement memorandum to potential investors may be considered “public” private information with respect to the class of persons who received the memorandum, but may still be considered “nonpublic” information with respect to creditors who were not entitled to receive the memorandum. As another example, a controlling shareholder may have access to internal projections that are not disclosed to minority shareholders; such information would be considered “nonpublic” information.

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Who Is an Insider?

Unlawful insider trading occurs when a person with a duty not to take advantage of material nonpublic information violates that duty. A person in possession of such information but not subject to such a duty is not prohibited from trading. Whether a duty exists is a complex legal question. This portion of the Policy is intended to provide an overview only, and should not be read as an exhaustive discussion of ways in which persons may become subject to insider trading prohibitions.

Insiders of a company include its officers, directors (or partners), and employees, and may also include a controlling shareholder or other controlling person. A person who has access to information about the company because of some special trust or other confidential relationship with a company is considered a temporary insider of that company. Investment advisers, lawyers, auditors, financial institutions, and certain consultants and all of their officers, directors or partners, and employees are all likely to be temporary insiders of their clients.

Officers, directors or partners, and employees of a controlling shareholder may be temporary insiders of the controlled company, or may otherwise be subject to a duty not to take advantage of inside information.

What is Misappropriation?

Misappropriation usually occurs when a person acquires inside information about Company A in violation of a duty owed to Company B. For example, an employee of Company B may know that Company B is negotiating a merger with Company A; the employee has material nonpublic information about Company A and must not trade in Company A’s shares.

As another example, Staff Members who, because of their association with LSV, receive inside information as to the identity of the companies being considered for investment by Investment Vehicles or by other clients, have a duty not to take advantage of that information.

What is Tipping?

Tipping is passing along inside information; the recipient of a tip becomes subject to a duty not to trade while in possession of that information. A tip occurs when an insider or misappropriator (the “tipper”) discloses inside information to another person, who knows or should know that the tipper was breaching a duty by disclosing the information and that the tipper was providing the information for an improper purpose.

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What to do if you have Inside Information

Before executing any securities transaction for your personal account or for others, you must consider and determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

i. Report the information and proposed trade immediately to Compliance.

ii. Do not purchase or sell the securities on behalf of yourself or others.

iii. Do not communicate the information inside or outside LSV, other than to Compliance.

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Acknowledgements

I have read and I understand the Policy. I certify that I have, to date, complied and will continue to comply with the Policy and any amendments thereto, and applicable Federal securities laws. I understand that any violation may lead to sanctions, including my dismissal.

☐  If applicable, I certify that the status of any account(s) I have previously reported to Compliance as accounts over which a third party exercises investment discretion has not changed. PLEASE ONLY CHECK THIS BOX IF YOU HAVE IDENTIFIED ACCOUNTS AS MANAGED.

I further certify that I am not disqualified from employment with an investment adviser as described in Section 9 of the 1940 Act.

Signature:

Date:

Name (please print):

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EX-99.p.11

MFS® Code of Ethics Policy
January 1, 2021	Personal Investing

Applies to All MFS full-time, part-time and temporary employees globally All MFS contractors, interns and co-ops who have been notified by Compliance that they are subject to this policy All MFS entities Questions? [email protected] Compliance Helpline, x54290 Ryan Erickson, x54430 Elysa Aswad, x54535 For more information on administration such as regulatory authority, supervision, interpretation and escalation, monitoring, related policies, amendment or recordkeeping please click this link.

The inherent nature of MFS’ services in selecting and trading securities has the potential to create a real or apparent conflict of interest with your personal investing activities. As a result, every individual subject to this policy has a fiduciary duty to avoid taking personal advantage of any knowledge of our clients’ investment activities. Following the letter and spirit of the rules in this policy is central to meeting client expectations and ensuring that we remain a trusted and respected firm.

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Rules That Apply to Everyone

Your fiduciary duty

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

■	Take advantage of your position at MFS to misappropriate investment opportunities from MFS clients.
■	Seek to defraud an MFS client or do anything that could have the effect of creating fraud or manipulation.
■	Mislead a client.

Account reporting obligations

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

1 Is the account one of the following?

–	A brokerage account.
–	Any other type of account (such as employee stock option or stock purchase plans or UK Stocks and Shares ISA accounts) in which you have the ability to hold or trade reportable securities (see the list of reportable securities on page 8).
–	Any account, including MFS-sponsored retirement or benefit plans, that holds a reportable fund (see definition of reportable fund on page 8 and a list of these funds on iComply).

2 Is any of the following true?

–	You beneficially own the account.
–	The account is beneficially owned by your spouse or domestic partner.
–	The account is beneficially owned by another member of your household such as a parent, sibling or child for whom you provide financial support, such as sharing of household expenses.
–	The account is beneficially owned by anyone who you claim as a tax deduction.
–	The account is controlled (such as via trading authority or power of attorney) by you or another member of your household (other than to fulfill duties of employment) for whom you provide financial support, such as sharing of household expenses.

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

HELPFUL TO KNOW

Beneficial ownership The concept of beneficial ownership is broader than that of outright ownership. Anyone who is in a position to benefit from the gains or income from, or who controls, an account or investment is considered to have beneficial ownership. This means that this policy applies not only to you, but to others that share beneficial ownership in these accounts or securities. See examples on page 6. Frequently Asked Questions on the topic can be found here.

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

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

ADDITIONAL REQUIREMENT FOR US EMPLOYEES
Does not include interns, contractors, co-ops, or temporary employees

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

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

HELPFUL TO KNOW

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

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HELPFUL TO KNOW

Discretionary accounts and automatic investment plans Discretionary accounts (accounts that are managed for you by a third-party registered investment adviser or bank or trust company) and transactions made under an automatic investment plan (such as an Employee Stock Ownership Plan) are reportable, but with approval from Compliance they are: ■exempt from quarterly transaction and annual holdings certifications (though you must still provide account statements). ■exempt from the Access Person and Research Analyst/ Portfolio Manager trading rules (such as the rules concerning pre-clearance and the 60-day holding period) (pp. 4–5), but you still must obtain pre-approval before your advisor participates in an IPO or private placement. ■exempt from certain "Ethical Personal Investing" trading rules such as excessive trading and trading of MFS funds (p. 3). Request approval for these accounts using the Account Exception form found in iComply.

Securities reporting obligations

Make sure you understand which securities are reportable securities. This includes most stocks, bonds, MFS funds, exchange-traded funds (ETFs), futures, options, structured products, private placements and other unregistered securities even if they are not held in a reportable account. See the table on page 8.

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

■	Initial Accounts & Holdings reports: Submit within 10 calendar days of hire or upon an access level change. Information about these holdings must be no more than 45 days old when submitted.
■	Quarterly Personal Transaction Report: Submit within 30 days of the end of each calendar quarter.
■	Annual Holdings Report: Submit within 30 days of the end of each calendar year.

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

The Quarterly Personal Transaction Reports do not need to include:

■	Transactions or holdings in non-reportable securities.
■	Transactions or holdings in discretionary accounts for which there is an approval on file with Compliance.
■	Involuntary transactions, such as automatic investment plans, dividend reinvestments, etc. The Annual Holdings Report, however, must reflect these transactions.

ADDITIONAL REQUIREMENTS FOR APPOINTED REPRESENTATIVES IN SINGAPORE

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

Ethical Personal Investing

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

■	Information about the investments of any MFS client, including front-running and tailgating (trading just before or just after a similar trade for a client account).
■	Confidential information or inside information (information about the issuer of a security, or the security itself, that is both material and non-public).

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

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

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

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

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

Do not invest in MFS-sub-advised ETFs. For a full list of these funds, see the iComply system.

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

■	Directly through MFS Service Center (for US open-end funds) or State Street (Lux) (for Meridian Funds)
■	Through an MFS Approved Broker (US employees)
■	Non-US employees may invest through a financial institution of their choice
■	Through an MFS-sponsored benefit plan account
■	Accounts for which you have received an exception from Compliance, such as a fully discretionary account

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

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

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

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

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

HELPFUL TO KNOW

Changes in job status and life events When changing jobs within MFS, ensure that you understand the rules that apply to you. Confirm with your new manager and Compliance what your access level is and what restrictions and requirements apply to you. When going on leave, you must continue to comply with this policy unless otherwise approved by Compliance. When you return from leave you must complete any outstanding obligations. Be cognizant of reporting obligations under this policy when life events occur such as marriage, divorce or inheritance of an account. Consult with Compliance when uncertain.

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Rules that Apply Only to Access Persons

Pre-clearing personal trades

WHICH ACCESS LEVEL ARE YOU?

Access Persons Most MFS personnel, including all officers and directors, are designated as Access Persons. You should consider yourself an Access Person unless it has been communicated to you by Compliance that you are not. Research Analysts and Portfolio Managers In addition to the rules for Access Persons, these individuals are subject to additional rules, as noted on the following pages. Compliance may designate other personnel as Access Persons. This may include consultants, contractors or interns who provide services to MFS, and employees of Sun Life Financial Inc.

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

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

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

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

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

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

HELPFUL TO KNOW

Not recommended: Good ‘til canceled orders and buying on margin These practices can create significant risk of policy violations. Good ‘til canceled orders may execute after your pre-clearance approval has expired. Placing day orders avoids this risk. With margin, you might not be able to receive pre-clearance approval for those securities you wish to sell to meet a margin call

Limits to personal investment practices

Do not take an uncovered short position. This includes selling securities short, buying puts without a corresponding long position and writing naked calls.

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

ADDITIONAL REQUIREMENTS FOR JAPAN-BASED PERSONNEL

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

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

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ADDITIONAL REQUIREMENTS FOR RESEARCH ANALYSTS
including Research Associates and Portfolio Managers who may write research notes

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

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

■	Disclose trading opportunities for client accounts prior to trading personally in any securities of that issuer.
■	Provide a research recommendation if a security is suitable for the client accounts even if you have already traded the security personally or if making such a recommendation would create the appearance of a conflict of interest. Notify Compliance promptly of any apparent conflicts, but do not refrain from making a research recommendation.

ADDITIONAL REQUIREMENTS FOR PORTFOLIO MANAGERS
including Research Analysts assigned to a fund as a portfolio manager

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

■	Contacting Compliance promptly when deciding to make a portfolio trade in any security you have personally traded within the past seven calendar days (but do not refrain from making a trade that is suitable for a client account even if you have traded the security personally).
■	Refraining from personally trading any reportable securities you think any of your client accounts might wish to trade within the next seven calendar days.
■	Delaying personal trades in any reportable securities your client accounts have traded until the eighth calendar day after the most recent trade by a client account (or longer, to be certain of avoiding any appearance of conflict of interest).

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

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

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

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Additional Information for all Personnel Subject to this Policy

BENEFICIAL OWNERSHIP: PRACTICAL EXAMPLES
Accounts of parents or children ■You share a household with one or both parents, but you do not provide any financial support to the parent(s): You are not a beneficial owner of the parents’ accounts and securities. ■You share a household with one or more of your children, whether minor or adult, and you provide financial support to the child: You are a beneficial owner of the child’s accounts and securities. ■You have a child who lives elsewhere whom you claim as a dependent for tax purposes: You are a beneficial owner of the child's accounts and securities. Accounts of domestic partners or roommates ■You are a joint owner or named beneficiary on an account of which a domestic partner is an owner: You are a beneficial owner of the domestic partner’s accounts and securities. ■You provide financial support to a domestic partner, either directly or by paying any portion of household costs: You are a beneficial owner of the domestic partner's accounts and securities. ■You have a roommate: Generally, roommates are presumed to be temporary and to have no beneficial interest in one another's accounts and securities. UGMA/UTMA accounts ■Either you or your spouse is the custodian of a Uniform Gift/Trust to Minor Account (UGMA/UTMA) for a minor, and one or both of you is a parent of the minor: You are a beneficial owner of the account. (If someone else is the custodian, you are not a beneficial owner.) ■Either you or your spouse is the beneficiary of an UGMA/UTMA account and is of majority age (for instance, 18 years or older in Massachusetts): You are a beneficial owner of the account.		Transfer on death (TOD) accounts ■You automatically become the registered owner upon the death of the prior account owner: You are a beneficial owner as of the date the account is re-registered in your name, but not before. Trusts ■You are a trustee for an account whose beneficiaries are not immediate family members: Beneficial ownership is determined on a case-by-case basis, including whether it constitutes an outside business activity (see the Outside Activities & Affiliations Policy). ■You are a trustee for an account and you or a family member is a beneficiary: You are a beneficial owner of the account. ■You are a beneficiary of the account and can make investment decisions without consulting a trustee: You are a beneficial owner of the account. ■You are a beneficiary of the account but have no investment control: You are a beneficial owner as of the date the trust is distributed, but not before. ■You are the settlor of a revocable trust: You are a beneficial owner of the account. ■Your spouse or domestic partner is a trustee and a beneficiary: Beneficial ownership is determined on a case-by-case basis. Investment powers over an account ■You have power of attorney over an account: You are a beneficial owner as of the date you assume control of the trading or investment decisions on the account, but not before. ■You have investment discretion over an account that holds, or could hold, reportable securities: You are a beneficial owner of the account, regardless of the location, account type or the registered owner(s) (other than to fulfill duties of employment). ■You are serving in a role that allows or requires you to delegate investment discretion to an independent third party: Beneficial ownership is determined on a case-by-case basis.

HELPFUL TO KNOW

How we enforce this policy Compliance is responsible for interpreting and enforcing this policy. Exceptions may only be granted by Compliance. In that capacity, Compliance reviews and monitors transactions and reports and also investigates potential violations. The Employee Conduct Oversight Committee reviews potential violations, and where it determines that a violation has occurred, it usually imposes a penalty. These may range from a violation notice to a requirement to surrender profits to a termination of employment, among other possibilities.

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Additional Information for all Personnel Subject to this Policy

Security types and transactions that must be reported and/or pre-cleared		Report All personnel		Pre-clear Access persons only
Note: Securities terminology varies widely in global markets. If a security type is not listed here or you are unsure how a security is treated under this policy, please contact Compliance directly.
Funds
Money market funds (MFS or other)		No		No
Open-end funds that are advised or sub-advised by MFS (and are not money market funds)		Yes		No
Open-end funds that are not advised or sub-advised by MFS		No		No
529 Plans holding MFS advised or sub-advised funds		Yes		No
Closed-end funds (including venture capital trusts, investment trusts and MFS closed-end funds)		Yes		Yes
Exchange-traded funds (ETFs) and exchange-traded notes (ETNs), including options, futures, structured notes and other derivatives related to these exchange-traded securities¹		Yes		No
Private funds		Yes		Yes
Equities
Sun Life Financial Inc. (publicly traded shares)		Yes		Yes
Equity securities, including real estate investment trusts (REITS), and including options, futures, structured notes or other derivatives on equities		Yes		Yes
Fixed income
Corporate and municipal bond securities, including options, futures or other derivatives		Yes		Yes
US Treasury securities and other obligations backed by the full faith and credit of the US government		No		No
US government agency debt obligations that are not backed by the full faith and credit of the US government (such as Fannie Mae, Freddie Mac, Federal Home Loan Banks, Federal Farm Credit Banks and Tennessee Valley Authority)		Yes		Yes
Non-US government securities, and options, futures or other derivatives on these securities.		Yes		Yes
Money market instruments, such as certificates of deposit and commercial paper		No		No
Other types of assets
Initial and subsequent investments (including capital calls) in any private placement or other unregistered securities (including real estate limited partnerships or cooperatives)		Yes		Yes
Private MFS stock and private shares of Sun Life of Canada (US) Financial Services Holdings, Inc.		No		No
Limited offerings, IPOs, secondary offerings		Yes		Yes
Derivatives (such as options, futures or swaps) on security indexes		Yes		No
Derivatives (such as options, futures or swaps) on commodities and currencies, including virtual currencies		Only if notified by Compliance
Other types of transactions
Involuntary transactions (see definition below)		No		No
Gifts of securities, including charitable donations, transfers of ownership, and inheritances		Yes		No

¹Investments in MFS sub-advised ETF’s are prohibited

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Terms with special meanings Within this policy, the following terms carry the specific meanings indicated below. contract for difference A contract for difference (CFD) is a contract between an investor and an investment bank or a spread-betting firm. At the end of the contract, the parties exchange the difference between the opening and closing prices of a specified financial instrument, including shares or commodities. involuntary transaction Transactions that are not under your direct or indirect influence or control, such as inheritances, gifts received, automatic investment plans, dividends and dividend reinvestments, corporate actions (such as stock splits, reverse splits, mergers, consolidations, spin-offs and reorganizations), exercise of a conversion or redemption right or automatic expiration of an option. reportable funds Any fund for which MFS acts as investment advisor, sub-advisor, or principal underwriter including MFS retail funds, MFS Variable Insurance Trust and MFS Meridian funds. See the iComply system Policies & Procedures page for a current list of reportable funds.

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EX-99-p.12

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PIMCO’s Code of Ethics (“Code”) contains the rules that govern your personal trading and outside business activities. These rules are summarized below. Please see the Code for more details (capitalized terms are defined in the Appendix).

●	You have a duty to place the interests of Clients first
●	You must avoid any actual or potential conflict of interest
●	You must not take inappropriate advantage of your position at PIMCO
●	You must comply with all applicable Securities and Commodities Laws

You must pre-clear and receive approval for your Personal Securities Transactions, unless an exemption is available. Personal Securities Transaction is a very broad concept and includes transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in Cryptocurrencies. It is your responsibility to understand the treatment of any proposed transaction under the Code by checking the definitions found in Appendix I. You are encouraged to consult with a Compliance Officer if you have any question as to the status of a particular instrument under the Code.

Personal Real Estate Investment Transactions (as defined in Appendix II) that constitute Private Placements are Personal Securities Transactions that are subject to the Code, and must be pre-cleared and receive prior approval in accordance with Section III.C.

You can pre-clear and receive approval for your transaction by the following two-step process:

Generally, certain types of transactions, such as purchases or sales of government securities, open-end mutual funds, and interval funds, do not require pre-clearance and approval. See Sections III.C.2. and III.C.3. of the Code for specific guidance.

However, Portfolio Persons (see Appendix I) are subject to more restrictive pre-clearance requirements, which are set forth in Section III.C.2.a.

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BLACK-OUT PERIODS FOR PORTFOLIO PERSONS
Employees classified as Portfolio Persons are prohibited from executing certain transactions during black-out periods, as defined below:

●	Purchases or sales prior to, and including, seven calendar days before a Client transaction in the same Financial Instrument or any Related Financial Instrument (each as defined in Appendix I)
●	Purchases or sales within three calendar days following a Client transaction in the same Financial Instrument or any Related Financial Instrument

●	When there are pending Client orders in the same Financial Instrument or a Related Financial Instrument
●	Black-out periods in closed-end funds advised or sub-advised by PIMCO
●	Section 16 holding periods
●	Investments in:

○	Initial Public Offerings (with certain exemptions for fixed income and other securities)
○	Special Purpose Acquisition Companies (SPACs)
○	Private Placements and hedge funds
○	Securities issued by Allianz SE
○	Securities on PIMCO’s Restricted Securities List

The Code has other requirements that may restrict your personal securities transactions in addition to those summarized above. Please review the entire Code. Remember that you can be sanctioned for failing to comply with the Code. If you have any questions, please ask a Compliance Officer.

PIMCO CODE OF ETHICS

I. INTRODUCTION

This Code of Ethics (“Code”) sets out standards of conduct to help PIMCO’s directors, officers and employees (each, an “Employee” and collectively, “Employees”)¹ avoid potential conflicts that may arise from their Personal Securities Transactions and outside business activities. You must read and understand this Code. Compliance can assist you with any questions.

II. YOUR FUNDAMENTAL RESPONSIBILITIES

PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:

●	You have a duty to place the interests of Clients first
●	You must avoid any actual or potential conflict of interest
●	You must not take inappropriate advantage of your position at PIMCO
●	You must comply with all applicable Securities and Commodities Laws

If you violate this Code or its associated policies and procedures, PIMCO may impose disciplinary action against you, including full or partial disgorgement of profits, a reduction in discretionary compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation.

1

Employees also include certain employees of PIMCO Investments and employees designated as dual-personnel of Gurtin Municipal Bond Management (“Gurtin Dual-Personnel”). For the avoidance of doubt, Gurtin Dual-Personnel are subject to the Code of Ethics in their capacity as both PIMCO employees and Gurtin Dual-Personnel. Additionally, employees of certain non-U.S. affiliates of PIMCO are known as “Associated Persons.” Associated Persons are subject to the respective Code of Ethics of the affiliate with which they are employed.

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III. PERSONAL INVESTMENTS

A. In General

In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of your position at PIMCO in connection with your personal investments. In addition, any excessive or inappropriate trading that, in PIMCO’s view, interferes with job performance, or compromises the duty that PIMCO owes to its Clients, will not be tolerated. This Code covers the personal investments of all Employees and their Immediate Family Members (see Appendix I). Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.

B. Prohibition on Short-Term Trading (“30 Calendar Day Rule”)

Employees are prohibited from engaging in short-term trading strategies for their own accounts. Unless specifically exempted under this Code, a short term trade is any purchase followed by a sell, or any sell followed by a purchase, of the same Financial Instrument within 30 calendar days.

This prohibition applies on a last in, first out basis: 1) even if the purchase and sell transactions occur in different accounts; 2) regardless of any designated tax lots associated with the purchase or sell transaction; and 3) only to Financial Instruments that require pre-clearance under the Section III.C. of the Code.

The date of the first transaction is considered day one, and Employees may not execute a transaction in the opposite direction until day 31. Employees will absorb any losses and will be instructed to disgorge any profits associated with short term trades in any Financial Instrument that requires pre-clearance. Compliance will calculate profits based on any or all opposite way transactions that occur within a 30 calendar day period, even if the transactions result in realized losses in one or more individual account(s). Transaction costs and potential tax liabilities will not be included in the profit calculations. Compliance also may instruct the employee to reverse a transaction that violates the 30 Calendar Rule.

Profits from such trades must be disgorged as required by a Compliance Officer.

Note, an Option transaction with an expiration date within the 30 calendar days, as described above, of the initial purchase or sale date is also prohibited. Options must have an expiration date that is at least 31 days from the initial purchase or sale date.

See the Appendix for specific guidance on options trading with regards to pre-clearance and the 30 Calendar Day Rule.

Notwithstanding the foregoing, disgorgement will not be required for transactions in which the calculated profit is less than $25.

The following transactions are exempt from the 30 Calendar Day Rule:

1.	Transactions that are exempt from the pre-clearance and approval requirement as provided in Sections III.C.2. and III.C.3. of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined in those Sections). For purposes of this exclusion, although Portfolio Persons must observe the pre-clearance requirements specified in Section II.C.2.a., Portfolio Persons’ transactions in direct obligations of the U.S. or non-U.S. Government are excluded from the 30 Calendar Day Rule.
2.	Transactions that ‘roll forward’ Options or Futures, i.e., the simultaneous closing and opening of Options or Futures contracts solely to extend the expiration or maturity of the initial position to the month immediately following such expiration or maturity, but that otherwise maintain the economic features (e.g., size and strike price) of the position.

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a.	When a transaction is rolled forward, day one for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of any subsequent roll forward transaction(s).
	Note: Notwithstanding the exemption from the 30 Calendar Day Rule, transactions that roll forward Options or Futures positions are still subject to the applicable pre-clearance requirements of the Code.

3.	Transactions in cash-equivalent ETFs provided permission is obtained from Compliance in advance.

Prior to transacting, all Employees must represent in their pre-clearance request that the transaction is not in contravention of the 30 Calendar Day Rule.

C. Pre-clearance and Approval of Personal Securities Transactions

You must pre-clear and receive prior approval for all Personal Securities Transactions unless the transaction is subject to an exemption under this Code.

The Pre-clearance and Approval Process described below applies to all Employees and their Immediate Family Members.

1.	Pre-clearance and Approval Process

Pre-clearance and approval of Personal Securities Transactions helps PIMCO prevent certain investments that may conflict with Client trading activities or other regulatory requirements. Except as provided in Sections III.C.2. and III.C.3. below, you must pre-clear and receive prior approval for all Personal Securities Transactions by following the two-step process below:

The Pre-clearance and Approval Process is a two-step process: Step 1: To pre-clear a transaction, you must input the details of the proposed transaction into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions. See Sections III.C.2. and III.C.3. for certain transactions that do not require pre-clearance and approval. Step 2: You will receive notification as to whether your proposed transaction is approved or denied. If your proposed transaction is approved, the approval is valid only for the day on which the approval was granted and the following business day, unless otherwise indicated in the approval confirmation or unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your pre-clearance request changes, you must repeat the pre-clearance process prior to undertaking the transaction. Note: If you place a Good-until-Canceled (“GTC”) or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the pre-clearance process.

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2.	Transactions Excluded from the Pre-clearance and Approval Requirement (but still subject to the Reporting Requirements)

Except as otherwise provided below, you are not required to pre-clear and receive prior approval for the following Personal Securities Transactions, although you are still responsible for complying with the reporting requirements of Section V. of this Code for these transactions (each, an “Exempt Reportable Transaction”):

a.	Purchases2 or sales of direct obligations of the U.S. Government or any other national government. However, if you are a Portfolio Person, as defined in the Code, you are required to pre-clear and receive prior approval for purchases and sales of direct obligations of the U.S. Government or any other national government except as set forth in Section III.C.3.f. below;
b.	The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or, with respect to Financial Instruments except Futures, a non-volitional assignment or call pursuant to an options contract (voluntary corporate actions require pre-clearance);
c.	Transactions in open-end mutual funds or interval funds (including those held through a variable insurance product account) managed or sub-advised by PIMCO or an Allianz affiliated entity (in other words, transactions in funds managed or sub-advised by PIMCO or an Allianz affiliated entity must be reported but do not need to be pre-cleared).
	Similarly, direct investments in open-end mutual funds or interval funds managed or sub-advised by PIMCO or an Allianz affiliated entity that are held within a qualified tuition program sponsored by a state, state agency or educational institution and authorized by Internal Revenue Code Section 529 (also known as a 529 Plan) must be reported but do not need to be pre-cleared. Further, investments in an Allianz 529 Plan must also be reported, even if such account does not hold PIMCO or Allianz affiliated funds. The Compliance department has access to information on your holdings in PIMCO private funds and open-end mutual funds in your PIMCO/Allianz 401(k). However, your personal accounts including PCRA, deferred compensation plans, Fund Invest and Allianz Employee Stock Purchase Plan must be disclosed via the Compliance Portal;
d.	Transactions in any Non-Discretionary Account for which you and your Immediate Family Member(s): (i) do not exercise investment discretion; (ii) do not receive notice of specific transactions prior to execution; and (iii) otherwise have no direct or indirect influence or control. You must still disclose the account and complete a managed account certification in Compliance Portal.
e.	Transactions pursuant to an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, except that any transaction overriding the Automatic Investment Plan’s predetermined schedule and allocation must be pre-cleared and approved. Notwithstanding the foregoing, an employee may make adjustments to the future percentage investment allocations in the Allianz employee stock purchase plan without pre-clearance.
	Employee/Immediate Family Member directed sales from an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, are subject to pre-clearance; and
f.	Transactions in accounts held on automated asset allocation platforms over which neither you nor an Immediate Family Member exercises any investment discretion, including with respect to the Financial Instruments involved in such transactions and the allocation percentages utilized within the asset allocation platform. You must contact the Compliance Officer if you have this type of account.

It is important to remember that transactions in Closed-End Funds and ETFs are subject to the pre-clearance and blackout period requirements.

2	See Section III.C.3.f. for certain additional exemptions.

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3.	Transactions Excluded from the Pre-clearance and Approval Requirement and Reporting Requirements

All Personal Securities Transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following Personal Securities Transactions are exempt from the pre-clearance, approval, and reporting requirements provided in Sections III.C and V. of the Code (each, an “Exempt Transaction”):

a.	Purchases or sales of bank certificates of deposit ("CDs"), bankers acceptances, commercial paper and other high quality, non-sovereign short-term debt instruments (with an original maturity of less than one year), including repurchase agreements;
b.	Purchases which are made by reinvesting dividends (cash or in-kind) on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan;
c.	Purchases/sales of physical currencies or physical commodities not for investment purposes;3
d.	Purchases or sales of open-end mutual funds or interval funds (including those held through a variable insurance product direct account or a 529 Plan account) that are not managed or sub-advised by PIMCO or an Allianz affiliated entity
e.	Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO or an Allianz affiliated entity; and
f.	Purchases of direct obligations of the U.S. Government where such transactions are effected via non-competitive bid or of U.S. savings bonds through the U.S. Department of the Treasury’s TreasuryDirect system.

D. Additional Requirements Applicable to Portfolio Persons

If you are a “Portfolio Person” (see Appendix I) with respect to a Client transaction, you are subject to the blackout periods listed below. Note that transactions that do not require pre-clearance under Sections III.C.2. and III.C.3. of the Code are not subject to these blackout periods. Regardless of whether you are required to pre-clear your transaction, you must not take inappropriate advantage of your position as a Portfolio Person in violation of the Code.

1.	Purchases and sales seven calendar days prior to a Client transaction

A Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days before transacting in the same Financial Instrument or a Related Financial Instrument for a Client. Similarly, a Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days if the Portfolio Person knows of another Portfolio Person’s intention to transact in the same Financial Instrument for a Client. Thus, if you personally transact within seven calendar days (inclusive) of a Client transaction in the same or Related Financial Instrument, your personal securities transaction will be considered a violation of the Code of Ethics unless the Client transaction was directed by someone else without your knowledge or you disclose to Compliance that you are aware of a pending firm transaction, and a Compliance Officer approves your personal securities transaction outside of the Compliance Portal.

Specific conditions for research analysts

A research analyst may not transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a Client (whether such analysis was requested by another person or was undertaken on the research analyst's own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument from a Managing Director supervisor and a Compliance Officer.

3

For the avoidance of doubt, direct purchases/sales of Cryptocurrencies are not “Personal Securities Transactions” (as defined in Appendix I) and thus are not subject to the pre-clearance and reporting requirements. However, Derivatives on and indirect investments in Cryptocurrencies are “Personal Securities Transactions” and are subject to the pre-clearance and reporting requirements.

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2.	Purchases and sales within three calendar days following a Client transaction

A Portfolio Person may not transact in a Financial Instrument within three calendar days after (i) transacting in the same Financial Instrument or a Related Financial Instrument for a Client; or (ii) a Client’s transaction in the same Financial Instrument or a Related Financial Instrument if the Portfolio Person knows that another Portfolio Person has transacted in such Financial Instrument or a Related Financial Instrument for a Client.

3.	Specific provisions for Real Estate Portfolio Persons with respect to PIMCO advised private funds that invest in real estate4

Real Estate Portfolio Persons must report Personal Real Estate Investment Transactions⁵ and pre-clear and receive prior approval of certain Personal Real Estate Investment Transactions.

Please refer to Appendix II for a discussion of the pre-clearance and reporting requirements for Personal Real Estate Investment Transactions.

Please note that Personal Real Estate Investment Transactions that constitute Private Placements are Personal Securities Transactions and must be pre-cleared and receive prior approval in accordance with Section III.C of the Code.

Prior to transacting, Portfolio Persons must represent in their pre-clearance request that they are not aware of any pending transactions or proposed transactions in the next seven calendar days in the same Financial Instrument or a Related Financial Instrument for any Client. Please consider the timing of your personal transactions carefully.

E. Circumstances that May Restrict Your Trading

If your Personal Securities Transaction falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:

1.	Pending Orders

If the gross aggregate market value exposure of your transaction in the Financial Instrument requiring pre-clearance over a 30 calendar day period across all your Personal Securities Accounts exceeds $25,000 and (i) the Financial Instrument or a Related Financial Instrument has been purchased or sold by a Client on that day; or (ii) there is a pending Client order in the Financial Instrument or a Related Financial Instrument, then you CANNOT trade the Financial Instrument or any Related Financial Instrument on the same day and your pre-clearance request will be denied. This prohibition is in addition to any other requirements or prohibitions in this Code that may be applicable (e.g., under “III.D. Additional Requirements Applicable to Portfolio Persons”).

As a general matter, transactions up to $250,000 per day in common stock publicly issued by an issuer, and options thereon, included in the Standard & Poor’s 500 Index (“S&P 500^® Index”) will be permitted (subject to any other applicable requirements of the Code, such as the pre-clearance and blackout period requirements). Note, with respect to an option transaction, exposure is measured by the underlying notional value of the option.

4	For purposes of this clause 3 and Appendix II, the term Financial Instrument as it applies to Personal Securities Transactions of Portfolio Persons shall include Real Estate Investment Transactions.
5	See Appendix II for definition of Real Estate Portfolio Person and Personal Real Estate Investment Transactions.

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Transactions that ‘roll forward’ Futures contracts or Options on Futures contracts may be approved. Such a roll is considered to be the simultaneous closing and opening of Futures or Options on Futures solely to extend the expiration or maturity of the previous position to the next available contract period immediately following such expiration or maturity, but that otherwise maintains the same economic features (e.g., size and strike price) of the position.

2.	Initial Public Offerings, SPACs, Private Placements and Investments in Hedge Funds

As a general matter, you should expect that pre-clearance requests involving Initial Public Offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) and SPACs will be denied. Proposed transactions in private placements, or hedge funds will be reviewed by the Compliance Officer and subject to a number of criteria, including whether the investment opportunity should be reserved for Clients.

3.	Allianz SE Investments

You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. Allianz SE blackout dates are communicated to employees and are posted on the employee trading center. A list of such blackout periods is accessible through the PIMCO Intranet.

4.	Blackout Period in any Closed End Fund Advised or Sub-Advised by PIMCO

You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is accessible through the PIMCO Intranet.

5.	Trade Restricted Securities List

The Legal and Compliance department maintains and periodically updates the Trade Restricted Securities List that contains certain securities that may not be traded by Employees. The Trade Restricted Securities List is not distributed to employees, but requests to purchase or sell any security on the Trade Restricted Securities List will be denied.

6.	Section 16 Holding Periods

If you are a reporting person under Section 16 of the Securities Exchange Act of 1934, with respect to any closed end fund advised or sub-advised by PIMCO, you are subject to a six month holding period and you must make certain filings with the SEC. It is your responsibility to determine if you are subject to Section 16 requirements and to arrange for appropriate filings. Please consult a Compliance Officer for more information.

F. Excessive Trading and Market Timing of Mutual Fund Shares.

The issue of excessive trading and market timing by mutual fund shareholders is serious and not unique to PIMCO. You are subject to the terms and restrictions of an open-end mutual fund’s prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end mutual fund that is inconsistent with the prospectus of that fund.

G. Your Actions are Subject to Review by a Compliance Officer and Your Supervisor

The Compliance Officer may undertake such investigation as he or she considers necessary to determine if your proposed transaction complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.

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In addition to the Compliance Officer, your supervisor may, unless restricted by relevant regulations, review your personal trading activity on a periodic or more frequent basis. This individual will work with the Compliance Officer on any such reviews.

H. Consequences for Violations of this Code

1.	If determined appropriate by the General Counsel or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, a reduction in discretionary performance compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction.
2.	PIMCO’s General Counsel or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, to impose, in consultation with an employee’s supervisor and other relevant parties, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel or Compliance Officer, in consultation with an employee’s supervisor and other relevant parties, may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

IV. YOUR ONGOING OBLIGATIONS UNDER THIS CODE

This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.

A. Insider Trading

The fiduciary principles of this Code and Securities and Commodities Laws prohibit you from trading while in possession of material, non-public information (“MNPI”) received from any source or communicating this information to others.⁶ If you believe you may have access to material, non-public information or are unsure about whether information is material or non-public, please consult a Compliance Officer and the PIMCO MNPI Policy. Any violation of PIMCO’s MNPI Policy may result in penalties that could include termination of employment with PIMCO.

B. Compliance with Securities Laws

You must comply with all applicable Securities and Commodities Laws.

C. Duty to Report Violations of this Code

You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employee’s. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.

D. Right to Communicate Directly with Governmental, Regulatory or Self-Regulatory Bodies

This Code will not be interpreted or applied in any manner that would violate any PIMCO employee’s legal rights as an employee under applicable law. For example, nothing in this Code or Appendices attached hereto prohibits or in any way restricts any PIMCO employee from reporting possible violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental or regulatory body or any self-regulatory organization or making other disclosures that are protected under applicable law or regulations of the Securities and Exchange Commission or any other governmental or regulatory body or self-regulatory organization. A PIMCO employee does not need prior PIMCO authorization before taking any such action and a PIMCO employee is not required to inform PIMCO if he or she chooses to take such action.

6

As described in Section III.C.2, purchases or sales of open-end mutual funds and interval funds managed or sub-advised by PIMCO are exempt from the pre-clearance and approval process; however, the insider trading prohibition described above applies to MNPI received with respect to an open-end mutual fund or interval fund advised or sub-advised by PIMCO or its affiliates. Non-public information regarding a mutual fund or interval fund is MNPI if such information could materially impact the fund’s net asset value.

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V. YOUR REPORTING REQUIREMENTS

A. On-Line Certification of Receipt and Quarterly Compliance Certification

You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter, unless otherwise approved by a Compliance Officer.

B. Reports of Securities Holdings

You and your Immediate Family Members must report all your Personal Securities Accounts and all transactions in your Personal Securities Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Securities Accounts and transactions and to allow the Compliance department to access all Personal Securities Account information. You will also be required to certify on a quarterly basis that you have reported all of your Personal Securities Accounts to Compliance via the personal trading system (accessible through the PIMCO Intranet). Required certifications must be completed within 30 calendar days following the end of the quarter.

1. Approved Brokers

You and your Immediate Family Members must maintain your Personal Securities Accounts with an Approved Broker. The list of Approved Brokers is accessible through the PIMCO Intranet or a Compliance Officer.

If you maintain a Personal Securities Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time, unless otherwise granted an exemption by a Compliance Officer. Upon opening a Personal Securities Account at an Approved Broker, Employees are required to disclose the Personal Securities Account to Compliance via the personal trading system (accessible through the PIMCO Intranet). By maintaining your Personal Securities Account with one or more of the Approved Brokers, you and your Immediate Family Member’s quarterly and annual transaction summaries will be sent directly to the Compliance department for review.

2. Initial Holdings Report

Within ten calendar days of becoming an Employee, you must submit via the personal trading system (accessible through the PIMCO Intranet) an Initial Report of Personal Securities Accounts and all holdings in Financial Instruments except Exempt Transactions. This includes all holdings in Private Placements, such as private equity and hedge fund investments. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Securities Accounts and all holdings in Financial Instruments.

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3. Quarterly and Annual Holdings Report

If you maintain (i) Personal Securities Accounts with broker-dealers that are not on the list of Approved Brokers, or (ii) a Beneficial Interest in Financial Instruments not held in a Personal Securities Account, please contact the Compliance Officer to arrange for providing quarterly and annual reports within 30 days following quarter end.

4. Changes in Your Immediate Family Members

You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Securities Accounts for which you have reporting or other responsibilities.

VI. COMPLIANCE DEPARTMENT RESPONSIBILITIES

A. Authority to Grant Waivers of the Requirements of this Code

The Compliance Officer, in consultation with PIMCO’s General Counsel or his or her designee, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

B. Annual Report to Boards of Funds that PIMCO Advises or Sub-Advises

PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCO’s last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.

C. Maintenance of Records

The Compliance Officer will keep all records maintained at PIMCO’s primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Securities Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all pre-clearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.

VII. ACTIVITIES OUTSIDE OF PIMCO

A. Approval of Activities Outside of PIMCO

1.

You may not engage in full-time or part-time service as an officer, director, partner, manager, member, proprietor, principal, consultant or employee of any Business Organization or Non-Profit Organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO’s General Counsel or other designated person.

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2.	Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates.
3.	Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or Non-Profit Organization) must also have been reviewed or approved by PIMCO’s General Counsel or other designated person.
4.	PIMCO’s General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Other factors that may be considered include any remuneration received or proposed to be received as part of the activity, whether the activity or expected time spent is consistent with your duties to PIMCO and its Clients, and any other factors deemed relevant. PIMCO’s General Counsel or other designated person may also stipulate that approval of your participation in the outside activity is subject to specified conditions. Requests to serve on the board of a publicly traded entity will generally be denied.
5.	Regardless of the outcome of PIMCO’s review of your participation in any proposed outside activity, you may not, directly or indirectly, publicly suggest, claim or imply that PIMCO is associated with or in any way approves the activity.

VIII. TEMPORARY EMPLOYEES

Temporary Employees that are classified as Contingent Workforce are considered “Employees” for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account. It is the Temporary Employee’s responsibility to understand the applicability of the Code (including any exemptions) based on the specific facts and circumstances of the employee’s role, responsibilities and access to information.

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APPENDIX I

Glossary

The following definitions apply to the capitalized terms used in this Code:

Approved Broker – means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is accessible through the PIMCO Intranet or can be obtained from the Compliance Officer.

Associated Persons – means an employee of PIMCO LLC's non-U.S. affiliates. Associated Persons are subject to the respective Code of Ethics of the non-U.S. affiliate with whom they are employed, which are, in relevant part, substantially the same as this Code. Associated Persons are subject to the oversight and supervision of PIMCO LLC.

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

Beneficial Interest – means when a person has or shares direct or indirect pecuniary interest in accounts or in reportable Financial Instruments. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Financial Instrument held by: (1) a joint account to which you are a party; (2) a partnership in which you are a general partner; (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (4) a limited liability company in which you are a managing member; (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion; (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest. A pecuniary interest (thus, Beneficial Interest) may arise with respect to any Financial Instrument including without limitation those (such as private equity and hedge fund investments) obtained through Private Placements.

Business Organization – means an entity formed for the purpose of carrying on a commercial enterprise and/or to achieve certain commercial goals. It may take the form a sole proprietorship, partnership, limited liability company, corporation or other structure.

Client – means any person or entity to which PIMCO provides investment advisory services.

Contingent Workforce – means individuals subject to provisional work agreements which may include temporary contract workers, independent contractors or independent consultants.

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

Derivative – means (1) any Futures (as defined below); and (2) a forward contract, a “swap”, a “cap”, a “collar”, a “floor” and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which are included in the definition of “Security”). Questions regarding whether a particular instrument or transaction is a Derivative for purposes of this policy should be directed to the Compliance Officer or his or her designee. For avoidance of doubt, a derivative on a Cryptocurrency is considered to be a “Derivative” for purposes of the Code.

Financial Instrument – means a Security, Derivative, commodity or currency as investment, but does not include Cryptocurrencies. For the avoidance of doubt, futures contracts on Cryptocurrencies are “Financial Instruments” for purposes of the Code.

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Futures – means a futures contract and an option on a futures contract traded on a U.S. or non-U.S. board of trade, such as the Chicago Board of Trade or the London International Financial Futures Exchange.

Immediate Family Member of an Employee – means: (1) any of the following persons sharing the same household with the Employee (which does not include temporary house guests): a person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or domestic partner; (2) any person sharing the same household with the Employee (which does not include temporary house guests)that holds an account in which the Employee is a joint owner or listed as a beneficiary; or (3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and material financial support of such person.

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

Non-Discretionary Account – means any account managed by a broker dealer, futures commission merchant, or trustee as to which neither the Employee nor an Immediate Family Member: (1) exercises investment discretion; (2) receives notice of specific transactions prior to execution; and (3) has direct or indirect influence or control over the account.

Non-Profit Organization – means an organization (generally tax-exempt) that serves the public interest. In general, the purpose of this type of organization must be charitable, educational, scientific, religious or literary. A nonprofit organization is often dedicated to furthering a particular social cause or advocating for a particular point of view.

Personal Securities Account – means (1) any account (including any custody account, safekeeping account, retirement account such as an IRA or 401(k) plan, and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect Beneficial Interest, including Personal Securities Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term “Personal Securities Accounts” also includes, among others:

(i) Trusts for which the Employee acts as trustee, executor or custodian;

(ii) Accounts of or for the benefit of a person who receives financial support from the Employee;

(iii) Accounts of or for the benefit of an Immediate Family Member; and

(iv) Accounts in which the Employee is a joint owner or has trading authority.

For the avoidance of doubt, the term “Personal Securities Account” does not include: (1) an account on the U.S. Department of the Treasury’s TreasuryDirect system, so long as the securities purchased through and/or held in such account may only be, or were, purchased through a non-competitive bid process; or (2) any account with direct holdings of Cryptocurrencies. For avoidance of doubt, an account that holds Derivatives on Cryptocurrencies would constitute a “Personal Securities Account” for purposes of the Code, and is subject to the requirements of Section V.B above.

Personal Securities Transaction – means transactions in Securities (whether publicly offered or a Private Placement), Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in a Cryptocurrency. For the avoidance of doubt, “Personal Securities Transaction” includes Derivatives on a Cryptocurrency.

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PIMCO – means “Pacific Investment Management Company LLC”.

PIMCO Investments – means “PIMCO Investments LLC”.

Portfolio Person – means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Financial Instrument, such as a research analyst; or (2) helps execute a portfolio manager’s investment decisions. Members of Portfolio Risk Management, and Economists are also considered to be Portfolio Persons. Generally, a Portfolio Person with respect to a Client transaction includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.

Private Placement – means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.

Related Financial Instrument – means any Derivative directly tied to the same underlying Financial Instrument, including, but not limited to, any swap, option or warrant to purchase or sell that same underlying Financial Instrument, and any Derivative convertible into or exchangeable for that same underlying Financial Instrument. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself.

Securities and Commodities Laws – means the securities and/or commodities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds, broker-dealers and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury, the Commodity Exchange Act, any rules adopted by the U.S. Commodity Futures Trading Commission under this statute, and applicable rules adopted by the National Futures Association.

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

Compliance Portal – means PIMCO’s proprietary employee trading pre-clearance system.

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APPENDIX II

PIMCO-advised private funds and accounts make investments in real estate.

Real Estate Portfolio Persons must generally pre-clear and receive prior approval from the Compliance Officer for Personal Real Estate Investment Transactions like other Personal Securities Transactions.

Real Estate Portfolio Person – means a Portfolio Person, or any other Employee designated by a Compliance Officer, with respect to PIMCO advised private funds that executes Real Estate Investment Transactions.

Real Estate Investment Transactions – means transactions involving real estate (such as, without limitation, purchases, sales, financings or other forms of investments in office, multifamily, retail, commercial, industrial or hospitality properties or interest in real estate services or service providers), either directly or through investments in funds (other than registered investment companies or publicly traded Securities that are otherwise subject to the Code of Ethics), joint ventures, partnerships, limited liability companies, mortgage or mezzanine loans or other Securities (other than publicly traded Securities that are otherwise subject to the Code of Ethics).

Personal Real Estate Investment Transactions – means Real Estate Investment Transactions for investment purposes.

Indirect investments (e.g., real estate funds or partnerships) may also be subject to pre-clearance as Private Placements under the Code of Ethics. Like other types of personal investments, you are required to report Personal Real Estate Investment Transactions on a quarterly basis.

Notwithstanding the above:

●

Transactions involving residential properties owned for personal use (such as a primary residence or a vacation home), as well as loans, advances or gifts to Immediate Family Members to assist in their purchase or maintenance of such properties, are not subject to pre-clearance or the reporting requirements.

●

Transactions involving one- to four-unit residential properties purchased for investment purposes are not subject to pre-clearance, so long as such transaction would not (i) constitute a Security (e.g., an interest in an entity of which you are not the general partner, managing member or equivalent), or (ii) violate any of your responsibilities under the Code of Ethics. Such transactions are subject to the reporting requirements, however.

Trades of Securities or instruments that are identified by a ticker, CUSIP, ISIN or Sedol must be pre-cleared using Compliance Portal (accessible through the PIMCO Intranet).

The Code of Ethics requires you to avoid conflicts of interest related to personal investments, including Personal Real Estate Investment Transactions. You are expected to avoid any investment, interest or association which interferes or might interfere with your independent exercise of judgment in the best interest of PIMCO and its Clients, including funds advised by PIMCO. Disclosure of personal or other circumstances constituting a conflict of interest should be reported to the Compliance Officer.

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APPENDIX III

See the below for specific guidance on options trading with regards to pre-clearance and the 30 Calendar Day Rule.

Option Trading	Pre-clearance Required	Subject to Short Term Trading Restriction ("30 Calendar Day Rule")
Purchasing/Selling an Option	Yes	Yes The option’s expiration date must be greater than 30 days from the date of the option transaction. An options contract cannot be bought and sold, or sold and bought, within 30 calendar days. For avoidance of doubt, employees may trade a different options contract (ie. different expiration or strike) within 30 calendar days.
Involuntary Option Assign- ment/Exercise of Existing Options Position	No Purchase or sale of underlying Security not directed by the Employee	No The acquisition/disposition of a security resulting from an existing option position via an involuntary assignment/exer- cise is not subject to the 30 Calendar Day Rule
Directing an Option Exercise of Existing Options Position	Yes To exercise an option, the purchase or sale of the underlying security must be pre-cleared before directing the option exercise	Yes After the receipt or disposal of the underlying security due to a directed option exercise, employees are prohibited from  executing an opposite way transaction in the underlying security for 30 calendar days
Rolling an Option on a Future7 (see section III.B.2.)	Yes Pre-clearance of both legs of the transaction is required to roll the op- tion	No The same option on a futures contract bought and sold, or sold and bought within 30 days to roll the exposure is not subject to the 30 Calendar Day Rule
Rolling an Option on All Other Underlying Securities	Yes Pre-clearance of both legs of the transaction is required to roll the op- tion	Yes Other options are not allowed to roll within 30 calendar days (i.e., they are subject to the 30 Calendar Day Rule)

7	For the avoidance of doubt, futures are allowed to be rolled within 30 calendar days.

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EX-99.p13

Peregrine Capital Management, LLC

Code of Ethics and Personal Trading Policy

January 2021

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Table of Contents

Core Principles and Standards of Conduct		1
Employee Conflicts of Interest		2
Confidential Information		2
Insider Information		3
Gifts and Entertainment		4
Political Contributions		5
Employees Serving in Other Official Capacities		6
Personal Securities Transactions		6

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Core Principles and Standards of Conduct

The Advisers Act imposes a fiduciary duty on all investment advisers, including Peregrine Capital Management, LLC (“Peregrine”). As a fiduciary, Peregrine has a duty to act in the best interests of its clients. This fiduciary duty means employees must act in a manner which merits public trust and confidence and maintains Peregrine’s reputation for integrity, and in accordance with the following core principles.

1.	Misstating or omitting material information in communication with clients, prospects, and regulators or engaging in activity which is fraudulent, deceptive or manipulative is strictly prohibited.
2.	Employees must observe Peregrine’s Code of Ethics and Personal Trading Policy (the “Code”).
3.	Employees must comply with applicable laws and regulations.
4.	Violating the Code will subject employees to disciplinary action, which could include dismissal from employment with Peregrine.
5.	If an employee becomes aware of a violation of the Code or any other of Peregrine’s policies, the employee is required to report the violation to Peregrine’s Chief Compliance Officer (the “CCO”). The reporter’s identity will be kept confidential, and the reporter will be protected from retribution, provided the employee was and is acting in good faith.
6.	The Dodd-Frank Act contains provisions to protect whistleblowers, and the Securities and Exchange Commission (the “SEC”) will pay awards to eligible whistleblowers who voluntarily provide the SEC with original information that leads to successful enforcement action.
7.	Nothing in the Code or any of Peregrine’s policies, whether a process, procedure, policy or requirement, including those related to confidentiality of certain information, shall supersede any rights of communication, incentive or otherwise employees may have under Rule 21F-17(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides employees with the ability to file statements with federal, state or local government agencies or commission (each, a “government agency”), to participate in any investigation or proceeding that may be conducted by any government agency, and to provide documents or information (including those containing confidential information), without notice to Peregrine and without limitations on the right to receive a reward for providing information to government agencies.

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Employee Conflicts of Interest

Employees must avoid situations that might lead to an actual or apparent conflict of interest with clients. If any conflicts of interest with respect to a client do arise, employees must fully disclose to the CCO all material facts concerning such conflict. 

1.	Using Peregrine employment, directly or indirectly, for private gain, to advance personal interests or to obtain favors or personal benefits for another person is prohibited.
2.	Employees should disclose to the CCO matters, transactions or relationships in which the employee or a member of the employee's family has an interest which might affect the employee's judgment on behalf of a client. Any questions about a transaction or relationship that might cause a conflict of interest should be directed to the CCO.
3.	Employees must conduct personal securities trading, addressed in more detail below, in a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of the employee’s position of trust and responsibility.
4.	Employees are also prohibited from favoring the interests of one client over another because of differences among clients, such as larger account size or accounts with different compensation arrangements.
5.	Engaging in personal transactions with Peregrine’s clients is prohibited. The only exception to this prohibition is if an institutional client has an affiliated broker that employees may use, for a fee, for personal brokerage services.

Confidential Information

Information obtained in the course of an employee’s employment with Peregrine is confidential and restricted to the proper conduct of business.

1.	Permitting others to use information acquired through employment with Peregrine to further a personal interest or as a means of making a profit is prohibited.
2.	Disclosing or discussing client relationships is not allowed with anyone other than those who have a business need to know the information for the performance of their duties and persons with beneficial interests in the account, and their duly authorized representatives, unless required by law or unless authorized in writing by the client, or their duly authorized representatives.
3.	Written permission from the applicable client and the CCO is required to disclose client names or to use them as a reference.
4.	Peregrine-developed intellectual property is proprietary to Peregrine, must reside on a Peregrine managed repository and must not be shared.

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5.	Employees may disclose portfolio holdings to third parties only as dictated by client-specific guidelines or unless required by law. Accounts may be used as “representative portfolios” provided the client remains anonymous.
6.	Questions about the propriety of releasing information should be discussed with the COO or the CCO.
7.	Written approval must be received from the COO and CCO prior to disseminating either internally and/or externally prepared reviews and examinations (i.e., audits, mock examinations, etc.) to any third party. Exceptions to this policy are audited financial statements and the Global Information Performance Standards (“GIPS”) verification report.

Insider Information

Employees may not purchase or sell securities based on material nonpublic information for themselves or clients, disclose material nonpublic information in their possession to others or recommend the purchase or sale of securities based on such material nonpublic information. Material nonpublic information is information about a company or the market for the company's securities which has come directly or indirectly from the company and has not been disclosed generally to the marketplace, the dissemination of which is likely to affect the market price of the company's securities or is likely to be considered important by reasonable investors, including reasonable speculative investors, in determining whether to trade in such securities.

1.	Employees must assume information is "material" if it relates, among other things, to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, and purchase or sale of substantial assets.
2.	Employees must assume information received about a company under circumstances which indicate that it is not yet in general circulation is “nonpublic”.
3.	Information received which may be attributable, directly or indirectly, to a company (or its insiders) is deemed to be “inside” information.
4.	Employees must immediately report their receipt of material nonpublic information and potential material nonpublic information to the CCO.
5.	Questions as to whether the information is material, inside or nonpublic, must be resolved before trading, recommending trading, or divulging the information.
6.	Unresolved questions as to the applicability or interpretation of the foregoing standards or the propriety of desired action must be discussed with the COO or CCO prior to trading or recommending trading.

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If the CCO determines that Peregrine is in receipt of material nonpublic information, the CCO will place the security on Peregrine’s List of Securities Restricted Due to Potential Inside Information (the “Restricted List”). Peregrine and its employees are prohibited from placing any trades in securities that are included on this Restricted List, either for a client account or for their personal account. Peregrine will code its Order Management System to prevent transactions in any security included on the Restricted List and any pre-clearance request for a personal securities transaction in any such security will be denied.

When the CCO determines that the information which caused a particular security to be added to the Restricted List has become either public and/or immaterial, the CCO will remove the security from the Restricted List. Upon removal from the Restricted List, trading both for client accounts and for personal accounts may resume.

Gifts and Entertainment

Subject to the limitations described below, employees may generally give and receive gifts and entertainment provided such gifts and entertainment are not lavish or excessive, and do not give the appearance of being designed to improperly influence the recipient. Gifts and entertainment given by clients or vendors or received from clients or vendors must be reasonable and customary and avoid the appearance of interfering with an employee’s responsibilities to Peregrine or its clients. Gifts of sufficiently limited value given under accepted business practices with no inference that the gift should influence the employee in the performance of their duties are an exception, subject to the standards below.

1.	Accepting or giving cash or cash equivalents (i.e., VISA gift cards or prepaid credit cards) is strictly prohibited.
2.	Accepting or seeking anything of value from a person intending to be influenced or rewarded in connection with business or transactions involving Peregrine is prohibited.
3.	Employees are required to disclose to the CCO gifts given or received valued at more than $100 within 30 days of the quarter-end in which such a gift is given or received.

All employees must report to the CCO within 30 days of the year-end, any gift and entertainment in excess of $250 made on behalf of Peregrine to a union or a union official in a calendar year.

The Foreign Corrupt Practices Act (“FCPA”) prohibits the direct or indirect giving of, or a promise to give, “things of value” in order to corruptly obtain a business benefit from an officer, employee, or other “instrumentality” of a foreign government. Employees must comply with the spirit and letter of the FCPA at all times. Employees must obtain written preclearance from the CCO prior to giving anything of value that might be subject to the FCPA except food and beverages that are provided during a legitimate business meeting and that are clearly not lavish or excessive.

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Political Contributions

Peregrine prohibits its employees from making Political Contributions in excess of certain de minimis amounts as outlined below.

Definitions (as used within this policy)

1.	“Political Contribution” means any payment made for the purpose of influencing any election for state or local office or where an incumbent state or local official is running for federal office.
	Political Contributions include:
	a.	Payments made directly to an official of a government entity who is in a position to influence the selection of Peregrine as an investment adviser;
	b.	Payments to a political party of a state or locality in which Peregrine is providing or seeking to provide investment advisory services to a government entity; and
	c.	Payments made indirectly through a party that, if done directly, would violate Rule 206(4)-5 under the Investment Adviser Act of 1940, as amended. Third parties include family members, consultants, attorneys, friends, political action committees or companies affiliated with Peregrine.
	Political Contributions do not include payments to federal incumbents seeking a federal position, a federal candidate not holding any office, or national committees.
2.	“Official” means any person, including any election committee for such person, who was, at the time of the contribution, an incumbent, candidate or successful candidate for an elective office of a government entity.
3.	“Payment” includes any gift, subscription, loan, advance, money or anything of value.

Requirements

1.	Employees are required to pre-clear all Political Contributions utilizing the Schwab Compliance Technologies system, and to confirm compliance with these requirements through the quarterly reporting.
2.	Employees are permitted to make aggregated de minimis Political Contributions of up to:
	a.	$150 per election per Official.
	b.	$150 per election for payments to a political party of a state or locality.
3.	New employees are required to report Political Contributions for a two-year look-back period.

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Neither Peregrine nor its employees may coordinate or solicit any person or political action committee (an organization that raises money privately to influence elections or legislation) to make contributions that would violate this policy. Examples of soliciting include, but are not limited to:

sponsoring an event where a candidate will engage in fundraising; authorizing the use of the Peregrine logo or letterhead in connection with fundraising activities; and coordinating small contributions from a large number of individuals.

Peregrine will not hire a third-party solicitor to solicit government clients.

The CCO is responsible for oversight of this policy, including reviewing all Political Contributions reported and performing a risk-based annual review of public websites.  

Employees Serving in Other Official Capacities

Employees may not accept appointment as an officer, director, trustee or another similar capacity for a for-profit organization without prior approval from the Board.

1.	Employees are encouraged to serve as officers and directors of nonprofit organizations provided that there is no conflict of interest and there is no interference with the employee's duties and responsibilities to Peregrine.
2.	Employees must obtain written approval from the Board before accepting or engaging in other types of outside business activities with a for-profit organization.

Personal Securities Transactions

All Peregrine employees are considered “Access Persons”. Access Persons cannot engage in securities transactions, including gifts of securities, that would violate Peregrine policies or create a conflict of interest with clients.

1.	Peregrine has contracted with Charles Schwab Compliance Technologies (“SCT”) to assist with tracking and recording preclearance requirements and quarterly and annual reporting requirements found within this Code.
2.	Access Persons are required to obtain preclearance from Compliance by entering desired trades into SCT before executing security transactions in accounts in which the Access Person has direct or indirect beneficial ownership. Such transactions include, but are not limited to, purchases or sales of securities in public markets, in private placements or limited offerings (including Initial Public Offerings (“IPO’s”), purchases, sales, and exercises of puts, calls, and warrants and gifts of securities to charity or individual or entity of which the Access Person is not either a direct or indirect beneficiary. An employee giving a gift of a security is considered a sale. No Access Person may approve their own transactions.
3.	Access Persons are generally considered to have “beneficial ownership” of a security in which they have direct or indirect financial interest. Access Persons should consider themselves the beneficial owner of securities held by a spouse, minor children, a relative who shares their home, or other persons because of a contract, arrangement, understanding or relationship that provides the Access Person with sole or shared voting or investment power.

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4.	Access Persons may only execute an approved security transaction on the same business day. Approvals received after the market close are valid the following business day.
5.	Access Persons are prohibited from making a transaction in a security which is contrary to the advice given or action taken on behalf of clients (i.e., buy versus sell, or sell versus buy) concerning that security for five business days after transactions on behalf of clients (i.e., transaction date is considered day one (1)).
6.	Access Persons are prohibited from making a transaction in a security which is consistent with the advice given or action taken on behalf of clients (i.e., buy versus buy, or sell versus sell) concerning that security until one business day after the transactions on behalf of clients.
7.	Access Persons are prohibited from purchasing or selling a security that is being considered for purchase or sale (i.e., under discussion between members of an investment team) for clients.
8.	Access Person are prohibited from executing a transaction that would:
	a.	Result in the buying or selling of securities in competition with client buy or sell orders;
	b.	Result in the buying or selling securities to take advantage of recent or imminent client trades;
	c.	Involve the security of a company concerning which the Access Person has material nonpublic information;
	d.	Involve short-selling or trading options on any of the stocks held by or contemplated for any client; or
	e.	Involve the acquisition of a direct or indirect beneficial interest in an IPO.
9.	Access Person may not cause or attempt to cause clients to purchase, sell or hold a security in a manner calculated to create personal benefit to the Access Person. Access Persons may not recommend security transactions for client accounts without having disclosed to the CCO their interest in such securities or the issuer thereof, including, without limitation:
	a.	Their direct or indirect beneficial ownership of securities of such issuer;
	b.	A position with such issuer or its affiliates; or
	c.	The present or proposed business relationship between such issuer or its affiliates and the Access Person or party in which the Access Person has an interest.
10.	Access Persons are required to have transaction information for reportable securities transactions sent directly from their broker to the Compliance Department at Peregrine. Peregrine has worked with SCT to set up secure electronic feeds directly from many external brokers. For any personal brokerage accounts set up with any broker with whom SCT does have such a feed in place, the Access Person is required to have their transaction information sent electronically to SCT unless that Access Person has requested and received an exception to this requirement from the CCO. Any Access Person who has a brokerage account at a broker with whom SCT does not have such a feed set up must arrange to have transaction information sent the Compliance Department at Peregrine.

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11.	Access Persons must promptly disclose new brokerage accounts. Similar to the requirement above for confirmations, any brokerage account with an automatic electronic feed to SCT must have these statements send to SCT electronically unless the CCO has granted an exception.
12.	Access Persons are required to provide a quarterly statement for each brokerage account (the “Quarterly Transactions Report”) to Peregrine’s Compliance Department. This statement should be submitted utilizing SCT if possible unless the CCO grants an exception to this policy. This report should be submitted to the CCO within 15 days after the end of each calendar quarter. The Quarterly Transactions Report must contain all personal securities transactions for the preceding quarter. These reports require the following information:
	a.	Date of the transaction;
	b.	Name, ticker or CUSIP;
	c.	Type of security;
	d.	Number of shares;
	e.	Principal amount of each security involved;
	f.	Nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);
	g.	Transaction price;
	h.	Name of the broker, dealer or bank; and
	i.	Report date.
13.	Access Persons are required to submit to Peregrine’s Compliance Department an annual list of the securities, private placements and brokerage accounts in which Access Persons have a direct or indirect beneficial ownership (the “Annual Holdings Report”). New Access Persons must submit a list of the securities, private placements and brokerage accounts in which they have a direct or indirect beneficial ownership within ten business days of beginning employment, which includes the same information reported in the Annual Holdings Report. These Annual Holdings Reports must be submitted electronically via SCT when possible, unless an exception is granted by the CCO. These reports require the following information (which must be current as of a date no more than 30 days before the annual report is submitted):
	a.	Name, ticker or CUSIP;
	b.	Type of security;
	c.	Number of shares;
	d.	Principal amount of each security in which the Access Person had direct or indirect beneficial ownership when the person became an Access Person or upon annual submittal;
	e.	Name of the broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person or the date of the annual submittal; and
	f.	Date the report is submitted by the Access Person.
14.	Revealing information relating to the investment intentions or activities relating to clients or securities that are under consideration for purchase or sale on behalf of clients, except as required in the normal course of business, is prohibited.

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15.	Preclearance is not required for:
	a.	Purchases or sales for any account over which the Access Person has no direct or indirect influence or control;
	b.	Purchases which are part of an automatic dividend reinvestment plan or automatic withdrawal; or
	c.	Purchases made in the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were initially acquired from the issuer.
16.	Preclearance is not required, but Quarterly Transactions Reports and Annual Holdings Reports are required for:
	a.	Transactions in bonds (except bonds with an equity component i.e., convertible bonds), including related derivatives (because Peregrine does not typically invest in fixed income instruments);
	b.	Transactions in open-end mutual funds subadvised by Peregrine; or
	c.	Transactions in ETFs, including related derivatives.
17.	Preclearance, Quarterly Transactions Reports and Annual Holdings Reports are not required for:
	a.	Securities issued or guaranteed by the U.S. Treasury or other “Government Security” as defined in Section 2(a)(16) of the Investment Company Act of 1940, including related derivatives;
	b.	Banker's acceptances;
	c.	Bank certificates of deposit;
	d.	Commercial paper;
	e.	Repurchase agreements covering the foregoing;
	f.	Shares of registered, open-end investment companies not advised or subadvised by Peregrine;
	g.	Index derivatives; or
	h.	Cryptocurrency.
18.	Violation of these policies will be subject to disciplinary action. Personal transactions conflicting with client trades must be canceled or reversed at a loss or with profits disgorged. The COO will determine appropriate disciplinary actions that may include restricting or prohibiting personal trading, fines, write-ups in the employee’s personnel file, and/or termination, provided that the Board of Peregrine will make such determinations in connection with violations by the COO. All violations of this policy by members of the Board, as well as any material violations of this policy by Access Persons who are not members of the Board will be reported to the Board.
19.	Exceptions to personal security trading policies require prior approval in writing from the CCO.

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EX-99.p.14

Code of Ethics and Insider Trading Policies

1.1 Statement of the Firm’s Code of Conduct

High ethical standards are essential for the success of the Firm and to maintain the confidence of the Firm’s clients. The Firm’s long-term business interests are best served by adherence to the principle that the interests of the Firm’s clients come first. The Firm has a fiduciary duty to its clients to act solely for their benefit. All employees (“Employees”), officers and directors of the Firm, must put the interests of the Firm’s clients before their own personal interests and must act honestly and fairly in all respects. All Employees must also comply with all federal securities laws. In recognition of the Firm’s fiduciary duty to its clients and the Firm’s desire to maintain the highest level of ethical standards, the Firm has adopted this Code of Ethics (the “Code”), in accordance with Rule 204A-1 of the Advisers Act and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”).

This Code is not intended to provide a complete description of the legal and ethical obligations of the Firm or its Employees and cannot be relied upon as such. In situations where the proper course of conduct is not clear, or whenever there is a question as to the propriety of a particular course of conduct or the interpretation of the Firm’s policies and procedures, the Compliance Department, along with members of the Firm’s senior management, as appropriate, should be consulted. The Firm has assigned primary responsibility for the administration, oversight and enforcement of this Code to the Chief Compliance Officer. The Business Management Committee will assist with the enforcement of the Code, as needed. The Firm uses Compliance Science, a third party web-based compliance platform to administer the forms, certifications and pre-clearance items under the Code.

It is the responsibility of every Access Person (as defined below) to act in furtherance of this Code. Failure of an Access Person to comply with this Code may result in criminal and civil penalties as well as disciplinary action up to and including disgorgement of profits and termination of employment.

1.2 Risks

In developing these policies and procedures, the Firm considered the material risks associated with administering the Code of Ethics. This analysis includes risks such as:

●	Employees do not understand the fiduciary duty that they, and the Firm, owe to clients;
●	Employees and/or the Firm fail to identify and comply with all applicable Federal Securities Laws;
●	Employees do not report personal securities transactions;
●	Employees trade personal accounts ahead of client accounts;
●	Violations of the Federal Securities Laws, the Code of Ethics, or the policies and procedures set forth in this Compliance Manual, are not reported to the CCO and/or appropriate supervisory personnel;
●	The Firm does not provide its Code of Ethics and any amendments to all Employees; and
●	The Firm does not retain Employees’ written acknowledgements that they received the Code of Ethics and any amendments.

The Firm has established policies and procedures to mitigate these risks.

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1.3 Definitions

“Access Person” means

●	all employees and officers of the Firm, and
●	any directors of the Firm or employees of the Firm’s affiliates who are subject to the supervision and control of the Firm who either (a) have access to nonpublic information regarding any clients’ purchase or sale of securities, or portfolio holdings or (b) are involved in providing investment advisory services to clients, and
●	any other person determined by the Firm’s Compliance Department to be an Access Person.

“Beneficial Ownership” includes any ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect financial interest other than the receipt of an advisory fee.

“Covered Security” includes:

●	any stock, bond, future, investment contract or any other instrument that is considered a “security” under the Advisers Act; and
●	any derivative, commodities, options or forward contracts relating to a Covered Security.

Virtual currency or cryptocurrency coins:

Any Employee who purchases or sells virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of an initial coin offering (“ICO”), should consult with the CCO as to whether such coins or tokens would be considered Covered Securities for purposes of this policy. If the CCO determines, based on the structure of the ICO and relevant SEC guidance, that such coins or tokens should be considered securities, the coins or tokens will be considered Covered Securities for purposes of this policy. For the avoidance of doubt, virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO are not deemed Covered Securities under this policy.

“Reportable Funds” means any open-end mutual funds and ETFs advised or sub-advised by the Firm or open-end mutual funds and ETFs whose adviser, sub-adviser or principal underwriter controls, is controlled by or is under common control with the Firm.

Covered Security specifically does not include:

●	shares of open-end mutual funds, other than Reportable Funds;
●	shares of “exchange traded funds” (ETFs), whether organized as open-end mutual funds or unit investment trusts that are invested exclusively in one or more open-end funds;
●	registered closed-end funds;
●	direct obligations of the federal, state and local government of the United States;
●	shares issued by money market funds (domiciled inside or outside the United States);
●	bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;
●	shares of foreign unit trusts and foreign mutual funds;

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“Immediate Family Members” means any of the following family members who live in an Access Person’s household: adult children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, persons with whom the employee has an adoptive or “in-law” relationship.

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

“Personal Account” means any account that may hold Covered Securities:

●	in which an Access Person has any Beneficial Ownership;
●	maintained by or for an Access Person’s spouse (other than a legally separated or divorced spouse) or minor children;
●	maintained by or for any Immediate Family Members;
●	maintained by or for any persons to whom the Access Person provides primary financial support, and either (a) whose financial affairs the Access Person controls, or (b) for whom the Access Person provides discretionary advisory services;
●	maintained by or for any partnership, corporation, company or other entity in which an Access Person has a 25% or greater beneficial interest, or in which the Access Person exercises effective control; and
●	401(k) accounts, 529 college savings accounts and variable life insurance accounts.

1.4 Persons Subject to the Code

All Access Persons are subject to the Code. At the current time, certain employees of affiliate Rothschild & Co’s Legal, Finance, and IT departments who have access to the Firm’s proprietary information are treated as Access Persons for purposes of the Code. The Compliance Department will periodically review the level of access to the Firm’s proprietary information by employees of Rothschild & Co and other affiliates of the Firm to determine whether any additional employees should be treated as Access Persons.

1.5 Regulatory Environment and Standards of Conduct

In conducting the Firm’s business, the Firm and its Employees must comply at all times with the provisions of Rule 204A-1 under the Advisers Act, Rule 17j-1 under the Investment Company Act, as well as applicable provisions and rules under the laws of the various states and other jurisdictions where the Firm does business or has clients. In addition, when managing accounts of employee benefit plans subject to ERISA and individual retirement accounts, the Firm must comply with all applicable provisions of ERISA, the Internal Revenue Code of 1986, and applicable rules thereunder.

In addition to the specific regulatory requirements that apply to the Firm’s business as an investment adviser, the Firm and its Access Persons are subject to the broad anti-fraud provisions of the federal securities laws. Under these provisions, the Firm and its Access Persons are prohibited from engaging in the following, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client or the Mutual Funds:

●	employing any device, scheme or artifice to defraud a client or prospective client;
●	making any untrue statement of a material fact to a client or omitting to state a material fact necessary to make the statement made to a client, in light of the circumstances under which they are made, not misleading;
●	engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client or prospective client; or
●	engaging in any practice or course of business which is fraudulent, deceptive or manipulative with respect to a client.

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To the extent applicable, the Firm has adopted and abides by the CFA Institute’s Code of Ethics & Standards of Professional Conduct (the “CFA Code of Ethics”). The CFA Code of Ethics is attached to this Compliance Manual as Appendix A.

The Firm has adopted the following standards of conduct when dealing with clients and prospective clients:

●	No client may be favored over another. All clients must be treated fairly and equitably.
●	No Access Person may guarantee a client against losses with respect to any securities transactions or investment strategies. No guarantee may be made that a specific level of performance will be achieved or exceeded. Any mention of past performance must include a statement that it does not necessarily indicate future results. Client testimonials are not permitted.
●	No Access Person may give or offer any legal or tax advice to any client regardless of whether the Access Person offering such advice is qualified to do so. All requests for such advice should be referred to the Chief Compliance Officer.
●	No Access Person may borrow funds or securities from, or lend funds or securities to, any client of the Firm without the written approval of the Chief Compliance Officer.
●	No Access Person may act as custodian of securities, money, or other funds or property of a client or act or serve as a trustee of a client.

1.6 Reporting Requirements for Access Persons

Initial Holdings Report: Access Persons shall submit via Compliance Science a report of all personal security holdings, no later than 10 days after the person becomes an Access Person. The information in the report must be current as of a date no more than 45 days prior to the date the person became an Access Person. The report must contain the following information, subject to any exceptions of Rule 204A-1 under the Advisers Act (e.g., holdings in any accounts over which the Access Person has no direct or indirect influence of control):

●	The title, number of shares and principal amount of each Covered Security, including shares of a Reportable Fund, in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
●	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 as of the date the person became an Access Person; and
●	The date that the report is submitted by the Access Person.

Quarterly Transaction Reports: Access Persons shall submit via Compliance Science a report, no later than 30 days after the end of a calendar quarter, which contains the following information, subject to any exceptions of Rule 204A-1 under the Advisers Act:

Transactions: Access Persons shall report the following information concerning any transaction during the quarter in any Covered Security, including shares of a Reportable Fund, in which the Access Person had any direct or indirect beneficial ownership, subject to any exceptions of Rule 204A-1 under the Advisers Act:

●	The date of the transaction, the title, interest rate and maturity date (if applicable), the number of shares and the principal amount of each security involved;

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●	The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
●	The price of the security at which the transaction was affected;
●	The name of the broker, dealer or bank with or through which the transaction was affected; and
●	The date the report is submitted by the Access Person.

Pursuant to the Firm’s Personal Trading Policies and Procedures, Access Persons are generally prohibited from trading Covered Securities, other than Reportable Funds, in Personal Accounts.

Accounts: Access Persons shall report the following information concerning any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

●	The name of the broker, dealer or bank with whom the Access person established the account;
●	The date the account was established; and
●	The date that the report is submitted by the Access Person.

Annual Holdings Reports: Access Persons shall submit via Compliance Science a report of all personal security holdings within 30 days after the end of each calendar year, subject to any exceptions of Rule 204A-1 under the Advisers Act. The information in the report must be current as of a date no more than 30 days prior to the date the report is submitted. The report must contain the following information:

●	The title, number of shares and principal amount of each Covered Security, including shares of a Reportable Fund, in which the Access Person had any direct or indirect beneficial ownership;
●	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 the Access Person; and
●	The date that the report is submitted by the Access Person.

Exceptions from Reporting Requirements: There are limited exceptions from certain reporting requirements. Specifically, an Access Person is not required to submit:

●	Quarterly reports for any transactions effected pursuant to an Automatic Investment Plan; or
●	Any reports with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control, such as an account managed by an investment adviser on a discretionary basis.
●	Any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of the CCO or a designee who will, on a case-by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the Automatic Investment Plan, a copy of the discretionary account management agreement and/or a written certification from an unaffiliated investment adviser. On a sample basis, the CCO may request reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to the Firm's Code, absent reliance on the reporting exception.

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1.7 Written Reporting to the Board of Trustees

The Firm will furnish the Board of Trustees (the “Board”) of each Reportable Fund with a written report, on an annual basis or more frequently if required by the Board, which:

●	Describes any issues arising under this Code or its procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.
●	Certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

1.8 Personal Trading Policies and Procedures

As part of its Code of Ethics, the Firm has adopted these Personal Trading policies and procedures to restrict the personal trading activities of its Access Persons. It is the responsibility of every Access Person to read, retain and act in furtherance of these policies and procedures. Access Persons should direct any questions regarding these policies and procedures to the Chief Compliance Officer. Any capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Code of Ethics.

Any violation of these policies and procedures or the spirit of these policies and procedures may subject such Access Person to disciplinary action up to and including disgorgement of profits and termination of employment. Any Access Person who executes a transaction that is prohibited by these policies and procedures may be required to break the transaction regardless of whether such Access Person would suffer an economic loss as a consequence. The Firm may also impose a fine on the Access Person that is, at the Firm’s absolute discretion, commensurate with the severity of the offense.

General Prohibition on Personal Trading of Covered Securities

Except as otherwise provided herein, Access Persons are prohibited from buying, selling, selling short or otherwise trading in Covered Securities in their Personal Accounts.

An exception to this prohibition may be made, on a case by case basis, by the Chief Compliance Officer with the approval of the Business Management Committee for a trade (including a buy trade) by an Access Person who does not have day-to-day access to nonpublic information regarding clients’ purchase or sale of securities or portfolio holdings and is not involved in providing investment advisory services (such as the Facilities employees of R&CoNA). Such trade exception, if granted, shall be subject to pre-clearance requirement as described in the section below.

The Compliance Department will review quarterly account statements to confirm that Access Persons have not traded any Covered Securities in Personal Accounts in violation of this policy. Access Persons are required to confirm that they have not traded in Covered Securities in their Quarterly Transactions Report.

Pre-Clearance to Sell Covered Securities

Notwithstanding the Firm’s general prohibition on personal trading of Covered Securities, any Access Person may sell Covered Securities by obtaining; (i) pre-clearance from Co-Head of the Firm; (ii) pre-clearance by the Compliance Department; and (iii) pre-clearance by the Trading Desk. Generally, the pre-clearance request should apply to the Access Person’s entire position in the Covered Security. If the pre-clearance request is submitted by the Chief Compliance Officer or a Co-Head of the Firm, the Firm’s second Co-Head will substitute as an approver on their behalf. Any such pre-clearance will be documented by the Compliance Department.

Any requests to sell Covered Securities will be subject to pre-clearance by the Compliance Department and Trading Desk. In submitting a pre-clearance request, the Access Person must certify that he or she is not trading on the basis of material non-public information or information regarding client portfolios or trading (a practice commonly referred to as “front running”). Requests to sell Covered Securities must be made electronically via Compliance Science.

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The Trading Desk and the Compliance Department will pre-clear a request to sell a Covered Security if (i) the Firm has not made a decision trade in the security on the same day or within the past 10 trading days and the security is not being considered by the Firm for a future decision trade, and (ii) the security does not present a conflict with the Sensitive List. Any pre-clearance granted herein will remain in effect only through the end of the trading day in which pre-clearance is given.

Trading in Reportable Funds is not subject to pre-clearance requirement, but is subject to reporting and review by the Compliance Department.

Quarterly Overlap Report

In order to detect personal trading activity that may be detrimental to client trading, the Compliance Department will generate and review a quarterly overlap report between client accounts trading and personal accounts trading.

Additional Limitations on Personal Trading

●	Access Persons may not trade on the basis of nonpublic information with respect to client portfolios and trading activities or engaged in trading practices referred to as “front running,” including the portfolios and trading activities of Reportable Funds;
●	Consistent with the Firm’s Policies and Procedures against Insider Trading, Access Persons may not trade while in possession of or after exposure to material, nonpublic information relating to the subject of the trade; and
●	Trading in Personal Accounts should not interfere with the fulfillment of the Access Person’s business responsibilities and duties to the Firm’s client.

Pre-Approval of Privately-Placed Securities (Hedge Funds and other Private Funds)

Since brokerage statements and confirmations generally do not include privately-placed securities, any privately-placed securities, including investments whether initial or add-on investments in hedge funds, private equity funds and other private funds, or derivatives purchased or sold by an Access Person, must be pre-cleared on Compliance Science by one of the Co-Heads of the Firm and the Chief Compliance Officer.

Recordkeeping

The Firm maintains records in the manner and to the extent detailed below at its principal place of business. These records are available to the Securities and Exchange Commission (the “Commission”) or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

●	A copy of each Code of Ethics for the Firm that is in effect, or at any time within the past six years was in effect, will be maintained in an easily accessible place;
●	A record of any violation of the Code of Ethics, and of any action taken as a result of the violation, will be maintained in an easily accessible place for at least six years after the end of the fiscal year in which the violation occurred;
●	A copy of each report made by an Access Person as required by this Code, including any information provided in lieu of the reports, must be maintained for at least six years after the end of the fiscal year in which the reports was made or the information was provided, the first two years in an easily accessible place;

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●	A record of all persons, currently or within the past six years, who are or were required to make reports under the Code of Ethics, or who are or were responsible for reviewing the reports, will be maintained in an easily accessible place;
●	A copy of each annual written report to the Board of Trustees, as required by this Code, will be maintained for at least six years after the end of the fiscal year in which it was made, and the first two years in an easily accessible place; and
●	A record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of Initial Public Offerings (“IPOs”) and Limited Offerings.

Oversight of the Code

Acknowledgment: The Compliance Department will annually distribute a copy of the Code to all Access Persons. The Compliance Department will also distribute promptly all amendments to the Code. All Access Persons are required annually to sign and acknowledge their receipt of the Code. New Access Persons are required to sign and acknowledge their receipt of the Code upon their becoming an Access Person.

Notifying Access Persons of Reporting Requirements: The Compliance Department will identify all Access Persons who are required to make reports under this Code and notify Access Persons of their reporting obligations.

Reviewing Reports: The Compliance Department will review all reports submitted by Access Persons pursuant to this Code.

Authority to Exempt Transactions: The Chief Compliance Officer has the authority to exempt an Access Person from the provisions of this Code if the Chief Compliance Officer independently, or in consultation with members of the Firm’s senior management, determines that such exemption would not be against any interests of any of the Firm’s clients and in accordance with applicable law. The Chief Compliance Officer will document any exemptions granted, describing the circumstances and reasons for the exemption.

Reporting Breaches of the Code: Any Access Person who becomes aware of information relating to any violation of this Code, any illegal or unethical behavior by the Firm or its Access Persons or has any doubt as to the propriety of any activity, must immediately report the matter to the Chief Compliance Officer.

Sanctions: Upon determining that a violation of this Code has occurred, members of the Firm’s senior management, in consultation with the Chief Compliance Officer, may impose such sanctions or remedial action as they deem appropriate or to the extent required by law. These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment, regulatory disciplinary actions, and criminal or civil penalties.

ADV Disclosure: The Chief Compliance Officer will ensure that the Firm’s Form ADV describes the Code and its associated policies and procedures.

1.9 Insider Trading Policies and Procedures

1.9.1 Risks

In developing these policies and procedures, the Firm considered the material risks associated with insider trading. This analysis includes risks such as:

●	Employees place trades in personal and/or client accounts based on Material Nonpublic Information (as defined below);
●	Employees pass Material Nonpublic Information on to others;
●	Employees are not aware of what constitutes Material Nonpublic Information;

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The Firm has established policies and procedures to mitigate these risks.

1.9.2 Insider Trading Generally

1. Statement of Policy

The Firm and its Employees are prohibited from trading, either personally or on behalf of others, including in client accounts (“Client Accounts”) managed by the Firm, in any security or security-based derivative position on the basis of material, nonpublic information in violation of the law. In addition, Employees are prohibited from communicating material, nonpublic information to any person, including other Employees, in violation of the law. This prohibited conduct is frequently referred to as “insider trading.”

The Firm has adopted these policies and procedures (this “Policy”) to prohibit the Firm and its Employees from any involvement in insider trading. It is the responsibility of every Employee to read, retain and act in furtherance of this Policy. This Policy extends to the activities of Employees within and outside their duties at the Firm. Employees should direct any questions regarding insider trading or this Policy to the Chief Compliance Officer. Failure to comply with this Policy may result in disciplinary action up to and including termination of employment, as well as possible fines and civil or criminal penalties.

Access Persons are reminded that the misuse of material non-public information in connection with personal trading activity, or causing another individual to do the same, may constitute a criminal offense punishable by fines, imprisonment and the loss of the privilege of working in the securities industry. The Firm reserves the right to refer the misuse of material non-public information to law enforcement.

Access Persons are required to cooperate in any investigation or inquiry by or involving any Rothschild & Co entity in relation to personal securities dealings. This may include a request by a Rothschild & Co entity, the SEC, FINRA, one of the securities exchanges, or other regulator to provide information concerning the dealings of an Access Person.

2. Definition of Insider Trading

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to (i) the use of material, nonpublic information to trade in securities (whether or not one is an “insider”) or (ii) communications of material, nonpublic information to others.

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; or
●	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.

The elements of insider trading and the penalties for such unlawful conduct are discussed below.

3. Who is an Insider?

The concept of “insider” is broad. It includes officers, directors and employees of a company (and any personnel of such company serving in similar functions). In addition, a person may be deemed an insider if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. Insiders may include, among others, a company’s attorneys, accountants, consultants, bank lending officers, members of a creditors committee, and the employees of such organizations. In addition, the Firm may become an insider of a company it advises or for which it performs other services.

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4. What is Material Information?

Trading on nonpublic information is not a basis for liability unless the information is material. “Material information” generally is defined 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 substantial effect on the price of a company’s securities. Information that should be considered material includes, but is not limited to:

●	earnings information;
●	mergers, acquisitions, tender offers, joint ventures, or changes in assets;
●	new products or discoveries, or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract);
●	changes in control or in the board of directors or executive management;
●	change in auditors or auditor notification that the issuer may no longer rely on an auditor's audit report;
●	events regarding the issuer's securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders, public or private sales of additional securities);
●	bankruptcies or receiverships; or
●	information concerning a proposed private offering (private investment in public equity or “PIPE”).

Material information does not have to relate directly to a company’s operations. For example, the 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 Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

5. What is Nonpublic Information?

Information is nonpublic until it has been effectively disseminated to the marketplace. For example, information found in a report filed with the SEC, a court docket, or appearing in Bloomberg, Dow Jones, The Wall Street Journal, research report or other publications of general circulation would be considered public.

6. Establishing Insider Trading Liability

There are two main theories with respect to establishing insider trading liability:

Fiduciary Duty Theory

Insider trading liability is established when trading while in possession of material, nonpublic information about a public issuer of securities that was obtained in breach of a fiduciary duty or other relationship of trust and confidence. There are alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information (e.g., attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.

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Misappropriation Theory

Insider trading liability is also established when trading occurs on material, nonpublic information that was stolen or misappropriated from any other person in breach of a duty owed to the source of the information. For example, the Supreme Court found that an attorney misappropriated information from his law firm and its client when he traded on knowledge of an imminent tender offer while representing the company planning to make the offer. Rather than premising liability on a direct fiduciary relationship between the company insider and the attorney, the Court based misappropriation liability on the attorney’s deception of those who entrusted him with access to confidential information. The misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

7. Tender Offers

The SEC has adopted a rule which expressly forbids trading while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either until the information is publicly disclosed by press release or otherwise. There is no requirement to prove that there has been a breach of fiduciary duty when establishing insider trading liability in the context of tender offers. As a result, Employees should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

8. Circumstances in Which You May Obtain Material Nonpublic Information

Material, nonpublic information may be obtained in a variety of situations. For example, a person might inadvertently obtain material, nonpublic information through:

●	meetings with company representatives (such as “one-on-one” or other discussions with company executives or directors);
●	serving as a director of a company;
●	participation in industry meetings;
●	discussions with industry experts, including expert networks, or insider employees;
●	interaction with third-party service providers such as legal, banking, brokerage, administrative and printing firms;
●	family or personal relationships with insiders or others in the financial services industry;
●	participation on creditor committees;
●	brokerage relationships providing invitations and access to “PIPE” transactions;
●	the ownership of debt and equity securities of the same issuer;
●	interactions with clients (including private fund investors) who are corporate insiders; or
●	interaction with other persons in the financial services industry.

U.S. public companies are subject to Regulation FD, which provides that when an issuer, or person acting on its behalf, discloses material, nonpublic information to certain persons (in general, securities market professionals and holders of the issuer's securities who may well trade on the basis of the information), it must make public disclosure of that information. Notwithstanding an issuer’s responsibilities pursuant to Regulation FD, the Firm and its personnel should make an independent evaluation of all information received from issuers and their insiders to determine whether the information is material and nonpublic.

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9. Use of Expert Networks and Industry Consultants

The Firm does not use expert networks and consultants. In the event the Firm engages expert networks, matching services or other industry consultants who are compensated by the Firm for providing research, analysis or other data, each consultant relationship will be discussed with the Chief Compliance Officer. After performing due diligence, the Chief Compliance Officer will determine the extent to which restrictions need to be placed on the Firm’s relationship with such consultants and certain representations and acknowledgements need to be provided by such consultants.

10. Penalties for Insider Trading

Penalties for trading on or communicating, material, nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation.

Civil penalties include:

●	civil injunctions;
●	treble damages;
●	disgorgement of profits;
●	fines for the person who committed the violation of up to three times the profit gain or loss avoided, whether or not the person actually benefited;
●	fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained (or loss avoided), if the employer either fails to maintain compliance procedures or fails to take appropriate steps to prevent the likely commission of acts constituting a violation; and
●	prohibition (which may be permanent) from any business or venture which relates directly or indirectly to securities, including investment management.
●	Criminal penalties include:
●	up to 20 years in prison and/or fines of up to $5 million for each violation for individuals; and
●	fines of up to $25 million for corporate entities.

Firm Procedures to Prevent Insider Trading

Following an assessment by the Chief Compliance Officer and the Chief Investment Officer of the circumstances that may lead to potential insider trading liability for the Firm or its Employees, the Firm has implemented the following policies and procedures to prevent the Firm and its Employees from potential involvement in insider trading. Every Employee must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. Any questions on these procedures should be directed to the Chief Compliance Officer.

Steps to Take if in Possession of Potential Material Nonpublic Information:

●	If an Employee believes that information in his or her possession is material and nonpublic, or if an Employee has questions as to whether the information is material and nonpublic, the Employee should take the following steps.
●	Report the matter immediately to the Chief Compliance Officer.
●	Do not purchase or sell the security (including derivatives, swaps or other types of financial instruments relating to the security) on behalf of the Employee or others, including client accounts.
●	Do not communicate the information inside or outside the Firm (including to existing or prospective clients), other than to the Chief Compliance Officer. After the Chief Compliance Officer has reviewed the issue and consulted with counsel (as appropriate), the Employee will be instructed to continue the prohibitions against trading and communication, or the Employee will be allowed to trade and communicate the information.

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Sensitive List Securities

The Firm’s investment staff maintains a Sensitive List comprised of issuers discussed at meetings and conferences attended by the Firm’s investment professionals including internal investment team meetings, meetings with industry peers (e.g., one on one broker meetings) and meetings with management of public companies. Compliance Department may participate in the calls of investment professionals where such issuers are discussed and may also debrief the investment professionals after such meetings or conferences to ensure that they received no Material Nonpublic Information. In reviewing personal trading pre-approval requests, the Compliance Department will review the request against the Sensitive List to identify potential conflicts. The inclusion of a security on the Sensitive List may result in the denial of the pre-approval request.

Value Added Investors

The Firm’s individual advisory clients and commingled fund investors may be executive officers or board members of publicly-traded companies or financial services companies such as hedge funds or private equity firms (collectively, “Value Added Investors”). The Firm’s clients are required to disclose in its investment management agreement or commingled fund subscription document whether it is a Value Added Investor, and if so, the companies associated with the investor. The Compliance Department will maintain a list of any companies associated with Value Added Investors. In order to prevent potential trading conflicts or trading on material non-public information, a restriction is placed in the Firm’s order management system on trading in securities of such companies associated with Value Added Investors. As a result, the Firm’s investment team cannot trade client accounts in such securities without prior approval from the Compliance Department. In reviewing personal trading pre-approval requests, the Compliance Department will check the request against the Value Added Investor Companies list to identify potential conflicts. The inclusion of a security on the list may result in the denial of the pre-approval request.

Restricting Access to Material, Nonpublic Information

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within or outside the Firm, except as other provided in sub-section 1 above. In addition, care should be taken so that such information is secure. The Firm should consider taking appropriate measures to prevent the flow of such material, nonpublic information from personnel of the Firm to others within the Firm’s organization to the extent possible. Such measures may include:

●	Sealing files containing material, nonpublic information;
●	Physically isolating from other personnel of the Firm the person or persons who have or who may be in receipt of material, nonpublic information; and
●	Restricting access to computer files containing material, nonpublic information. For clarification, such steps may not be sufficient and trading in a particular company may need to be restricted. If a confidentiality agreement has been executed with respect to material, nonpublic information, then the Firm should ensure that the terms of such confidentiality agreement are followed.
●	The Firm's fiduciary duty obligates it to seek investment opportunities that are consistent with its clients' investment objectives; however, the Firm is aware that the sharing of investment ideas with parties outside the Firm presents certain regulatory risks. Online investment communities, such as Value Investors Club and SumZero ("Idea-Sharing Websites"), allow members to share their investment ideas with other market participants. Members are generally required to submit a certain number of ideas in order to view investment ideas posted by others. Some Idea-Sharing Websites also provide a messaging feature that allows members to communicate with each other. Employees are strictly prohibited from sharing or seeking material non-public information through an Idea-Sharing Website or similar services. To prevent the dissemination of problematic content, Employees must receive consent from the Chief Compliance Officer or the Chief Investment Officer prior to submitting investment ideas to an Idea-Sharing Website. Such consent will only be granted following the Chief Compliance Officer’s or the Chief Investment Officer's determination that the investment idea (1) is not based on material nonpublic information, and (2) would not be appropriate for client accounts, or was offered to, and rejected by, the Firm's clients or their account portfolio managers. Furthermore, Employees who use investment ideas submitted by other Idea-Sharing Website members to offer investment advice to the Firm's clients must retain copies of such materials in their research files.

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Personal Securities Trading

The Firm’s Code of Ethics generally prohibits the trading by Access Persons of Covered Securities (as defined in the Code of Ethics). A personal securities transaction that would be permissible under the Code of Ethics is nevertheless still subject to restrictions in the law and in this Policy with respect to insider trading.

Training

As part of the Firm’s compliance training program, employees will be required to attend training sessions on the Firm’s compliance program and relevant compliance topics, including insider trading.

Record Keeping

The Firm shall maintain records relating to this policy, including a written report detailing any matter reported to the Chief Compliance Officer in accordance with this policy, and the resolution thereof, attendance of and material related to any training sessions and amendments thereto.

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EX-99.p.15

CODE OF ETHICS AND CONDUCT

 

 

 

T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

 

 

 

 

Effective March 1, 2021

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CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

TABLE OF CONTENTS

GENERAL POLICY STATEMENT	1-1
Purpose of Code of Ethics and Conduct	1-1
Persons and Entities Subject to the Code	1-2
Definition of Supervised Persons	1-2
Status as a Fiduciary	1-2
Adviser Act Requirements for Supervised Persons	1-3
NASDAQ Requirements	1-3
What the Code Does Not Cover	1-3
Sarbanes-Oxley Codes	1-4
Compliance Procedures for Funds and Federal Advisers	1-4
Compliance with the Code	1-4
Questions Regarding the Code	1-4
STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL	2-1
Allocation of Brokerage Policy	2-1
Annual Compliance Certification	2-1
Anti-Bribery Laws and Prohibitions Against Illegal Payments	2-1
Antitrust	2-2,7-1
Anti-Money Laundering	2-2
Appropriate Conduct	2-2
Charitable Contributions	2-2
Conflicts of Interest	2-4
Relationships with Profitmaking Enterprises	2-4
Service with Nonprofitmaking Organizations	2-5
Relationships with Financial Service Firms	2-5
Relationships with a Bank	2-6
Existing Relationships with Potential Vendors	2-6

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Investment in Client/Vendor Company Stock	2-6
Confidentiality	2-7
Expense Payments and Reimbursements	2-7
Financial Reporting	2-8
Gifts and Business Entertainment	2-8
Human Resources	2-8
Equal Opportunity	2-8
Drug and Alcohol Policy	2-8
Policy Against Harassment and Discrimination	2-8
Health and Safety in the Workplace	2-9
Use of Employee Likenesses and Information	2-9
Employment of Former Government and Self-Regulatory Organization Employees	2-9
Inside Information	2-9,4-1
Investment Clubs	2-10
Marketing and Sales Activities	2-10
Outside Business Activities	2-10
Past and Current Litigation and Inquiries from Regulators or Governmental Organizations	2-10
Political Activities and Contributions	2-10
Lobbying	2-12
Professional Designations	2-12
Protection of Corporate Assets	2-12
Quality of Services	2-13
Record Retention and Destruction	2-13
Referral Fees	2-13
Release of Information to the Press	2-14
Responsibility to Report Violations	2-14
General Obligation	2-14
Global Whistleblower Procedures	2-14
Sarbanes-Oxley Whistleblower Procedures	2-14
Sarbanes-Oxley Attorney Reporting Requirements	2-15
Circulation of Rumors	2-15
Service as Trustee, Executor or Personal Representative	2-15

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Speaking Engagements and Publications		2-15
Social Media		2-16
Systems Security		2-16,6-1
STATEMENT OF POLICY ON GIFTS AND BUSINESS ENTERTAINMENT		3-1
STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION		4-1
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS		5-1
STATEMENT OF POLICY ON SYSTEMS SECURITY AND RELATED ISSUES		6-1
STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS		7-1
STATEMENT OF POLICY ON PRIVACY		8-1

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CODE OF ETHICS AND CONDUCT
OF
T. ROWE PRICE GROUP, INC.
AND ITS AFFILIATES

GENERAL POLICY STATEMENT

Purpose of Code of Ethics and Conduct. As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to always act in their best interests. Over the course of our Company’s history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity. This has been possible by conducting our business on a set of shared values and principles of trust.

In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. (“T. Rowe Price,” “TRP”, “Price Group” or “Group”) has adopted this Code of Ethics and Conduct (“Code”). Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt. As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions. All associates are expected to comply with all laws and regulations applicable to T. Rowe Price business. Our Code contains 31 separate Standards of Conduct as well as the following six separate Statements of Policy:

	1.	Statement of Policy on Gifts and Business Entertainment
	2.	Statement of Policy on Material, Inside (Non-Public) Information
	3.	Statement of Policy on Securities Transactions
	4.	Statement of Policy on Systems Security and Related Issues
	5.	Statement of Policy on Compliance with Antitrust Laws
	6.	Statement of Policy on Privacy

A copy of this Code will be retained by the Legal Department for five years from the date it is last in effect. While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face. The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties. Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

Each new employee will be provided with the current Code and must acknowledge their understanding of the Code. All employees have access to the current Code on the intranet. Each employee will be required to provide Price Group with an acknowledgement of their understanding of the current Code on at least an annual basis. All acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the “Advisers Act”).

Please read the Code carefully and observe and adhere to its guidance.

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Persons and Entities Subject to the Code. Unless otherwise determined by the Chairperson of the Ethics Committee, the following entities and individuals are subject to the Code:

●	Price Group
●	The subsidiaries and affiliates of Price Group
●	The officers, directors and employees of Price Group and its affiliates and subsidiaries

Unless the context otherwise requires, the terms “T. Rowe Price”, “Price Group” and “Group” refer to Price Group and all its affiliates and subsidiaries.

In addition, the following persons are subject to the Code:

1.	Any contingent worker (independent or agency-provided contract worker) whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and
2.	Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information (via systems access or otherwise) and situations that would create conflicts on matters covered in the Code.

The independent directors of Price Group, T. Rowe Price Mutual Funds (“Price Funds”), and the T. Rowe Price Exchange-Traded Funds (“Price ETFs”) are subject to the principles of the Code generally and to specific provisions of the Code as noted. “Price ETFs” includes the T. Rowe Price semi-transparent actively-managed ETFs (“STA ETFs”) that operate pursuant to SEC exemptive relief dated December 2019 (the “STA ETF Exemptive Relief”) unless expressly noted otherwise.

Definition of Supervised Persons. Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Adviser’s supervision and control are “Supervised Persons”.

Status as a Fiduciary. Several of Price Group’s subsidiaries are investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”). These include T. Rowe Price Associates, Inc. (“TRPA”), T. Rowe Price International Ltd (“TRPIL”), T. Rowe Price Advisory Services, Inc. (“TRPAS”), T. Rowe Price (Canada), Inc. (“TRP Canada”), T. Rowe Price Singapore Private Ltd. (“TRPSING”), T. Rowe Price Japan, Inc. (“TRPJ”), T. Rowe Price Australia Limited (“TRPAU”), and T. Rowe Price Hong Kong Limited (“TRPHK”).

TRPIL is also authorized and regulated by the UK Financial Conduct Authority (“FCA”). TRPIL is also subject to regulation by the Dubai Financial Services Authority (in respect of its DFIC Representative Office).

TRPHK is also authorized and regulated by the Securities and Futures Commission (“SFC”) of Hong Kong.

TRPSING is also authorized and regulated by the Monetary Authority of Singapore (“MAS”).

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TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec), and the Alberta Securities Commission.

TRPJ is licensed by the Japan Financial Services Authority (“FSA”).

TRPAU also holds an Australian Financial Services License issued by the Australian Securities & Investments Commission (“ASIC”).

All advisers affiliated with Price Group will be referred to collectively as the “Price Advisers” unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients’ investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

Adviser Act Requirements for Supervised Persons. The Advisers Act requires investment advisers to adopt Codes that:

●	Establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;
●	Require Supervised Persons to comply with all applicable laws;
●	Require Supervised Persons to report violations of the Code promptly to the adviser’s Chief Compliance Officer; and
●	Require the adviser to provide each Supervised Person with a copy of the Code and any amendments and requiring Supervised Persons to provide the adviser with an acknowledgement of receipt of the Code and any amendments.

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

NASDAQ Requirements. Nasdaq Stock Market, Inc. (“NASDAQ”) rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this NASDAQ requirement. A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Price Group’s Board of Directors and reported as required by the pertinent NASDAQ rule.

Additional Regulatory Requirements Beyond the Code. The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. (“Investment Services”) is regulated by the Financial Industry Regulatory Authority (“FINRA”) and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPIL, TRP Canada, and other TRP entities are subject to several non-U.S. regulatory authorities.

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Sarbanes-Oxley Codes. The principal Executive and Senior Financial Officers of Price Group, Price Funds, and the Price ETFs are also subject to codes (collectively the “S-O Codes”) adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). These S-O Codes, which are available along with this Code on the firm’s intranet site, are supplementary to this Code, but administered separately from it and each other.

Compliance Procedures for Funds and Federal Advisers. Under rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the fund’s advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

Compliance with the Code. Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be subject to disciplinary action, up to and including termination, for refusing to cooperate with an internal or external investigation. An employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code.

Questions regarding the Code should be referred to [email protected]

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STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

Allocation of Brokerage Policy. The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part 2A of Form ADV of each of the Price Advisers. The Form ADV is each Price Adviser’s registration statement filed with the SEC. It is imperative that all employees, especially those who are in a position to make recommendations regarding brokerage allocation or who are authorized to select brokers that will execute securities transactions on behalf of our clients, read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers’ allocation policies for client brokerage should be addressed to the respective Equity Best Execution or Fixed Income Best Execution Committee.

Annual Compliance Certification. Annually each person subject to the Code is required to complete an Annual Compliance Certification (“ACC”) regarding his or her compliance with various provisions of the Code. Associates must notify Code Compliance (via the Code of Ethics mailbox) should any responses to these questions change during the subsequent calendar year. Each Access Person (defined on page 5-3), except the independent directors of the Price Funds and Price ETFs, must file an Initial Holdings Report as well as complete the ACC which will include a reporting and certification of securities accounts and holdings.

Anti-Bribery Laws and Prohibitions Against Illegal Payments. State, U.S., and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment. The U.S. Foreign Corrupt Practices Act (“FCPA”) makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage. The term “government official” is broadly defined to include any officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality thereof, or for or on behalf of any such public international organization, and any political party, party official or candidate for public office.

Additionally, the UK Bribery Act 2010 (“Bribery Act”) contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties. Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.

Under these Anti-bribery laws, actions constituting a bribe or illegal payment are interpreted broadly and could include excessive, repeated or lavish entertainment and/or gifts. Associates must adhere to the guidelines of gift and business entertainment policy and procedures and, if required by the applicable procedure, indicate in the reporting process whether a recipient of a gift or business entertainment is a government official.

If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department. Also, an anonymous Hotline (888-651-6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.

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Antitrust. The U.S. antitrust laws are designed to ensure fair competition and preserve the free enterprise system. Other jurisdictions have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees’ understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws (page 7-1).

Anti-Money Laundering. T. Rowe Price has a legal and fiduciary duty to help guard against accounts under management from being used for fraudulent activities, money laundering, or the financing of terrorist activities. T. Rowe Price will not knowingly engage in any activity that facilitates money laundering or the funding of terrorist or criminal activities. The firm has developed procedures to help detect and prevent such activity from occurring and will comply with all laws and regulations to which T. Rowe Price is subject including those rules and regulations requiring the reporting of suspicious activity. It is each associate’s responsibility to protect the firm from exploitation by money launderers. Refer to the Global Financial Crimes Prevention web-based training in myLearning for more information on money laundering and the relevant laws and regulations.

Appropriate Conduct. Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office, and at company-sponsored events. Inappropriate behavior reflects poorly on the associate and may impact T. Rowe Price. Managers should be especially mindful that they should set the standard for appropriate behavior.

Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before making or requesting charitable contributions to or from a client, prospect, vendor, or other business contact. Under certain Anti-bribery laws, regulators may consider charitable contributions to be improper payments, even when the person who has requested that the contribution be made receives no direct monetary benefit. Accordingly, when making charitable contributions in response to requests from business contacts, associates must be mindful of how Anti-bribery laws could be implicated. In no case should charitable contributions be made on a quid pro quo basis.

Supervision of Charitable Contribution Requests. Managers and Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contact and our requests to clients, vendors, and other business contacts for charitable contributions comply with these guidelines as well as respective departmental policies. Charitable contributions should be considered as separate and distinct from marketing and advertising expenditures. If you have any questions about a proposed charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions. On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation. In those instances where the T. Rowe Price Foundation does not make the contribution, the decision about the charitable contribution is made by the T. Rowe Price entity, subject to the following conditions:

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●	The amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;
●	There is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;
●	If the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Control’s Specially Designated Nationals List;
●	The contribution should be made payable directly to the charity; and
●	Associates of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.

In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval.

Some broker-dealer’s sponsor days, often referred to as “miracle” days, where they pledge that proceeds received on that day will be donated to a specific charity. Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker-dealer in support of such an event at either a client’s or the broker-dealer’s request. The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a “miracle” day or similar time and thus benefit a charity.

Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions. On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution. If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics or FINRA issues arise. For example, a plan fiduciary might mention that her husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research. The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.

However, personal charitable contributions made in the name of and for the benefit of a business contact should be treated as “gifts” to the business contact. For example, if the business contact raises a certain amount of money, he or she gets a tangible award or opportunity like the chance to participate in a marathon. For business contacts related to T. Rowe Price fund business or other broker-dealer related business, contributions of the latter type are subject to FINRA’s $100 limit. For other business activities not regulated by FINRA, contributions in excess of $100 must be prior approved by the Chairperson of the Ethics Committee.

Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before requesting a client, vendor, business contact or an employee of such an entity to make a charitable contribution. In no case should such a request be made on a quid pro quo basis. If you have any questions about requesting a charitable contribution you should contact the Chairperson of the Ethics Committee before proceeding.

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NASDAQ Listing Rules. Under the NASDAQ listing rules, specific restrictions may apply to contributions to a charitable organization for which an independent director of T. Rowe Price Group, Inc. serves as an officer. Specifically, contributions to such organizations during a fiscal year may not exceed the higher of five percent of the organizations revenues or $200,000. Contributions in excess of these thresholds may invalidate a director’s “independent” classification.

Conflicts of Interest. All employees must avoid placing themselves in a “compromising position” where their interests may be in conflict with those of Price Group or its clients. In addition, employees are legally required to perform their job duties in the best interests of the firm; referred to as a duty of loyalty. This means that employees cannot enrich themselves at the expense of T. Rowe Price, actively compete with the firm, divert business to a competitor, and must always seek to protect the assets of the T. Rowe Price.

Relationships with Profitmaking Enterprises. Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

General Prohibitions. Employees are generally prohibited from serving as officers or directors of any issuer (company) that is approved or likely to be approved for purchase in our firm’s client accounts. In addition, an employee may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker-dealer, investment adviser or insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer (“CCO”) of the broker-dealer. An employee also may not become independently registered as an investment adviser.

Approval Process. Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self-employment, must be approved in writing by the employee’s supervisor. If the employee is a registered representative of T. Rowe Price Investment Services, he or she must provide the Legal Registration Group with prior written notice. Any reported outside business activity of a registered representative is reviewed by Investment Services’ CCO, or designee, in order to determine if disclosure to FINRA is required.

Review by Ethics Committee. If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interest of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise, employment by another firm in the securities industry, or self-employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final.

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Approved Service as Director or Similar Position. Certain employees may serve as directors or as members of creditor committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

Service with Nonprofitmaking Organizations. Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

Approval Process. The approval process for service with a non-profitmaking organization varies depending upon the activity undertaken.

By Supervisor. An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee, or member of the Board of Directors of any nonprofit organization.

By Ethics Committee Chairperson. If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker-dealer before accepting the position.

Although individuals serving as officers, Board members or trustees for nonprofitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations (e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

Relationships with Financial Services Firms. In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker-dealers, investment advisers or other companies engaged in the mutual fund industry. All such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

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If any member of employee’s immediate family is employed by or has a partnership interest in a broker-dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.

An ownership interest of 0.5% or more in any entity, including a broker-dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Team.

Relationships with a Bank. In order to avoid any regulatory conflicts of interests associated with an outside business activity associated with a bank, employees are required to obtain prior written approval before engaging in any outside business activity with a bank.

Approval Process. Any outside business activity with a bank, such as a second job, must be approved in writing by the employee’s supervisor and by the Chairperson of the Ethics Committee, or his designee.

Existing Relationships with Potential Vendors. If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any ongoing personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.

Investment in Client/Vendor Company Stock. In some instances, existing or prospective clients (e.g., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or Price ETF or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to T. Rowe Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:

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Employees are prohibited from providing any internal information (e.g., internal ratings or plans for future Price Fund, Price ETF, or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department, and

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Investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with T. Rowe Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non-Public) Information.

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Conflicts in Connection with Proxy Voting. If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund, Price ETF, or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm’s proxy voting policies.

Confidentiality. The exercise of confidentiality extends to the all areas of our operations, including internal operating procedures and planning; current, prospective and former clients; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while associates and others are with the firm, but also after a person leaves the firm. Following are examples of the type of confidential information with which associates may come into contact:

●	Internal operating procedures and planning, including methods of operation and portfolio management, corporate financial information, and future initiatives the firm is considering.
●	Client information, including the identity of current, prospective, or former clients of any type (e.g., mutual fund shareholder, separate account client, etc.), agents of clients, and related data concerning clients (e.g., government-issued numbers, account numbers, addresses, investments, etc.).
●	Confidential information of third parties with whom we deal, such as the business operations of a vendor we use.
●	Investment research, including what securities we are considering for purchase or sale on behalf of our commingled investment vehicles or clients.
●	Information about our associates and contractors, such as name, government-issued numbers, health conditions, and financial or performance information.
●	Portfolio holdings for a commingled investment vehicle or separate account. (See “T. Rowe Price Mutual Funds and Exchange-Traded Funds Information Release Policy”)

In addition to laws that can apply to the collection and use of such information, Price Group also may be subject to contractual commitments. It is important to remember that your role is to use confidential information of others, such as information of clients or other associates, only as needed to perform your job; to handle such information in a secure manner; to not use or share such data for your own or other non-business purposes; and to promptly report any potential issues about the security, availability, or integrity of such information to the Help Desk.

Expense Payments and Reimbursements. As a general rule, T. Rowe Price will not pay or reimburse expenses, such as travel, accommodation and meals, to a business contact and will not accept payment or reimbursement from a business contact for those types of expenses. Exceptions may only be granted with approval of the employee’s supervisor and Division Head and the Chairperson of the Ethics Committee. Business units may adopt policies and procedures that permit T. Rowe Price to pay or reimburse expenses incurred by business contacts for attendance at certain T. Rowe Price sponsored events. Such policies and procedures must contain provisions that describe the circumstances in which such payments are allowed and the controls and conditions that will apply. Additionally, the policies and procedures must be approved by the Division Head and the Chairperson of the Ethics Committee. This general rule does not apply to “business entertainment” which is covered in the Statement of Policy on Gifts and Business Entertainment.

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Financial Reporting. Price Group’s records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made, and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. Price ETFs, as publicly traded companies, must comply with these requirements related to complaints. The Price Funds voluntarily comply with these requirements. As such, the Audit Committee of the Price ETFs and Price Funds has adopted policies and procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints for ETFs and Price Funds. Refer to Responsibility to Report Violations on page 2-14.

Gifts and Business Entertainment. The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in the Code in the Statement of Policy on Gifts and Business Entertainment (page 3-1).

Human Resources. Associates should refer to the appropriate Associate Handbook for more information on the policies referenced in this section as well as other Human Resources policies.

Equal Opportunity. Price Group is committed to the principles of equal employment opportunity (“EEO”) and the maximum optimization of our associates’ abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, sex, gender, age, physical and mental disability, marital status, sexual orientation, gender identity or expression, citizenship status, military and veteran status, pregnancy, or any other classification protected by federal, state or local laws.

This commitment to EEO covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits. All associates of T. Rowe Price are expected to comply with the spirit and intent of our EEO Policy. If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group associates and customers and restrict the firm’s ability to carry out its mission. Associates must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

Policy Against Harassment and Discrimination. Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity.

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Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination including harassment.

Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, religion, creed, color, national origin, sex, gender, age, disability, marital status, sexual orientation, gender identity or expression, citizenship status, veteran status, pregnancy discrimination, or any other classification protected by country, federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips. If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

Health and Safety in the Workplace. Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them perform their jobs effectively.

Use of Employee Likenesses and Information. Price Group is permitted to use employees' names, biographical information, images, job descriptions, and other relevant business data for purposes of complying with legal requirements and/or as part of its legitimate interests in managing its business, including any T. Rowe Price sponsored community or charitable event. Price Group will seek an employee's explicit consent for a proposed use of the employee's likeness or other information when required to do so under applicable law.

Employment of Former Government and Self-Regulatory Organization Employees. U.S. laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the U.S. or internationally, guidance must be obtained from the Legal Department.

Inside Information. The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., UK, and other international, state and other governmental laws and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information.

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Investment Clubs. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or their designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control (defined on page 5-4) through investment clubs are subject to the firm’s Statement of Policy on Securities Transactions. Approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions. Non-Access Persons (defined on page 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

Marketing and Sales Activities. All written and oral sales and marketing materials and presentations must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards (“GIPS”), FCA, and other applicable international requirements. All such materials (whether for the Price Funds, Price ETFs, other commingled investment vehicles, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department’s Global Communications Compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

Outside Business Activities. Please refer to Conflicts of Interest (page 2-4).

Past and Current Litigation and Inquiries from Regulators or Governmental Organizations. As a condition of employment, each new employee is required to provide information regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained to respond to questions asked on governmental, regulatory, and self-regulatory registration forms and for insurance and bonding purposes.

Each employee is responsible for keeping responses pertaining to past and current civil (including arbitrations) and criminal actions and certain regulatory matters updated (notify Code Compliance). An employee should notify Human Resources and either the Legal Department or the International Compliance Team promptly if he or she:

●	Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a U.S. (federal, state, or local), foreign or military court,
●	Becomes the subject of a Regulatory Action, which includes any action initiated by a securities regulator (e.g. Securities and Exchange Commission (U.S.), Financial Conduct Authority (UK), Securities and Futures Commission of Hong Kong, etc.), or
●	Receives an inquiry from any regulator or governmental authority.

Political Activities and Contributions. Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the “Pay-To-Play” rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executive or employees, to state and local government officials in the U.S. may be perceived to improperly influence the award of government investment business. Generally, the rule prohibits an investment adviser from providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The rule affects T. Rowe Price and its employees because government entities use the firm’s advisory services and also invest in T. Rowe Price mutual funds.

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The firm has adopted a “Statement of Policy Regarding Political Contributions” (“Political Contributions Policy” or “Policy”) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price employees globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political party, Political Action Committee (“PAC”), political organization, or bond ballot campaign in the U.S. Note that employees must separately ensure that they are eligible by applicable law to make the contribution at issue; for example, U.S. law generally permits only U.S. citizens and "green card" holders to contribute to federal, state, and local elections. Employees are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC, political organization, or bond ballot campaign in the U.S. Additionally, employees are prohibited from doing anything indirectly that, if done directly, would violate this Policy. Any questions about the Political Contributions Policy should be directed to the “Political Contribution Requests” mailbox.

In addition to the requirements imposed by the SEC rule, all U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis. Certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the U.S. Municipal Securities Rulemaking Board (“MSRB”). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.

U.S. law prohibits corporate contributions to campaign elections for federal office (e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to state and local elections.

No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees. Additionally, the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

T. Rowe Price does not have a PAC. However, T. Rowe Price has granted permission to the Investment Company Institute’s PAC (“ICI PAC”), which serves the interests of the Investment company industry, to solicit T. Rowe Price’s senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.

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As noted above, the SEC rule prohibits most solicitation activities. To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Price’s policies regarding solicitation. These include the following:

●	It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.
●	It must be clear that any contribution is entirely voluntary.
●	T. Rowe Price’s stationery and email system may not be used.

An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.

Lobbying. It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state’s lobbying laws. For example, in Maryland, if $2,500 of a person’s compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means (e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state’s officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

Professional Designations. It is the supervisor’s responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use, is a valid designation issued by a reputable credentialing organization. In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation; it is relevant to his or her job and is authorized to use it. It is the responsibility of the associate to comply with the professional standards and reporting obligations of the organization that administers and authorizes the use of the professional designation. Any questions should be directed to the Legal Department.

Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Group’s assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary research or marketing information, corporate trademarks and service marks, copyrights, client relationships, and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm’s interests.

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Quality of Services. It is a continuing policy of Price Group to provide investment products and services that meet applicable laws, regulations and industry standards, are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected, and are properly advertised and sold in accordance with all applicable SEC, FCA, FINRA, and other international, state and self-regulatory rules and regulations.

The quality of Price Group’s investment products and services and operations affects our reputation, productivity, profitability, and market position. Price Group’s goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

Record Retention and Destruction. Under various U.S., UK, other international, state, and other governmental laws and regulations, certain of Price Group’s subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. Different requirements can apply depending on the type of records, for example client-related records as opposed to HR-related records or general business records. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team.

You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

Generally, there can be legal prohibitions from destroying any existing records that may be relevant to any current, pending or threatened litigation, or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports, or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

All personnel are responsible for adhering to the firm’s record maintenance, retention, and destruction policies.

Referral Fees. U.S. securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to T. Rowe Price (e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). The FCA also prohibits the offering of any inducement likely to conflict with the duties of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

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Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group’s corporate affairs, mutual funds, Price ETFs, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Corporate Communications/Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund’s investment strategy or market outlook may use their own discretion but are advised to check with the appropriate Corporate Communications/Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Please refer to the Global Media Engagement Guidelines located on the Exchange for additional information.

Responsibility to Report Violations. The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

General Obligation. If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser (“Chief Compliance Officer”) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. Officers and employees may also contact any governmental and/or regulatory authority (e.g. SEC and FINRA in the U.S., FCA in the UK, SFC in Hong Kong, etc.).

Global Whistleblower Procedures. Price Group has adopted procedures for associates to report potential or actual violations of laws and regulations in each of the jurisdictions in which it operates. The procedures outline steps associates can take to report matters internally to the Legal Department, or on an anonymous basis through the Whistleblower Hotline, or externally to a regulatory authority. The procedures are located in the firm’s policy and procedures repository.

It is Price Group’s policy that no adverse action will be taken against any person as a result of that person becoming aware of a violation of the Code and reporting the violation in good faith.

Sarbanes-Oxley Whistleblower Procedures for Price Group. Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures (“Procedures”) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc., The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

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Sarbanes-Oxley Whistleblower Procedures for Price ETFs and Price Funds. Pursuant to NYSE Arca Rule and the Sarbanes-Oxley Act, the Audit Committee of Price ETFs and Price Funds has adopted procedures regarding the receipt, retention and treatment of complaints received by Price ETFs and Price Funds regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price ETFs or Price Funds of concerns regarding questionable accounting or auditing matters. See “Policy on Complaints Related to ETFs and Mutual Fund Accounting Matters”. All employees should familiarize themselves with these Procedures, which are posted in the firm’s policies and procedures repository.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Compliance Officer of the Price Funds and Price ETFs. The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds or Price ETFs are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firm’s policies and procedures repository.

Circulation of Rumors. Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security. You must promptly report to the Legal Department any circumstance which would reasonably lead you to believe that such a rumor might have been originated or circulated.

Service as Trustee, Executor or Personal Representative. You may serve as the trustee, co-trustee, executor or personal representative (collectively; “position of trust”) for the estate of or a trust created by close family members. You may also serve in a position of trust for estates or trusts created by non-family members subject to approval by the Ethics Committee. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, the associate must first be granted permission by the Ethics Committee. If you serve in any of these capacities, securities transactions affected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all associates) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. If you presently serve in any of these capacities for non-family members, you should report the relationship in writing to the Ethics Committee.

Speaking Engagements and Publications. Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm as it enhances our public relations. You should obtain approval from your supervisor and Division Head before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and Division Head, provided the course is in compliance with the Guidelines found in T. Rowe Price Investment Services’ Compliance Manual. Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and Division Head.

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Social Media. As T. Rowe Price associates, anything we say or do in our personal communications, including on social media, can reflect on T. Rowe Price’s brand and reputation. We should be aware of this when making personal posts and remember that nothing we say in the social media space is totally private and, in fact, may be available indefinitely.

While T. Rowe Price does not discourage associates from using social media to maintain personal connections, it is important to understand what is acceptable and prohibited when using social media. The T. Rowe Price Policy for Associate Use of Social Media, available on the Exchange, sets forth the permissible use of social media, whether for personal or business use, by T. Rowe Price associates. Examples of permissible and impermissible actions include:

●	Do not discuss work or specific projects or products on any social network account;
●	Do not post any information about T. Rowe Price products, services, competitors, business contacts, or other associates without prior authorization and training;
●	Do not respond to questions or comments about T, Rowe Price products or services without prior authorization and training;
●	Do not comment on any individual posts;
●	Associates can share any T. Rowe Price job vacancy listed on the T. Rowe Price Careers site or LinkedIn Jobs page on the network of their choice;
●	Associates can “like” or “follow” T. Rowe Price social media pages; and
●	Associates can only “like” and share individuals posts that have been identified as approved for associate interaction.

The policy applies whether or not associates are on company premises and whether or not associates are using a T. Rowe Price system, T. Rowe Price-issued device, or personal device. The policy is designed to provide associates with clear direction when using social media to ensure the firm’s compliance with applicable regulations when engaging in social media channels, and to protect our associates, our clients, and the company.

Systems Security. Computer systems and programs play a central role in Price Group’s operations. To establish appropriate systems security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy on Systems Security and Related Issues (page 6-1).

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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
GIFTS AND BUSINESS ENTERTAINMENT

T. Rowe Price adopted this policy to govern the receipt and giving of gifts and business entertainment by all employees of T. Rowe Price globally (“Associates”). The giving and receiving of gifts and business entertainment must be carefully considered by Associates to avoid even the appearance of conflicts of interest.

Associates are encouraged to ask for guidance about how to apply this policy in advance of giving or receiving a gift or business entertainment. Questions can be directed to your manager or to the Legal Department.

The Code and laws in numerous jurisdictions regulate gifts and entertainment to ensure that such practices do not constitute the direct or indirect provision or receipt of bribes, kickbacks, quid pro quos, or other corrupt practices. Please refer to the “Foreign Corrupt Practices Act and Other Illegal Payments” section of the Code and the firm’s “Compliance Policy and Program Statement Relating to Anti-Bribery Laws and Prohibitions Against Illegal Payments.”

Specific controls are applicable to ERISA plans and certain other regulatory regimes – see “Jurisdictions and Specific Requirements” section.

Gifts

The term “gift” has a broad meaning, including merchandise, gratuities and the use of property or facilities for weekends, vacations, and trips, including transportation and lodging costs, but does not include items of nominal value (defined later in this policy).

General rules for all Associates:

●	You may not give gifts in excess of US$100 (aggregate annual limit per business contact). You may not receive gifts in excess of US$100 (aggregate annual limit per organization). Please note that gifts given to a business contact’s family member (e.g., spouse or children) will count towards the US$100 annual gift limit for that business contact.
●	You may not accept gifts from broker-dealers.
●	You may not give gifts to or receive gifts from a vendor, client, prospect, or a lead manager of a consultant who has active negotiations or Requests for Proposals (“RFPs”) for services or products.
●	Any gift, given or received, must be reported.
●	Gifts may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.
●	Gifts of cash or cash equivalents may not be given or received.

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Items of Nominal Value
Other than as noted in the Jurisdictions and Specific Requirements section of this policy, the term “gift” as described in this policy does not include an item of nominal value. Items with a value of US$50 or less are regarded as nominal items. For example, items such as pens, notepads, modest desk ornaments, or items that display the giving firm’s logo, which are typically given out at conferences or elsewhere, would generally fall within this exclusion. If an item is to be given in connection with the broker-dealer’s business, its value must not exceed US$50 and the item must have the TRP corporate logo permanently affixed to be exempt from the definition of “gift.”

Personal Gift Exclusion
A personal gift given or received in recognition of a “life event” such as a baby or wedding gift, does not fall within this policy provided the gift is not “in relation to the business of the employer of the recipient.” There should be a pre-existing personal or family relationship between the giver and the recipient. The giver, not the firm, should pay for the gift. In addition, if an Associate is giving a gift in recognition of a life event, the giver must obtain prior approval from his/her supervisor, Business Unit Head if different, and the Chairperson of the Ethics Committee. If these conditions are met, the recordkeeping requirements and the US$100 limit do not apply.

Gifts Received by Attendees at an Event
Any gift or gifts received by Associates at an event (e.g., industry conference, vendor user conference, investor relations event, etc.), other than nominal gifts (see above), must be reported and the total value cannot exceed the US$100 gift limit. If an event provides a gift or gifts with a value greater than US$100, Associates may decline to accept the gift, donate it to charity or, with the approval of the Chairperson of the Ethics Committee, present the gift to the Associate’s Business Unit for a random draw of an identified group of associates of an appropriate size.

Group Gifts
When a group gift valued at up to US$100 (e.g., chocolate assortment) is sent by a T. Rowe Price Associate, the gift report must identify the name of at least one business contact at the receiving organization. If an Associate or a T. Rowe Price department receives a gift that is valued in excess of the US$100 limit, it can be shared amongst Associates provided no single Associate’s share of the gift exceeds the US$100 limit. Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random draw of an identified group of associates of an appropriate size or donate it to charity.

Recurring Gifts
Tickets or other gifts (including nominal value items) may not be given nor accepted from a business contact or firm on a standing, recurring, or ongoing basis. Supervisors are responsible for monitoring how frequently their Associates receive and give gifts to/from specific business contacts to avoid potential conflicts of interest.

Calculation of Value
Gifts should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of a gift is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

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Business Entertainment

Entertainment must serve a legitimate and appropriate business purpose (“Business Entertainment”). Generally, business entertainment includes meals and sporting events with business contacts (e.g., clients or vendors). Associates should be mindful that business entertainment should generally not be solicited and only accepted after an invitation from your host. Both the Associate and the business contact must be in attendance for an event to be classified as business entertainment. Business entertainment should not be so frequent or so lavish with the same business contact or client, that when viewed in its entirety, it could be viewed as a potential conflict of interest. See “Jurisdictions and Specific Requirements” for additional restrictions on Business Entertainment.

Reporting and Prior Clearance

1.	Business entertainment valued above US$100 per person must be reported.
2.	Business entertainment that exceeds US$250 per person requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).
3.	Broker-dealer provision: All meal business entertainment received from broker-dealers above US$100 per person requires prior approval by the Associate’s Manager and must be reported. All non-meal business entertainment received from broker-dealers, regardless of value, requires prior approval by the Associate’s Manager and must be reported. T. Rowe Price (or in some cases, the Associate) will pay or reimburse the broker-dealer for such reported business entertainment.
4.	Business entertainment that includes a guest (e.g., spouse or child) requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit). Keep in mind that the Associate may need to pay for the cost of the guest.
5.	Business entertainment that does not occur in the normal course of business or is an event of national prominence requires prior approval by the Associate’s Manager and either the Business Unit Head or Region/Segment Head (as determined by the Business Unit).
6.	Business entertainment may never be given or received in consideration of any business or transaction, or in connection with the purchase or sale of client securities or other investments.

Each Business Unit will implement procedures to assess and consider relevant factors when determining if approval should be granted in the circumstances requiring prior approval. For example, factors may include the purpose of the meeting, the nature of the event being conducive to conversation, the exclusivity of the event, the frequency of interaction with the business contact and whether T. Rowe Price or the Associate should be bearing some portion or all of the associated cost.

Post-Event Approval
In certain situations, an Associate may not be able to ascertain the cost of an event until after its conclusion, such as business dinners. In the event the business entertainment was expected to be within these reporting thresholds (e.g., less than US$250 per person) but unexpectedly exceeds them, the Associate must promptly report such entertainment to his/her Manager for further discussion. In these limited circumstances and after review by the Associate’s Manager, “post-event” approval by a Region/Segment Head or Business Unit Head (as determined by the Business Unit) will be considered to be in compliance with this policy.

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Transportation and Lodging
Generally, the cost of transportation and lodging expenses associated with business entertainment should be borne by the party using the transportation or lodging. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

Active RFPs/Business Transactions
Associates may not entertain key decision makers of a vendor, prospect or current client (or their lead manager consultant) with an active RFP or where material negotiations of specific business or transactions are taking place. Key decision makers are those individuals who have significant influence on the decision related to the RFP or transaction which would include an ERISA plan fiduciary representative. However, meals closely associated with substantive business meetings (i.e., plan reviews, due diligence visits, investment reviews, educational sessions) are permitted.

Large-Scale Events
The cost-per-individual at an event (e.g., industry conference, vendor user conference, investor relations event) is not counted towards US$250 prior approval threshold provided that the conference has a reasonable relationship to the duties of the attending Associate(s) and the expenses for attendance are reasonable in light of the benefits afforded to the firm by such attendance. Associates should keep in mind that if there are separate excursions or other entertainment connected with the large-scale event (e.g., golf outings, boating trips, etc.) then the reporting and prior clearance requirements will apply to these separate events.

Calculation of Value
Business entertainment should be valued at the cost paid by the giver. Associates and Managers should be mindful that if the market value of an event is materially greater than the cost, consultation with the Legal Department may be appropriate to determine if another value should be used.

Jurisdictions and Specific Requirements

In addition to the general gift and entertainment rules in this policy, certain jurisdictions or regulators may impose restrictions that are more stringent than the general provisions of this policy. Associates that work in a jurisdiction outside of their primary office jurisdiction are subject to the rules of the jurisdiction with the higher standards. The following sets forth a summary of those restrictions.

TRPIL and Its European Subsidiaries Associates: UK FCA Inducements Rules and Guidance
The FCA Conduct of Business rules requires that gifts and entertainment provided or received must not impair our ability to act in the best interests of our clients. Guidance issued by the FCA notes that business entertainment in the form of sporting events or other social events may not be considered as capable of enhancing the quality of service to clients as they may either not be conducive to business discussions or the discussions could better take place without these activities. The following additional policy requirements apply to T. Rowe Price International Ltd (“TRPIL”) and its European subsidiaries:

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Business Entertainment: All non-meal business entertainment provided or received, regardless of value, and regardless of whether it is provided by a broker-dealer or to or from other third-party business contacts, requires prior approval by the associate’s manager and must be reported. T. Rowe Price (or in some cases, the associate) will pay or reimburse the donor for such reported business entertainment.

In determining approval, the associates’ manager must consider whether the non-meal entertainment is capable of enhancing the quality of service to the client. Spectating at a sporting event or attending a concert or the theatre will not generally be considered to enhance the quality of service to the client and cannot generally therefore be accepted from or given to a third party. Participatory events such as a round of golf may be acceptable upon demonstration by the associate that the event is both conducive to business discussions and ultimately benefits our client. The approval must be clearly documented.

While the reimbursement to the business contact (by T. Rowe Price or the associate) removes the key inducement, there is possibly an intrinsic value in the invitation to an event in that it may not be available to the general public due to its popularity, the associate must be able to clearly demonstrate that the full market value is reimbursed to the business contact in order for their manager to approve.

U.S. - ERISA Covered Plans: US$250 Annual Limit
In accordance with guidance from the U.S. Department of Labor, the annual limit in this policy on gifts and business entertainment provided to an ERISA plan fiduciary representative (including plan advisers serving in a fiduciary capacity) is US$250. All gifts and business entertainment provided to a fiduciary business contact count towards this US$250 annual limit and must be prior approved by the Associate’s Manager or Region/Segment Head (as determined by the Business Unit) to help ensure the annual limit is not exceeded, except as provided below. Note that all gifts and business entertainment provided to a fiduciary business contact are subject to this policy’s reporting and prior clearance rules, even if not counted towards the US$250 annual limit.

1.	Meals provided by Associates to fiduciary business contacts at educational conferences, including T. Rowe Price hosted conferences; do not count towards the US$250 annual limit.
2.	Meals and entertainment provided at educational conferences hosted by T. Rowe Price do not count towards the US$250 annual unit. Note that fiduciary business contacts may be subject to rules pertaining to their acceptance of meals and entertainment at such events. Consult with the Compliance Manager/SME within your business unit to determine your business unit guidelines for reminding recipients of these rules.
3.	Meals provided to fiduciary business contacts and closely associated with substantive business meetings (e.g., plan reviews, due diligence visits, investment reviews, educational sessions) do not count towards the US$250 annual limit.
4.	Expenses for ordinary ground transportation such as taxi ride or courtesy shuttle that are closely associated with a substantive business meeting or an educational conference do not count towards the US$250 annual limit. Transportation expenses associated with relationship-building and other forms of entertainment would count towards the US$250 annual limit.

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5.	Items of nominal value given to fiduciary business contacts are not subject to this policy’s reporting requirements and do not count towards the US$250 annual limit. Generally, items that are less than US$10 are deemed to have nominal value. For the avoidance of doubt, any item that has a value greater than US$10, including items with a corporate logo permanently affixed, count towards the US$250 annual limit and must be reported.
6.	Meals and entertainment provided by a Business Unit Head to a fiduciary business contact for purposes of obtaining market intelligence (and not to support sales activity) do not count towards the US$250 annual limit.

Note that all gifts, business entertainment, and meals given to or attended by guests of the fiduciary business contact(s) (including in the context of an educational conference) count towards the US$250 annual limit for the fiduciary and are subject to this policy’s reporting and prior clearance rules.

Providing services or support (including some types of marketing support) to an ERISA plan fiduciary may be considered a gift. Consult with the Compliance Manager/SME within your business unit for assistance in evaluating whether such services or support would be subject to this policy.

Country and U.S. State Specific Requirements
Countries and U.S. states may adopt rules that govern the provision of gifts and business entertainment. Such rules may impose strict dollar limits or prohibitions on providing gifts and business entertainment which may be more restrictive than this policy. Additionally, these rules may impose increased reporting requirements on Associates. The Legal Department will work with business units to inform them of these jurisdictions’ specific rules.

Reporting

It is ultimately the Associate’s responsibility to properly report gifts and business entertainment, whether given or received, in accordance with each business unit’s reporting procedures. All gifts must be reported within ten business days. All business entertainment must be reported promptly.

All gifts and business entertainment reports will be available for review by Legal & Compliance, including International Compliance, in conjunction with their responsibility to oversee our firm-wide compliance.

The U.S. Department of Labor has established strict gift and entertainment reporting rules relative to ERISA clients. All gifts and business entertainment of US$10 or more accepted from, provided to, or in relation to ERISA clients should be reported under the Associate’s business unit’s procedures.

Chair of the Ethics Committee
Special circumstances may arise that would require the review of the Chair of the Ethics Committee and may result in exceptions being granted to part or all of this policy.

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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel (e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the U.S., the UK, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries as well as information pertaining to Price Funds, Price ETFs, and other clients.

Purpose of Statement of Policy. As a global firm, Price Group is subject to a wide array of laws and regulations that prohibit the misuse of inside information. The purpose of this Statement of Policy (“Statement”) is to describe and explain: (i) the general legal prohibitions and sanctions regarding insider trading under U.S. and global regulations and how they are applicable across the firm globally; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm’s educational program regarding insider trading. Additionally, the U.S. Insider Trading and Securities Fraud Enforcement Act (“Act”) requires Price Group to establish, maintain, and enforce written procedures designed to prevent insider trading.

Many jurisdictions, including Hong Kong, Singapore, Japan, Australia and most European countries, have laws and regulations prohibiting the misuse of inside information. While this Statement does not make specific reference to these laws and regulations, the Statement provides general guidance regarding appropriate activities that is applicable to all employees globally. There is, however, no substitute for knowledge of local laws and regulations. Employees are expected to understand the relevant local requirements where they work and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal & Compliance Department or the TRP International Compliance Team.

The Basic Insider Trading Prohibition. The “insider trading” doctrine under U.S. securities laws generally prohibits any person (including investment advisers) from:

●	Trading in a security while in possession of material, non-public information regarding the issuer of the security;
●	Tipping such information to others;
●	Recommending the purchase or sale of securities while in possession of such information;
●	Assisting someone who is engaged in any of the above activities.

Thus, “insider trading” is not limited to insiders of the issuer whose securities are being traded. It can also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A “security” includes not just equity securities, but any security (e.g., corporate and municipal debt securities, including securities issued by the federal government).

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“Need to Know” Policy. All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

Transactions Involving Price Group Stock. You are reminded that you are an “insider” with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable. You are prohibited from trading Price Group stock (TROW) if you are privy to material, non-public information.

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

●	Injunctions;
●	Treble damages;
●	Disgorgement of profits;
●	Criminal fines;
●	Jail sentences;
●	Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm); and
●	Civil penalties for the controlling entity (e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons.

In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved. The provisions of U.S. and UK law discussed below, and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal & Compliance Department or the TRP International Compliance Team, as appropriate.

U.S LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

Introduction. “Insider trading” is a top enforcement priority of the U.S. Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Insider Trading and Securities Fraud Enforcement Act:

Written Procedures. Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

Penalties. Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel, and other “controlling persons” who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other “controlled persons.” Additionally, the Act contains substantial criminal penalties, including monetary fines and jail sentences.

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Private Right of Action. Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

Bounty Payments. Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC but may not exceed 10 – 30% of the penalty imposed.

The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and Fair Disclosure, which are discussed later in this Statement.

Basic Concepts of Insider Trading. The four critical concepts under U.S. law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public and (4) use/possession. Each concept is discussed below.

Fiduciary Duty/Misappropriation. In two decisions, the U.S. Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

The concept of who constitutes an “insider” is broad. It includes officers, directors, and employees of an issuer. In addition, a person can be a “temporary insider” if he or she enters into a confidential relationship in the conduct of an issuer’s affairs and, as a result, is given access to information solely for the issuer’s purpose. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information confidential.

A typical breach of duty arises when an insider purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation’s shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit; that would be enough to find a fiduciary breach.

Court decisions have held that under a “misappropriation” theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

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SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the “misappropriation” theory of insider trading. It states that a “duty of trust or confidence” exists in the following circumstances, among others:

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information.

Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is “material.” The information need not be so important that it would have changed an investor’s decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

Resolving Close Cases. The U.S. Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

Effect on Market Price. Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material. Future Events. The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

Illustrations. The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuer’s own shares; a tender offer for another issuer’s securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

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Illustrations for the STA ETFs. The STA ETF Exemptive Relief provides that, because (unlike traditional ETFs) the STA ETFs do not disclose portfolio holdings daily, the selective disclosure of material nonpublic information, including information other than portfolio information, would be more likely to provide an unfair advantage to the recipient than in other ETFs. Non-public information that could be material to the STA ETFs includes, but is not limited to, current holdings information, investment decisions, and any potential arbitrage deficiencies that could necessitate Board-directed corrective action.  This is not an exhaustive list.

Non-Public vs. Public Information. Any information that is not “public” is deemed to be “non-public.” Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

Disclosure to News Services and National Papers. The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their company to: (1) the national business and financial newswire services (e.g. Bloomberg, Thomson Reuters, etc.); (2) the national service (Associated Press); and (3) The New York Times and The Wall Street Journal.

Local Disclosure. An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded but might not be sufficient for an issuer that has a national market.

Information in SEC Reports. Information contained in reports filed with the SEC will be deemed to be public.

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public (i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to allow the information to be fully disseminated. Price Group may also follow Information Barrier procedures, as described on page 4-9 of this Statement.

Concept of Use/Possession. It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while in possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the “possession” standard, as opposed to the “caused” standard, the following three examples are provided:

First, if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

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Second, if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

Third, even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

The SEC has expressed its view about the concept of trading “on the basis of” material, non-public information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is “on the basis” material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale.

A person’s purchase or sale is not “on the basis of” material, non-public information if he or she demonstrates that:

(A) Before becoming aware of the information, the person had:

(1)	Entered into a binding contract to purchase or sell the security;
(2)	Instructed another person to purchase or sell the security for the instructing person’s account, or
(3)	Adopted a written plan for trading securities.

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

Under Rule 10b5-1, a person other than a natural person (e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not “on the basis of” material, non-public information if it demonstrates that:

●

The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

●

The person had implemented reasonable policies and procedures, taking into consideration the nature of the person’s business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material, non-public information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material, non-public information, or those that prevent such individuals from becoming aware of such information.

Tender Offers. Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

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Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, non-public information to certain persons who would be expected to trade on it. The rule applies only to publicly traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

Under this rule, whenever:

●	An issuer, or person acting on its behalf,
●	Discloses material, non-public information,
●	To securities professionals, institutional investors, broker-dealers, and holders of the issuer’s securities,
●	The issuer must make public disclosure of that same information,
●	Simultaneously (for intentional disclosures), or
●	Promptly within 24 hours after knowledge of the disclosure by a senior official (for non-intentional disclosures)

Regulation FD does not apply to all of the issuer’s employees; rather only communication by an issuer’s senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the rule’s coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and “temporary insiders,” such as the issuer’s lawyers, investment bankers, or accountants.

Selective Disclosure of Material, Non-Public Information Related to the STA ETFs.
While Regulation Fair Disclosure (“Regulation FD”) does not directly apply to registered open-end funds, it is applicable to the STA ETFs pursuant to the STA ETF Exemptive Relief. The STA ETF Exemptive Relief requires each STA ETF and each person acting on behalf of an STA ETF to comply with and agree to be subject to the requirements of Regulation FD as if it applied to them. In order to align with these requirements, the STA ETFs will comply with the Policy and Procedure for Release of Material Non-Pubic Information Related to the Semi-Transparent ETFs, as well as the T. Rowe Price Mutual Funds and Exchange-Traded Funds Portfolio Information Release Policy with respect to the frequency and timing of dissemination of information to the T. Rowe Price website. If T. Rowe Price employees acting on behalf of the STA ETFs selectively disclose MNPI related to a STA ETF to an external party (other than a service provider subject to confidentiality agreement as described below), the STA ETF must comply with Regulation FD by promptly issuing a press release or otherwise publicly releasing the information just disclosed on a selective basis through a “recognized channel of distribution”.

Expert Network Services. Expert networks may be used by approved investment staff to supplement the investment process. Expert networks provide investors with access to individuals having a particular expertise or specialization, such as industry consultants, vendors, doctors, attorneys, suppliers, or past executives of particular companies. Expert network services can be an important component of the investment research process, and Price Group has implemented various controls to govern these interactions. A strict approval process is in place for utilizing a new expert network service. Also, a reporting and oversight process exists in the Equity Division to ensure that the services are being used properly by only appropriate investment staff.

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Information Regarding Price Group.

The illustrations of material information found on page 4-4 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have not intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend was prosecuted, your status as an informant or “tipper” would directly involve you in the case. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to Price Group you should contact the Legal & Compliance Department.

Information Regarding T. Rowe Price Funds, Price ETFs, and Subadvised Funds.

Employees who possess material, non-public information pertaining to a Price Fund, Price ETF, or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt that is not reflected in the fund’s NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the fund’s NAV, such as a large subscription by an institutional shareholder or a change in the fund’s portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to a Price Fund, Price ETF, or subadvised fund you should contact the Legal & Compliance Department.

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE U.S.

The jurisdictions outside the U.S. that regulate some T. Rowe Price entities have laws in this area that are based on principles similar to those of the U.S. described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you have any concerns about local requirements, please contact the TRP International Compliance Team or the Legal & Compliance Department.

PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate Legal & Compliance Department person or group and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary. The individual may not disclose the information or trade in the security until a determination is made by Legal & Compliance.

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U.S.-based personnel should contact the Legal & Compliance Department and international personnel should contact the International Compliance Team.

Specifically, you may not:

●	Trade in securities to which the material, non-public information relates;
●	Disclose the information to others;
●	Recommend purchases or sales of the securities to which the information relates.

If it is determined that the information is material and non-public, the issuer will be placed on either:

●	A Restricted List (“Restricted List”) in order to prohibit trading in the security by both clients and Access Persons; or&
●	A Watch List (“Watch List”), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier.

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal & Compliance Department and Code Compliance who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if an individual on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact Code Compliance. Code Compliance will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal & Compliance Department.

The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate business need to know this information.

Code Compliance will remove the issuer from the Watch List or Restricted List when the information is no longer material or non-public.

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Specific Procedures Relating to the Safeguarding of Inside Information.

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non-public information:

●	Do not discuss confidential information in public places such as elevators, hallways or social gatherings;
●	To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;
●	Avoid using speaker phones in areas where unauthorized persons may overhear conversations;
●	Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;
●	Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use;
●	Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines should be reviewed before taking any action; and
●	Comply with the Price ETFs Information Barrier policy to safeguard non-public information.

ADDITIONAL PROCEDURES

Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

To ensure that all appropriate personnel are properly informed of and understand Price Group’s policy with respect to insider trading, the following program has been adopted.

Initial Review and Training for New Personnel. All new persons subject to the Code, which includes this Statement, will be given the Code at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.

Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.

Annual Review. All persons subject to the Code receive training on the Code annually.

Acknowledgement of Compliance. All persons subject to the Code will be asked to acknowledge their understanding of an adherence to the Code, including this Statement, on at least an annual basis.

Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal & Compliance Department, or the TRP International Compliance Team as appropriate.

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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various UK and other jurisdictions’ laws and regulations, Price Group, the mutual funds (“Price Funds”), and the exchange-traded funds (“Price ETFs”) which its affiliates manage, have adopted this Statement of Policy on Securities Transactions (“Statement”).

Price Advisers’ Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement of Policy. The Statement was developed to help guide Price Group’s employees and independent directors and the independent directors of the Price Funds and Price ETFs in the conduct of their personal investments and to:

●	Eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as inconsistent with our role as a fiduciary;
●	Avoid situations where it might appear that Price Group, Price Funds, or the Price ETFs or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and
●	Prevent, as well as detect, the misuse of material, non-public information.

Price Group’s, Price Funds’, and the Price ETFs’ reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds and Price ETFs.

QUESTIONS ABOUT THE STATEMENT. Questions regarding the policy can be directed to Code Compliance ([email protected]).

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EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “Policy”), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

FRONT RUNNING. Front Running is inconsistent with our responsibility to serve the interests of clients. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices affected by client transactions.

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person’s or Non-Access Person’s spouse, minor children, and certain other relatives, as further described on page 5-4 of this Statement. All Access Persons except the independent directors of the Price Funds and Price ETFs are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements and are subject to modified reporting as described on page 5-19. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

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Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships. Partnerships such as Pratt Street Ventures.

Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and its affiliates.

Certain Contingent Workers. These workers include:

●	All contingent workers whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group’s employees (versus project work that stands apart from ongoing work); and
●	Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

Exceptions must be approved by Code Compliance ([email protected])

Independent Directors of Price Group, Price Funds, and the Price ETFs. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds and Price ETFs include those directors of the Price Funds and Price ETFs who are not deemed to be “interested persons” of Price Group.

Although subject to the general principles of this Statement, including the definition of “beneficial ownership,” independent directors are subject only to modified reporting requirements (pages 5-20 to 5-22). The trades of the independent directors of the Price Funds and Price ETFs are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS. Certain persons and entities are classified as “Access Persons” under the Code. The term “Access Persons” means:

●	The Price Advisers;
●	Any officer or director of any of the Price Advisers or the Price Funds, including the Price ETFs (except the independent directors of the Price Funds and Price ETFs);
●	Any person associated with any of the Price Advisers, Price Funds, or the Price ETFs who, in connection with his or her regular functions or duties, makes, participates in, obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund, Price ETF, or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds and Price ETFs, or whose functions relate to the making of any recommendations with respect to the purchases or sales.

All Access Persons are notified of their status under the Code.

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Investment Personnel. An Access Person is further identified as “Investment Personnel” if, in connection with his or her regular functions or duties, he or she “makes or participates in making, or is closely associated with personnel who make recommendations regarding the purchase or sale of securities” by a Price Fund, Price ETF, or other advisory client.

The term “Investment Personnel” includes, but is not limited to:

●	Those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);
●	Research and credit analysts;
●	Traders who assist in the investment process; and
●	Support staff who assist in the investment process.

All Investment Personnel are deemed Access Persons under the Code.

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “Non-Access Persons.” If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person.

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First, you are a “beneficial owner” of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another person’s account) of an unrelated person’s or entity’s brokerage account, or are directing another person’s or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

Definition of Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Being the beneficiary of an account, such as a 401(k) or securities account, does not necessarily mean a person is a “beneficial owner” unless one of the following conditions exists.

A person has beneficial ownership in:

●	Securities held by members of the person’s immediate family (e.g. spouse, child, etc.) sharing the same household, although the presumption of beneficial ownership may be rebutted;
●	A person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;
●	A person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

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●	A general partner’s proportionate interest in the portfolio securities held by either a general or limited partnership;
●	Certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and
●	A person’s right to dividends that are separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then the associated securities accounts become subject to the account reporting requirements outlined on page 5-16.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse or family member (residing with you) has an independent trading program in which you have no input or control. Similarly, if your spouse or family member has investment control over, but not beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either Code Compliance ([email protected]) or the TRP International Compliance Team. Any such request for clarification or interpretations should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Team or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running.

TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the U.S. securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

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Independent Directors of Price Funds or Price ETFs. The independent directors of the Price Funds or Price ETFs are prohibited from owning the stock or other securities of Price Group.

Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day of filing the firm’s earnings release with the SEC. You will be notified quarterly in regards to the controlling (blackout) dates.

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction involving shares of Price Group stock owned beneficially, including any Price Group stock owned in the Employee Stock Purchase Plan (“ESPP”). Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from individual or joint brokerage accounts does not have to receive prior clearance. Prior clearance is required to transfer shares to another person, entity, or trust account.

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be submitted to the myTRPcompliance system.

Gifts. The giving of or receipt of Price Group stock (TROW) must be prior cleared. This includes donation transactions into donor-advised funds such as T. Rowe Price Charitable, as well as any other charitable gifting.

Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. Refer to page 5-26 for a full description of the 60-Day Rule.

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Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock. Purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. To avoid issues with the 60-day rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Team or by the financial institution (e.g. broker-dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for three business days from and including the date the clearance is granted (taking into consideration the time zone), unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

Reporting of Disposition of Proposed Transaction. If the transaction request was executed, the Payroll & Stock Transaction Team will receive an electronic or paper confirmation of the transaction and your records will be updated accordingly.

Insider Reporting and Liability. Under current SEC rules, certain officers, directors and 10% stockholders of a publicly traded company (“Insiders”) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

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●	Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.
●	Form 4. Any change in the Insider’s ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.
●	Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

Liability for Short-Swing Profits. Under the U.S. securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS - ACCESS PERSONS.

Access Persons must obtain prior transaction clearance (approval) before directly or indirectly initiating the purchase or sale of a security in an account in which the Access Person is a beneficial owner (page 5-4). This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Following are exceptions to the prior transaction clearance requirement:

●	The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs; and
●	Any Price Adviser is not required to receive prior transaction clearance when T. Rowe Price seed money is deployed to establish a client/product strategy.

Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is affected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker-dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (page 5-266); you are responsible for ensuring your compliance with this rule.

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TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds (page 5-11).

Undertakings for Collective Investments in Transferrable Securities (UCITS). The purchase or redemption of shares in an open-ended European investment fund established in accordance with the UCITS Directive provided that a Price Adviser does not serve as an adviser to the fund.

Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. However, the initial automatic investment does require prior clearance. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction”) must be reported by both Access Persons and non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

Donor-Advised Funds. Transactions within donor-advised funds, such as T. Rowe Price Charitable, do not require prior clearance or reporting. However, a gift of Price Group stock into a donor-advised fund is required to be prior cleared and reported.

U.S Government Obligations. Purchases or sales of direct obligations of the U.S Government.

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality, short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must be reported.

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Cryptocurrency. Transactions in cryptocurrency, such as Bitcoin, Ethereum, etc., do not require prior clearance or reporting. However, transactions in any publicly traded cryptocurrency tracker instrument would require prior clearance and reporting. Participation in Initial Coin Offerings (ICOs) is prohibited.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

Non-T. Rowe Price Exchange-Traded Funds (“ETFs”). Transactions in non-T. Rowe Price ETFs, including non-T. Rowe Price ETFs authorized as UCITS, do not require prior clearance but must be reported. Access Persons are prohibited to transact in inverse/short and narrow ETFs. Short sale transactions in long and narrow ETFs is also prohibited. Access Persons are responsible for their compliance to these two prohibitions. Contact the Code Compliance Team regarding any uncertainty in contemplated ETF transactions. Narrow ETFs include, but are not limited to, those focused on specific industries (e.g. energy, healthcare, financial services, etc.), commodities, currencies, and specific geographical markets (e.g. countries or regions).

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case the ETF protocols apply.

National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account, therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

Pro Rata Distributions. Purchases effected by the exercise of rights issued pro-rata to all holders of a class of securities or the sale of rights so received.

Tender Offers. Purchases and sales of securities pursuant to a mandatory (e.g., the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.

Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person’s spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

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Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse. Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.

Inheritances. The acquisition of securities through inheritance.

Gifts. The giving of or receipt of a security as a gift. However, a gift of or receipt of Price Group stock must be prior cleared.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

Partial Shares Sold. Partial shares held in an account that are sold when the account is transferred to another broker-dealer or to new owner or partial shares sold automatically by the broker-dealer.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable TRP-Advised Funds (“Reportable Funds”) Not Held On A T. Rowe Price Platform. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds and UCITS, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, non-Price ETFs, SICAVs, OEICs, ITMs, AUTs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through subadvised relationships, including any fund holdings offered through retirement plans (e.g., 401(k) plans) other than the T. Rowe Price U.S. Retirement Plan, or as an investment option offered as part of a variable annuity. Legal & Compliance maintains a listing of subadvised Reportable Funds on the TRP Exchange.

Access Persons must inform the Code Compliance Team about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on the T. Rowe Price platform, or in the T. Rowe Price U.S. Retirement Plan, or the T. Rowe Price UK Retirement Schema, the Access Person need not report these transactions directly. In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on page 5-18.

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Interests in Section 529 College Savings Plans not held on the T. Rowe Price Platform. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan for which any Price Adviser serves as an adviser or subadviser to the plan. Access Persons must inform the Code Compliance Team about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly (page 5-18). In instances where ownership interests in 529 College Savings Plans that are advised or subadvised by a Price Adviser are held through an intermediary, transactions must be reported as described on page 5-18.

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. Generally, Access Persons are required to obtain prior clearance for all buy and sell transactions in individual stocks, bonds, closed-end funds, private investments, and derivatives (e.g. options, swaps, futures, etc.) of these securities, as well as T. Rowe Price ETFs that you are considered to be the beneficial owner. If the transaction or security is not subject to prior transaction clearance, as outlined in this policy, you should assume that it is subject to the prior clearance requirement unless specifically informed otherwise by the Code Compliance Team or the TRP International Compliance Team.

Among the transactions for which Access Persons must receive prior transaction clearance are:

●	Non-systematic transactions in a security that is not exempt from prior transaction clearance;
●	Close-end fund transactions, including U.K, Canadian, and other non-U.S. investment trusts.
●	Price ETFs (See the chart in the “TRANSACTIONS IN PRICE ETFs.”

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TRANSACTIONS IN PRICE ETFs. Guidelines specific to the Price ETFs are as follows:

	Access Person	Non-Access Persons	Independent Directors
Must Pre-clear Trades in Price ETFs	YES	NO	NO
Must Post-report Trades in Price ETFs	YES	YES	YES
Subject to 60-day Rule	YES	NO	NO
Subject to Ad hoc Trading Restrictions	YES	NO	YES
Ability to Buy/Sell Price ETFs in the Primary Market	NO	NO	NO
Ability to Sell Short the Price ETFs	NO	NO	NO
Ability to Transact in Options of the Price ETFs	NO	NO	NO

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds and Price ETFs), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described in this policy or determined by the Chairperson of the Ethics Committee, Access Persons must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Team before proceeding.

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Procedures for Obtaining Prior Transaction Clearance for Initial Public Offerings (“IPOs”):

Non-Investment Personnel. Access Persons who are not Investment Personnel (“Non-Investment Personnel”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or their designee. An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

In considering such a request for prior transaction clearance, the Chairperson or their designee will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code. The Chairperson or his or her designee will also consider whether:

1.	The purchase is made through the Non-Investment Personnel’s regular broker;
2.	The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel’s account; and
3.	The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm’s clients have had the opportunity to purchase in the secondary market once the underwriting is completed – commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

Procedures for Obtaining Prior Transaction Clearance for Private Placements:

Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or their designee. This prior clearance provision includes situations involving investment transactions made in small businesses typically sourced through family or friends as well as any other referral source.

A private placement is generally defined as an offering that is exempt from registration by a regulatory authority and sold through a private offering. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement and be regarded as a professional or accredited investor.

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Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or their designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm’s clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm’s investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures for Obtaining Prior Transaction Clearance for All Other Securities Transactions:

Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm’s intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance Team. If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance Employee Trading mailbox. All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover, as well as the intended account in which to transact. Responses to all requests will be made by myTRPcompliance or the Code Compliance Team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three business days from and including the date the clearance is granted (taking into consideration the time zone), regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., certain transactions through transfer agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Team after prior clearance has been granted, but before entering the order with the executing agent.

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Reminder. If you are an Access Person and become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION. Prior transaction clearance will usually not be granted if:

Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

Purchases and Sales within Seven Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-24) under “Large Issuer/Volume Transactions” are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to An Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure, as opposed to enhanced, index funds are not considered for this purpose. If all clients have eliminated their holdings in a particular security, the seven-calendar day restriction is not applicable to an Access Person’s transactions in that security.

Company Rating Changes. A change in the rating of a company has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

STA ETF Trading Restrictions. In general, Access Persons and Independent Directors will be restricted/prohibited from transacting in any STA ETF upon notification that it surpasses one of the Corrective Action Thresholds triggering the requirement for an ad hoc ETF Board meeting to evaluate the possible need for corrective measures. Additional situations or events could trigger ad hoc trading restrictions for Access Persons and/or Independent Directors.

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Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or their designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or their designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or their designee may consider in making this determination include:

●	The size of the proposed transaction;
●	The nature of the proposed transaction (i.e., buy or sell) and of any recent, current or pending client transactions;
●	The trading volume of the security that is the subject of the proposed Access Person transaction;
●	The existence of any current or pending order in the security for any client of a Price Adviser;
●	The reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and
●	The number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of the Price Funds and Price ETFs) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see discussion of beneficial ownership and control concepts on page 5-4) to the following address:

T. Rowe Price has established relationships and electronic data feeds with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such confirmations, contract notes, and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.

The independent directors of Price Group, the Price Funds, and Price ETFs are subject to modified reporting requirements described at pages 5-20 to 5-22.

If transaction or statement information is provided in a language other than English, the employee should provide an English translation.

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NOTIFICATION OF SECURITIES ACCOUNTS. All persons and all entities subject to this Statement must report their securities accounts upon joining the firm as well as obtain prior approval for all new accounts opened while employed by T. Rowe Price. New T. Rowe Price brokerage accounts do not require prior approval but must be reported. Prior approval is obtained through myTRPcompliance and an instruction for obtaining such approval is located on the Compliance & Ethics page on the Exchange

The independent directors of Price Group, Price Funds, and the Price ETFs are not subject to this requirement.

New Personnel Subject to the Code. A person subject to the Code must report in myTRPcompliance, all existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

Associates do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund; that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

Officers, Directors and Registered Representatives of TRP Investment Services. FINRA requires each associated person of T. Rowe Price Investment Services to:

●	Obtain prior approval for a new securities account; and
●	If the securities account is with a broker-dealer, provide the broker-dealer with written notice of his or her association with TRP Investment Services.

Annual Statement by Access Persons. Every January each Access Person, except an Access Person who is an independent director of the Price Funds or Price ETFs, must file with the firm a list of their accounts as of year-end.

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group and the Price Funds or Price ETFs, who are subject to modified reporting requirements:

Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Team will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Team must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred.

What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

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●	The date of the transaction
●	The title of the security
●	The ticker symbol or CUSIP number, as applicable
●	The interest rate and maturity date, as applicable
●	The number of shares, as applicable
●	The principal amount of each reportable security involved, as applicable
●	The nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition)
●	The price of the security at which the transaction was affected
●	The name of the broker, dealer or bank with or through which the transaction was affected

When Reports are Due. You must report a securities transaction within ten business days after the trade date or within ten business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests HELD on the T. Rowe Price Platform or HELD by the TRP UK Retirement Schema. You are required to inform Code Compliance about Reportable Funds and/or T. Rowe Price-advised Section 529 College Savings Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform or held by the TRP UK Retirement Schema. Once you have done this, you do not have to report any transactions in those securities. Your transactions and holdings will be updated and reported automatically to Code Compliance on a periodic basis. You should report your new account via myTRPcompliance (located on the Exchange) when you first establish an account in a Reportable Fund or invest in a T. Rowe Price-advised Section 529 College Savings Plan held on a T. Rowe Price Platform or held by the TRP UK Retirement Plan.

Access Person Reporting of Reportable Funds and T. Rowe Price-Advised Section 529 College Savings Plan Interests NOT HELD on the T. Rowe Price Platform. You must notify Code Compliance of any Reportable Fund or T. Rowe Price-advised Section 529 College Savings Plan interests that you beneficially own or control that are held at any intermediary. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services acts as the administrator or record-keeper of that plan. Any transaction in a Reportable Fund or in interests in a T. Rowe Price-advised Section 529 College Savings Plan must be reported by duplicate transaction confirmations and statements sent directly by the intermediary to the Code Compliance Team or by the Access Person directly using the “Securities Transactions” form (located in myTRPcompliance) within 30 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call. This is required even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.

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Reminder. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, the transactions in these securities become subject to the transaction reporting requirements.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS AND PRICE ETFs.

Transactions in Publicly Traded Securities. An independent director of the Price Funds and Price ETFs must report transactions in publicly traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal & Compliance Department to request approval to exempt any such accounts from this reporting requirement.

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange (i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as an independent director of the Price Funds or Price ETFs, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund, Price ETF, or Price advisory client.

Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Team.

Quarterly Reports. If a Price Fund or Price ETF independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Team no later than thirty days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions.

Duplicate Confirmation Reporting. An independent director of the Price Funds or Price ETFs may also instruct his or her broker to send duplicate transaction confirmations directly to the Code Compliance Team.

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

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●	Exercise of Stock Options of a Corporate Employer;
●	Inheritance of a Security;
●	Gift of a Security; and
●	Transactions in Certain Commodity Futures Contracts (e.g., financial indices).

An independent director of the Price Funds or Price ETFs must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds or Price ETFs. An independent director of the Price Funds or Price ETFs shall report to the Code Compliance Team any officership, directorship, general partnership, or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds or Price ETFs.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment partnerships, Pools or Funds). If an independent director of the Price Funds or Price ETFs owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds or Price ETFs owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group. An independent director of the Price Funds or Price ETFs is prohibited from owning the common stock or other securities of Price Group.

Investments in Non-Listed Securities Firms. An independent director of the Price Funds or Price ETFs may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund or Price ETF Boards.

Dealing with Clients. Aside from market transactions effected through securities exchanges, an independent director of the Price Funds or Price ETFs may not knowingly transact with a Price Fund or Price ETF. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund or purchase or sale of any shares of a Price ETF that is a client of any Price Advisers.

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Prior Transaction Clearance Requirements. The independent directors of the Price Funds and Price ETFs are generally not required to receive prior transaction clearance so long as they have no knowledge of trades being transacted for the Price Funds or Price ETFs.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP OR ITS SUBSIDIARIES.

Reporting of Personal Securities Transactions. An independent director is not required to report his or her personal securities transactions, including Price ETFs, (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers’ investment research, recommendations, or transactions. However, each independent director is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records (e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director shall report to the Code Compliance Team any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group or any of its subsidiaries.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must report this ownership in writing to the Code Compliance Team, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Team. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence, the independent director need not report such ownership to the Code Compliance Team unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Non-Listed Securities Firms. An independent director should be mindful of potential conflicts of interest associated with transactions and/or ownership of a broker-dealer, underwriter or federally registered investment adviser that is not publicly traded. Directors should consult with the T. Rowe Price Chief Legal Counsel regarding such matters.

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MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS. These rules vary in their applicability depending upon whether you are an Access Person.

The following rules apply to all Access Persons, except the independent directors of the Price Funds or Price ETFs, and to all Non-Access Persons:

Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs. These restrictions vary depending upon the person’s status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Person’s individual trades are reported.

Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person’s trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Limit Orders. While limit orders are permitted, Access Persons must be careful using “good until cancelled” orders keeping in mind that prior clearance is valid for three business days. Use of “day” limit orders are encouraged.

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

●	Is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

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●	Involves securities positions that are disproportionate to your net assets.

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account or accounts in a month.

The following rules apply only to Access Persons other than the independent directors of the Price Funds or Price ETFs:

Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “Large Issuer/Volume List”), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar-day period in securities of:

●	Issuers with market capitalizations of $7.5 billion or more, or
●	U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading days in the U.S.

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction. These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, the individual may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

Small Cap Issuer Transactions. Although subject to prior transaction clearance, transactions involving securities of certain small cap issuers may not be approved if there was a ratings change or ratings initiation in the previous 14 calendar days. Small cap issuers are defined as issuers with a market capitalization of $2.0 billion or less.

Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the “Options and Futures” discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

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Client Limit Orders. Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

●	The Access Person’s trade will be entered as a market order; and
●	The client’s limit order is 10% or more away from the market price at the time the Access Person requests prior transaction clearance.

General Information on Options and Futures. If a transaction in the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, including options on future contracts, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations). Similarly, all “over the counter” derivatives transactions (i.e., swaps traded pursuant to an ISDA agreement) must be reported even if the transaction in the underlying instrument would not have to be reported. Transactions in publicly traded options on Price Group stock are not permitted. Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers’ clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers’ clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the U. S. Commodity Futures Trading Commission.

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Closing or Exercising Option Positions. If you are the holder of an option and you intend to close (sell) the option or exercise the option, prior transaction clearance is required. However, if you have written (sold) an option and the option is exercised against you, without any action on your part, no prior transaction clearance is required. A client transaction in the underlying security or any restriction associated with the underlying security may prevent any option transaction from being closed or exercised, therefore Access Persons should be cautious when transacting in options.

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. Short sale transactions in long and narrow ETFs, as well as the Price ETFs are prohibited. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule.

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase (e.g., short sales, sell to open, and other similar transactions) of the same (or equivalent) securities within 60 calendar days. An “equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from Code Compliance prior to initiating the transaction. Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions. The disgorgement of profit does not take into consideration any tax lot accounting associated with the security. It is simply the calculated gain as a result of the buy and sale (or sale and purchase) within the 60-day period.

In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27. Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

The 60-Day Rule “clock” restarts each time the Access person trades in that security.

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain. Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal Compliance Employee Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

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The 60-Day Rule does not apply to:

●	Any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;
●	Any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions;
●	Any transaction in Price Group stock effected through the ESPP (note that the 60-Day rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);
●	The exercise of “company-granted” Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and
●	Any purchase of Price Group stock through an established dividend reinvestment plan.

Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this rule will be triggered by a proposed transaction, you should contact Code Compliance or International Compliance before requesting prior transaction clearance for the proposed trade. Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff employed by TRPJ may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact International Compliance.

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker-dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures.

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than ½ of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to Code Compliance (via the Code of Ethics mailbox), providing the name of the company and the total number of such company’s shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS. All associates subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reported to Code Compliance even if these transactions are effected with a speculative investment objective.

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INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds or Price ETFs, is required by U.S. securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control (“Initial Holdings Report") (see page 5-4 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report. SEC Rules require that each Initial Holding Report contain, at a minimum, the following information:

●	Securities title;
●	Securities type;
●	Exchange ticker number or CUSIP number, as applicable;
●	Number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership;
●	The name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and
●	The date the Access Person submits the Initial Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds or Price ETFs, is also required to file an Annual Compliance Certification as of December 31 of each year. This report can be completed by using myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or their designee reviews all Annual Compliance Certifications.

SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group, Price Funds, and the Price ETFs. The Ethics Committee, the Code Compliance Team, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

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Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to forfeit any profit realized from any transaction that is in violation of this Statement to the T. Rowe Price Foundation or an approved international non-profit organization. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund or Price ETF with respect to whose securities such violations may have been involved.

Following are sanctions guidelines associated with violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctions guidelines.

●	Associate and manager notification, and
●	Associate required to complete online remedial training course.

●	Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,
●	Associate required to complete online remedial training course,
●	Associate required to meet with applicable Chief Compliance Officer and Senior Compliance Manager, and
●	Associate fined according to officer or role guidelines.

●	Associate and escalated manager notifications up to, and including, applicable Management Committee (“MC”) member,
●	Chief Executive Officer notified,
●	Associate required to complete online remedial training course,
●	Associate subject to three-month trading prohibition, and
●	Associate fined according to officer or role guidelines.

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●	Sanctions to be determined by Ethics Committee.

Violations by Independent Directors of Price Funds or Price ETFs. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund or Price ETF Board will impose such sanctions as it deems appropriate.

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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
SYSTEMS SECURITY AND RELATED ISSUES

Purpose of Statement of Policy (“Statement”). The central and critical role of computer systems in our firm’s operations underscores the importance of ensuring their confidentiality, availability, and integrity. Our data is an extremely valuable asset and should be protected by all system users. Data within the T. Rowe Price Group network should be considered proprietary and confidential and should be protected as such. This Statement should be read in conjunction with the Statement of Policy on Privacy (page 8-1).

Systems activities and information will be referred to collectively in this Statement as the “Systems”. The Systems include all hardware, software, operating systems, and wired and wireless network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, printers, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage. Information also includes any work products that are created while working at or on behalf of T. Rowe Price and are the exclusive property of T. Rowe Price unless otherwise stipulated.

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet; access to and use of commercial and specialized software programs and systems licensed or developed for the firm’s use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones and tablets. The use, access, or storage of data on non-T. Rowe Price equipment (including but not limited to personally owned or “home” equipment, hotel or business center-supplied devices, web and/or cloud services, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of systems, as appropriate.

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and information.

This Statement establishes an acceptable use policy for all Price Group Associates and all other individuals, including vendors, cloud services, service providers and contractors, with Price Group systems access.

The Statement has been designed to give associates guidelines to:

●	Maintain and protect the integrity of customer, corporate, and employee confidential information;
●	Prevent the unauthorized use of or access to our firm’s computer Systems;
●	Prevent breaches and the introduction of malicious software; and
●	Respond to incidents and alert management in accordance with defined practices.

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Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved. Additionally, actions in violation of this Statement may constitute a crime under applicable laws.

By using the firm’s Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information by the firm and do not have any expectation of privacy in connection with the use of the Systems.

SECURITY PRINCIPLES. T. Rowe Price maintains a security organization, with supporting policies, to provide guidance and direction on appropriate security controls to all associates and users. Key principles for end users or associate behavior include:

●	Security Responsibility. Security is everyone’s responsibility at T. Rowe Price.
●	Suspicious Activity. Report all suspicious activity to the Help Desk immediately.
●	Authorized System Users. Access to systems is restricted to authorized users who need access in order to support their business activities. This includes systems that are External to the T. Rowe Price environment.
●	User-IDs and Passwords. Every user is assigned a unique User-ID. Each User-ID has a password that must be kept confidential by the users. Employee IDs and easily deducible information should not be used for passwords. Users will be held accountable for work performed with their User-IDs.
●	Secure Desk / Asset. Sensitive information must be secured and/or locked appropriately when unattended. This includes electronic and physical information.
●	Mobile Assets. All portable computer equipment (e.g., laptops, smart phones, flash drives) containing information that is sensitive must be encrypted and password protected where possible. In the event of loss or theft, contact the Help Desk immediately.
●	Incident Response. T. Rowe Price has the authority, at its own discretion, to disable any ID or activity as needed to respond to a security issue. Efforts will be made to contact presumed owners of these IDs as appropriate; however, IDs may be disabled as part of system or vulnerability management processes.

INTERNET ACCESS AND OTHER ONLINE SERVICES. Accessing the Internet and accessing T. Rowe Price systems from the Internet presents special security considerations due to the nature of the connection and the security concerns present in Internet services. When using Internet access or other online services, the following policies apply:

●	The use of firm Systems is intended for legitimate business purposes and individuals should limit personal use. You may not use the firm’s Systems in any way that might pose a business risk or data privacy risk or in a manner that violates laws.
●	Do not use firm’s Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or to create or forward communications that could be offensive to others or embarrassing to you or T. Rowe Price.
●	T. Rowe Price may block access to internet sites or emails without prior notice based on potential risk to the firm or for other business reasons.
●	You may not access or download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, streaming media, videos, music, games, or messaging and mail applications.

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●	T. Rowe Price Systems may not be used to remotely control, maintain, or service unauthorized computers or systems. T. Rowe Price systems may not be connected to non-T. Rowe Price networks, as this could lead to system attack/compromise and data loss. Wireless routers and/or hotspots may not be connected to the T. Rowe Price network.
●	No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal & Compliance Department. Internet domain names are assets of the firm and are purchased and maintained centrally. This also includes free account registrations such as those on social networking sites and web email.
●	Only approved Systems and solutions may be used to conduct T. Rowe Price business. The independent use of other technologies, including peer-to-peer file sharing networks or software, web file storage, removeable storage devices (e.g. USB and hard drives), and Instant Messaging, are prohibited as they may not meet regulatory requirements to transfer, monitor and archive electronic communications. No personal email accounts may ever be used to send or receive business or client related communications.
●	Associates are prohibited from using personal mobile devices to conduct Price Group business activities except as defined in the Mobile Device Policy or as authorized by management. Non-public customer information may not be stored on personal mobile devices. If personal devices are used to conduct business activities, personal devices and/or content could be requested as part of an investigation or subpoena.
●	The Technology and Recovery Centers are considered sensitive locations and their location should not be publicly disclosed. If asked for their location by clients or others, please direct the inquiry to your manager or the Help Desk for evaluation.

Guidelines for Installing Software. Only approved software is authorized to be installed on Price Group systems. Any software program that is used by Price Group personnel in connection with the business of the firm must be ordered through the Help Desk. T. Rowe Price has the authority, at its own discretion; to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group or may pose a security risk.

Downloading or Copying and Remote Printing. Downloading or copying software using T. Rowe Price Systems, including documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is authorized. Downloads and copies may introduce viruses and malicious code into Systems. Downloading or uploading copyrighted materials may violate the rights of the authors of the materials, may create a liability, privacy or security breach, or cause embarrassment to the firm. Downloading or copying T. Rowe Price data or source code to an unapproved removable storage device is prohibited. Remotely printing T. Rowe Price data from any outside printer (e.g. hotel, home, etc.) is not permitted unless authorized.

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PROTECTION FROM MALICOUS CODE. “Malicious code” is computer code that is designed to damage or access software or data on a computer system. T. Rowe Price manages a comprehensive malicious code prevention and control program to protect Systems and data. Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions or by failing to implement recommended precautions may lead to disciplinary actions. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited. Users must comply with the following security practices:

●	Contact the Help Desk. Immediately contact the Help Desk for anything that appears suspicious or is identified as malicious. The Help Desk will determine whether the device is infected, the severity of the infection, and the appropriate remedial actions.
●	Be Careful when Opening Emails. Carefully review emails, attachments, or links prior to opening or accessing them, as they may contain malicious code or viruses. Report suspicious emails as soon as feasible.
●	Approved Devices. Only connect devices issued or approved by T. Rowe Price into Systems to reduce the risk of malware infections. This includes, but is not limited to, thumb drives, mobile devices such as smart phones or tablets, and gadgets/novelties powered by USB ports.
●	Maintain Security Settings. Users should not disable virus scanning features, password settings, or other security features for any reason. Failure to maintain updated scanning files is also prohibited.
●	Keep T. Rowe Price Mobile Assets Updated. Users who receive a Price Group technology asset must install updates as instructed by the Help Desk and/or connect the asset to the Price Group network on a regular basis to receive software, application, and operating system security updates.
●	Keep Personal Computer Assets Updated. Users must maintain anti-virus software, application, and operating system security updates on all non-T. Rowe Price or personally owned assets that are used to access the T. Rowe Price network. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.
●	Report Unauthorized Network Connections. Report any attempts to create an unauthorized or foreign connection to the network to the Help Desk.

CONFIDENTIALITY OF SYSTEM ACTIVITIES AND INFORMATION. System activities and access on Price Group computers is subject to monitoring by firm personnel or others. All such information are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, transmitted, or stored through the Systems.

Certain departments at T. Rowe Price record telephone conversations placed to and from the department (this includes but is not limited to the Call Centers and Corporate Actions Department). These recordings are made for various purposes, such as for quality review, when required by law, recording of instructions, as well as for other business reasons. Any telephone conversations placed to and from these departments (including internal calls) will be recorded and subject to monitoring.

Information, including electronic communications, entered into our firm’s computers but later deleted from the Systems may continue to be maintained for applicable periods on our firm’s backup repositories or in records retained for regulatory or other purposes.

PARTICIPATION ON SOCIAL MEDIA SITES. Associates are directed to the Social Media Policy located on the Exchange to understand their responsibilities with respect to social media.

QUESTIONS REGARDING THIS STATEMENT. Please contact the Legal & Compliance Department if you have any questions regarding this Statement.

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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
COMPLIANCE WITH ANTITRUST LAWS

Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws (“Statement”) to:

●	Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group’s business; and
●	Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

The Basic U.S. Anticompetitive Activity Prohibition. Section 1 of the U.S. Sherman Antitrust Act (the “Act”) prohibits agreements, understandings, or joint actions between companies that constitute a “restraint of trade”, i.e., that reduce or eliminate competition.

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as “a knowing wink,” as one case says, may be sufficient to establish an illegal agreement under the Act.

The agreed-upon action must be anticompetitive. Some actions are “per se” anticompetitive, while others are judged according to a “rule of reason.”

●

Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive component. Examples of such per se illegal activities are bid-rigging; agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

●

Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers’ cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.

There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

Penalties for Violating the Sherman Act. A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorney’s fees. Criminal penalties for individuals can include fines of up to $1,000,000 and ten years in jail, and $100 million or more for corporations. The maximum fine may be increased to twice the amount conspirators gained from the illegal acts or twice the money lost by the victims of the crime, if either of those amounts is over $100 million.

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Situations in Which Antitrust Issues May Arise. To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds, other commingled vehicles, and investment and retirement services, must be made with the prohibitions of the Act in mind. In addition, any discussion with our competitors about the use of particular vendors or service providers may implicate the Sherman Act.

Trade Association Meetings and Activities. A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

Permissible Activities:

●	Discussion of how to make the industry more competitive.
●	An exchange of information or ideas that have pro-competitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.
●	Collective action to petition government entities.

Activities to Avoid:

●	Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.
●	Discussion of specific customers, markets, or territories.
●	Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a “boycott”).

Investment-Related Discussions

Permissible Activities:

●	Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer’s stock, or negotiations among creditors of an insolvent or bankrupt company.
●	Competing investment managers are permitted to serve on creditors’ committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

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Activities to Avoid:

●

It is important to avoid anything that suggests involvement with any other firm in any threats to “boycott” or “blackball” new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

Example: After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders’ rights, several investment management complexes organized to protest the state’s action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms’ action led to an 18-month U.S. Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

●

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, notify the Legal Department, which will take whatever further steps are necessary.

Benchmarking. Benchmarking is the process of measuring and comparing an organization’s processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

●	Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.
●	The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.
●	All proposed benchmarking agreements must be reviewed by the Legal & Compliance Department before the firm agrees to participate in such a survey.

Discussions with Companies

It is acceptable for Price Group personnel to have individual discussions with executives of companies whether or not Price Group advisers have invested in those companies on behalf of investment advisory clients. However, caution should be exercised when having discussions with multiple companies that are in the same industry; particularly companies in concentrated industries. It could create legal issues if an individual or entity that speaks with competing companies passes confidential or sensitive business information between or among those companies. Such indirect exchanges of information could be evidence of collusion among the competing firms and the individual or entity passing the information could be the subject of litigation alleging industry collusion. For the same reason, you should avoid discussions with executives of companies that suggest a common industry position on a competitive issue such as prices, supply, capacity, market entry, or product development, especially that you or Price Group is suggesting or endorsing such a common position. If you have questions about the acceptable scope of discussions with companies, contact the Legal & Compliance Department.

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Antitrust Restrictions Related to Acquisitions, Mergers and Other Transactions

Basic Restrictions. The U.S. Clayton Act bars any corporate transaction that is likely to substantially lessen competition in a particular market. This law applies not just to mergers, but to any acquisition of stock or assets, regardless of whether it transfers ownership or control. Generally, acquisitions by Price Group and similar entities do not raise issues under the Clayton Act. However, acquisitions of shares in competing companies by active investors who may seek to alter the competitive behavior of the companies they hold can be subject to challenge under the Clayton Act.

Reporting Requirements. Acquisitions of any significant size may be reportable to government antitrust authorities. In general, acquisitions by Price Group advisers on behalf of investment advisory clients are exempt from such requirements so long as the acquisitions are made solely for investment purposes. However, if any Price Group entity or employee seeks to influence the regular business decisions of a company in which Price Group advisers have holdings, the exemption from reporting may not apply. Contact the Legal & Compliance Department if you have any questions.

International Requirements. The UK, European Union (“E.U.”), and several countries in the Asia-Pacific (“APAC”) region have requirements based on principles similar to those of U.S. law. In many cases, the laws of the E.U. are stricter than the laws of the U.S. If you have specific questions about UK, E.U., or APAC requirements, contact the Legal & Compliance Department.

Antitrust Laws Relating to Employment

The U.S. antitrust laws apply to competition among firms to hire employees. An agreement among competing employers to fix the terms of employment for potential hires or to limit employment of another’s employees can subject the firm or individual to civil or criminal enforcement action.

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T. ROWE PRICE GROUP, INC.
STATEMENT OF POLICY
ON
PRIVACY

Scope and Enforcement
This Policy applies to all T. Rowe Price associates, contractors and directors with respect to all operations carried out globally by T. Rowe Price which involve the processing of personal data.

It is the responsibility of every associate, contractor and director throughout T. Rowe Price to comply with this Policy. Understanding of this Policy is supported through mandatory training for associates and contractors. The principles behind the Policy also are reflected in T. Rowe Price’s Code of Ethics and Conduct, acknowledgement of which is required on an annual basis. Violations of this Policy may constitute grounds for disciplinary actions, up to and including, termination of employment or removal from your position.

T. Rowe Price senior management ultimately is responsible for promoting compliance to this Policy.

Definitions
Data Security Incident means an event that impacts the security (confidentiality, integrity, or availability) of personal data, institutional client data, and/or T. Rowe Price confidential data by:

a.	Ending up in an unexpected place, either internal or external to T. Rowe Price,
b.	Being accessible in a way that is broader than intended,
c.	Being lost or stolen,
d.	Being altered in an unexpected or unauthorized way, or
e.	Being unavailable in an unexpected or unauthorized way.

Personal Data means any information relating to an individual that identifies the individual or could reasonably be used to identify the individual regardless of the medium involved (e.g., paper, electronic, video or audio) or how it was obtained (e.g., from an application form or through a cookie on a website that can identify an individual). Examples of personal data include contact details, identification numbers, financial data, passwords, IP addresses, pictures, online search history, and geolocation information. As required by applicable law, it also includes sensitive personal data, such as health or medical information, government-issued identification numbers, racial or ethnic origin, political opinions, religious or similar beliefs, trade union memberships, criminal offenses, sexual life information and genetic or biometric data.

The most common sources of personal data relates to clients and associates. While the privacy/data protection laws of countries typically do not extend to entities or non-personal data, we apply appropriate security safeguards to protect information related to clients and other confidential data as defined in this Code.

Processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

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Privacy Principles
T. Rowe Price's business operations shall be consistent with the following Privacy Principles. These principles are binding across our business.

1.	Lawful Processing. T. Rowe Price collects, uses, and shares personal data where we have lawful grounds and legitimate business reasons for doing so. We are subject to data protection and privacy laws within each of the jurisdictions in which we operate and we undertake to conduct our business in compliance with these laws. We also are committed to helping individuals understand what information we collect, how we use it, the circumstances under which we share it with third parties, and, as applicable, what choices they have. We explain this to clients, associates and business contacts in our privacy notices as required by applicable law. We review our privacy notices regularly to keep them up to date and to ensure they match our internal practices.
2.	Purposes. We collect personal data for legitimate purposes, and we strive to collect only as much personal data as we need to achieve those purposes. Though personal data can help us improve the services we provide, we should leverage it in a manner that is compliant with applicable regulation and consistent with and proportionate to our corporate policies and goals.
3.	Data Accuracy. The firm take steps to ensure that the personal data we hold is accurate, relevant, and, where necessary, kept up to date.
4.	Data Retention and Disposal. We keep personal data to comply with applicable laws and obligations and take steps to ensure the safe destruction or de-identification of personal data when it is no longer required by law to be retained or it is no longer necessary for a legitimate business purpose.
5.	Rights of Individuals. T. Rowe Price is committed to addressing the privacy rights of individuals, as set forth in applicable laws, with respect to our processing of their personal data.
6.	Information Security. We use appropriate technical and organizational measures to keep personal data secure and ensure its integrity, confidentiality and availability across our systems. We regularly evaluate changes in technology and changes in risk and respond as appropriate.
7.	International Transfers of Personal Data. T. Rowe Price is a global business and as such we transfer personal data internationally in the normal course of business. We are committed to maintaining adequate safeguards, as required by applicable laws, to protect the personal data we transfer to a country that is not regarded as having fully equivalent data protection laws.
8.	Accountability. We are all responsible for upholding the Privacy Principles and respecting individuals' privacy rights. We have a collective and individual duty to protect our clients’, associates’ and business partners’ personal data. In order to create an environment of trust and to comply with applicable laws, all individuals operating within or on behalf of T. Rowe Price are required to comply with our Privacy Principles, including proactively applying Privacy by Design to help us uphold our commitments to the protection of personal data.

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Roles and Responsibilities
While the Privacy Principles apply to all of us at T. Rowe Price, stakeholders at different corporate levels within T. Rowe Price play a role in ensuring overall privacy risk management and data protection compliance.

Every business unit is responsible for:

●	Understanding and implementing this Policy and other applicable internal policies and procedures.
●	Ensuring compliance with the applicable public facing privacy notices, and other privacy commitments.
●	Ensuring the security of the personal data it maintains, including

●	Allowing access to personal data only to those who require access for their job functions.
●	Reporting any known or suspected data security incidents promptly to the Help Desk, option 2 (see Legal & Compliance widget on the TRP Exchange for current international toll-free numbers).

Every associate and contingent worker is responsible for:

●	Applying the Privacy Principles to the collection, use, and sharing of personal data and following our policies, procedures and standards regarding privacy.

➢	Learn how to identify personal data and report any questions to the Global Privacy Office.
➢	Use and share personal data consistent with the purpose(s) for which it was collected.
➢	Ensure that personal data is accurate, relevant, and, where necessary, kept up to date.
➢	Secure personal data (paper and electronic) through appropriate security safeguards against risks such as loss, unauthorized access or use, destruction, modification, or unintended or inappropriate disclosure.
➢	Avoid accessing, collecting or storing personal data that is not necessary for your current job responsibilities.
➢	Dispose of personal data securely. For example; by using shredders or secured shred/recycle bins provided in offices or appropriate electronic erasure.
➢	Remember that personal data belongs to T. Rowe Price and may not be copied, transferred or otherwise removed without permission.

●	Using T. Rowe Price data and equipment appropriately and securely.

➢	Use T. Rowe Price data, systems and equipment for legitimate business purposes only and in accordance with applicable policies, guidelines and instructions.
➢	Use secure transmission protocols when sending personal data outside of T. Rowe Price (e.g., encrypted file transfers and not unencrypted emails or attachments).
➢	Limit internal access to personal data to those with a genuine “need to know,” and limit the amount of personal data to that which is necessary to accomplish the business purpose.

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➢	Do not install or use any unapproved software.
➢	Manage business applications on TRP computers and telecommunications devices in accordance with this Global Privacy Policy and any separate policies of Global Technology for a particular type of device or system.

●	Reporting known or suspected data security incidents.

➢	Report known or suspected data security incidents without delay to the Help Desk (Select option 2 on Help Desk menu) and also follow any internal reporting required within your business unit. Be alert for:

○	Suspicious activity related to a computer, network, or software application.
○	Potential or actual loss, misuse, improper access or modification of personal data.
○	The security of any system or device containing personal data has been compromised.
○	An incident in which personal data has been accessed, used or disclosed in violation of any applicable policy.
○	Once submitted, the incident will be investigated, and corrective actions implemented, as necessary or as appropriate.

●	Completing required training.

➢	Complete all required privacy and information security training.

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