Form POS AMI NATIONWIDE MUTUAL FUNDS

1940 Act File No. 811-08495

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 2022

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 290

(Check appropriate box or boxes)

 

 

NATIONWIDE MUTUAL FUNDS

(Exact Name of Registrant as Specified In Its Charter)

 

 

One Nationwide Plaza

Mail Code 05-02-210

Columbus, Ohio 43215

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code: (614) 435-5787

 

 

Send Copies of Communications to:

 

		PRUFESH R. MODHERA, ESQ.
ALLAN J. OSTER, ESQ.		STRADLEY RONON STEVENS & YOUNG, LLP
10 WEST NATIONWIDE BOULEVARD		2000 K STREET, N.W., SUITE 700
COLUMBUS, OH 43215		WASHINGTON, DC 20006
(Name and Address of Agent for Service)

 

 

 

 

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EXPLANATORY NOTE

This Registration Statement is filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, shares of beneficial interest of the Nationwide U.S. 130/30 Equity Portfolio (the “Fund”) are not being registered under the Securities Act of 1933, as amended (the “1933 Act”), because shares of the Fund will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. Only organizations or entities that are “accredited investors” within the meaning of Regulation D under the 1933 Act may make investments in the Fund. This Registration Statement is not an offer to sell, or a solicitation of an offer to buy, any shares of the Fund.

This Registration Statement relates only to the Fund and does not affect or incorporate by reference the currently effective Part A and Part B for the Registrant’s other series.

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EX-28.d.1.a

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

BETWEEN

NATIONWIDE FUND ADVISORS AND NATIONWIDE MUTUAL FUNDS

Effective May 1, 2007

Amended March 11, 2021*

 

Funds of the Trust		Advisory Fees
Nationwide Fund		0.54% on assets up to $250 million; 0.53% on assets of $250 million and more but less than $1 billion; 0.52% on assets of $1 billion and more but less than $2 billion; 0.495% on assets of $2 billion and more but less than $5 billion; and 0.47% on assets of $5 billion and more
Nationwide Mellon Dynamic U.S. Core Fund		0.45% on assets up to $5 billion; and 0.425% on assets of $5 billion and more
Nationwide Bond Fund		0.41% on assets up to $250 million; 0.385% on assets of $250 million and more but less than $1 billion; 0.36% on assets of $1 billion and more but less than $2 billion; 0.335% on assets of $2 billion and more but less than $5 billion; and 0.31% on assets of $5 billion and more
Nationwide Government Money Market Fund		0.30% on assets up to $1 billion; 0.28% on assets of $1 billion and more but less than $2 billion; 0.26% on assets of $2 billion and more but less than $5 billion; and 0.24% on assets of $5 billion and more
Nationwide S&P 500 Index Fund		0.125% on assets up to $1.5 billion; 0.105% on assets of $1.5 billion and more but less than $3 billion; and 0.095% on assets of $3 billion and more

 

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Funds of the Trust		Advisory Fees
Nationwide Small Cap Index Fund		0.19% on assets up to $1.5 billion; 0.17% on assets of $1.5 billion and more but less than $3 billion; and 0.16% on assets of $3 billion and more
Nationwide Mid Cap Market Index Fund		0.195% on assets up to $1.5 billion; 0.175% on assets of $1.5 billion and more but less than $3 billion; and 0.165% on assets of $3 billion and more
Nationwide International Index Fund		0.245% on assets up to $1.5 billion; 0.205% on assets of $1.5 billion and more but less than $3 billion; and 0.195% on assets of $3 billion and more
Nationwide Bond Index Fund		0.185% on assets up to $1.5 billion; 0.145% on assets of $1.5 billion and more but less than $3 billion; and 0.135% on assets of $3 billion and more
Nationwide Investor Destinations Aggressive Fund		0.13% of average daily net assets
Nationwide Investor Destinations Moderately Aggressive Fund		0.13% of average daily net assets
Nationwide Investor Destinations Moderate Fund		0.13% of average daily net assets
Nationwide Investor Destinations Moderately Conservative Fund		0.13% of average daily net assets
Nationwide Investor Destinations Conservative Fund		0.13% of average daily net assets
Nationwide American Century Small Cap Income Fund (formerly, Nationwide U.S. Small Cap Value Fund)		0.74% on assets up to $500 million; and 0.69% on assets of $500 million and more
Nationwide Small Company Growth Fund		0.84% on assets up to $500 million; and 0.79% on assets of $500 million and more

 

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Funds of the Trust		Advisory Fees
Nationwide Global Sustainable Equity Fund		0.75% on assets up to $250 million; 0.70% on assets of $250 million and more but less than $500 million; 0.68% on assets of $500 million and more but less than $1 billion; and 0.65% on assets of $1 billion and more
Nationwide Inflation-Protected Securities Fund		0.25% on assets up to $1 billion; and 0.23% on assets of $1 billion and more
Nationwide Core Plus Bond Fund		0.45% on assets up to $500 million; 0.425% on assets of $500 million and more but less than $1 billion; 0.40% on assets of $1 billion and more but less than $1.5 billion; and 0.39% on assets of $1.5 billion and more
Nationwide Bailard Cognitive Value Fund		0.75% on assets up to $500 million; and 0.70% on assets of $500 million and more
Nationwide Bailard International Equities Fund		0.75% on assets up to $1 billion; and 0.70% on assets of $1 billion and more
Nationwide Bailard Technology & Science Fund		0.75% on assets up to $500 million; 0.70% on assets of $500 million and more but less than $1 billion; and 0.65% on assets of $1 billion and more
Nationwide Geneva Mid Cap Growth Fund		0.65% on assets up to $250 million; 0.60% on assets of $250 million and more but less than $500 million; and 0.55% on assets of $500 million and more
Nationwide Geneva Small Cap Growth Fund		0.84% on assets up to $250 million; 0.79% on assets of $250 million and more but less than $500 million; and 0.74% on assets of $500 million and more
Nationwide Loomis Core Bond Fund		0.41% on assets up to $250 million; 0.385% on assets of $250 million and more but less than $1 billion; 0.36% on assets of $1 billion and more but less than $2 billion; 0.335% on assets of $2 billion and more but less than $5 billion; and 0.31% on assets of $5 billion and more

 

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Funds of the Trust		Advisory Fees
Nationwide Diamond Hill Large Cap Concentrated Fund		0.55% on assets up to $1 billion; 0.53% on assets of $1 billion and more but less than $2 billion; 0.51% on assets of $2 billion and more but less than $5 billion; 0.49% on assets of $5 billion and more
Nationwide Loomis Short Term Bond Fund		0.35% on assets up to $500 million; 0.34% on assets of $500 million and more but less than $1 billion; 0.325% on assets of $1 billion and more but less than $3 billion; 0.30% on assets of $3 billion and more but less than $5 billion; 0.285% on assets of $5 billion and more but less than $10 billion; and 0.275% on assets of $10 billion and more.
Nationwide WCM Focused Small Cap Fund		0.75% on assets up to $500 million; and 0.70% on assets of $500 million and more
Nationwide NYSE Arca Tech 100 Index Fund (formerly, Nationwide Ziegler NYSE Arca Tech 100 Index Fund)		0.448% on assets up to $50 million; 0.248% on assets of $50 million and more but less than $250 million; 0.198% on assets of $250 million and more but less than $500 million; and 0.148% on assets of $500 million and more

 

*	As approved by the Board of Trustees at its meeting held on March 8-10, 2021.

 

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IN WITNESS WHEREOF, the parties have executed this Amended Exhibit A on the day and year first written above.

 

 

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EX-28.d.3.a

EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

BETWEEN

NATIONWIDE FUND ADVISORS AND NATIONWIDE MUTUAL FUNDS

Effective September 18, 2015

As amended July 18, 2022*

 

Funds of the Trust		Advisory Fees
Nationwide Emerging Markets Debt Fund		0.70% of average daily net assets
Nationwide Amundi Global High Yield Fund		0.64% on assets up to $500 million; and 0.62% on assets of $500 million and more
Nationwide Amundi Strategic Income Fund		0.55% on assets up to $500 million; and 0.50% on assets of $500 million and more
Nationwide International Small Cap Fund		0.95% on assets up to $500 million; 0.925% on assets of $500 million and more but less than $1 billion; and 0.90% on assets of $1 billion and more
Nationwide Loomis All Cap Growth Fund		0.80% on assets up to $1 billion; and 0.775% on assets of $1 billion and more
Nationwide Multi-Cap Portfolio		0.23% on assets up to $1.5 billion; 0.21% on assets of $1.5 billion and more but less than $3 billion; and 0.19% on assets of $3 billion and more
Nationwide Janus Henderson Overseas Fund (formerly, Nationwide AllianzGI International Growth Fund)		0.70% on assets up to $200 million; 0.68% on assets of $200 million and more but less than $500 million; and 0.65% on assets of $500 million and more
Nationwide BNY Mellon Disciplined Value Fund		0.60% on assets up to $1 billion; and 0.575% on assets of $1 billion and more
Nationwide Bond Portfolio		0.265% on assets up to $500 million; 0.255% on assets of $500 million and more but less than $1 billion; and 0.245% on assets of $1 billion and more
Nationwide GQG US Quality Equity Fund		0.45% on assets up to $1 billion; and 0.42% on assets of $1 billion and more
Nationwide U.S. 130/30 Equity Portfolio		0.93% on assets up to $200 million; 0.73% on assets of $200 million and more but less than $500 million; and 0.68% on assets of $500 million and more

 

*	As approved at the Board of Trustees Meeting held on July 13, 2022.

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IN WITNESS WHEREOF, the parties have executed this Amended Exhibit A on the day and year first written above.

 

 

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EX-28.d.4.i.1

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

NATIONWIDE MUTUAL FUNDS,

NATIONWIDE FUND ADVISORS

AND WELLINGTON MANAGEMENT COMPANY LLP

Effective December 14, 2016

Amended effective as of June 1, 2022*

 

Funds of the Trust				Subadvisory Fees
Nationwide International Small Cap Fund				0.50% on all Subadviser Assets

 

*	As approved at the Board of Trustees Meeting held on June 14-15, 2022.

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

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

 

EX-28.d.4.k.1

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

NATIONWIDE MUTUAL FUNDS,

NATIONWIDE FUND ADVISORS

AND LOOMIS, SAYLES & COMPANY, LP

Effective May 5, 2017

Amended effective as of June 1, 2022^*

 

Funds of the Trust		Subadvisory Fees
Nationwide Loomis All Cap Growth Fund		0.425% on Subadviser Assets up to $500 million; and 0.400% on Subadviser Assets of $500 million and more

 

*	As approved at the Board of Trustees Meeting held on June 14-15, 2022.

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

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

 

EX-28.d.4.u.1

EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

NATIONWIDE MUTUAL FUNDS,

NATIONWIDE FUND ADVISORS

AND JANUS HENDERSON INVESTORS US LLC (f/k/a JANUS CAPITAL MANAGEMENT LLC)

Effective July 18, 2022*

 

Funds of the Trust		Subadvisory Fees
Nationwide Multi-Cap Portfolio		0.10% on all Subadviser Assets
Nationwide Janus Henderson Overseas Fund (formerly, Nationwide AllianzGI International Growth Fund)		0.35% on Subadviser Assets up to $200 million; 0.33% on Subadviser Assets of $200 million and more but less than $500 million; and 0.30% on Subadviser Assets of $500 million and more

 

*	As approved at the Board of Trustees Meeting held on July 13, 2022

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

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

 

EX-28.d.4.y

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into effective the 21^st day of July, 2022, by and among NATIONWIDE MUTUAL FUNDS (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the “Adviser”), a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and JACOBS LEVY EQUITY MANAGEMENT, INC., a corporation organized under the laws of the State of New Jersey (the “Subadviser”), and also registered under the Advisers Act.

W I T N E S S E T H:

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

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 18^th day of September, 2015 (the “Advisory Agreement”), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a “Fund”);

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

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

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

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

1. Appointment as Subadviser. The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the “Subadviser Assets”) subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement. The Subadviser hereby accepts such appointment and, in such capacity, agrees to be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.

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2. Duties of Subadviser.

(a) Investments. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund’s prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the “Prospectus”) and subject to the reasonable directions of the Adviser and the Trust’s Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser’s activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Fund’s or the Trust’s affairs.

(b) Compliance with Applicable Laws and Governing Documents. In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively) and with the reasonable instructions and directions received in writing from the Adviser or the Trustees of the Trust relating to this assignment and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and, if applicable, Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are

 

Aug 2021		2

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out of compliance with the diversification requirements under either Subchapter M or, if applicable, Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.

The Adviser will provide the Subadviser with reasonable advance notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trust’s Registration Statement on Form N-1A.

Except to the extent otherwise mandated by applicable law, temporary deviations from any rules, policies or restrictions governing the investment of the Subadviser Assets shall not be considered a violation of this Agreement if due to market fluctuations, client-directed flows, benchmark rebalancing/reconstitution, or other factors beyond the reasonable control of the Subadviser.

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

 

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The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.

(d) Agent. Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees upon request to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

(e) Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trust’s Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively “Brokers”) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust’s Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for the Fund’s account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for each Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting

 

Aug 2021		4

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

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

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

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

 

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

(h) Information Concerning Subadviser Assets and Subadviser. From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. Notwithstanding the foregoing, the Subadviser agrees to inform the Adviser promptly of any trade errors which are allocated to the Fund (resulting in either gains or losses to the Fund) and to remediate any such errors as soon as reasonably practicable. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or material changes in senior management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and in person on a less frequent basis as agreed upon by the parties.

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

(i) Custody Arrangements. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

 

Aug 2021		6

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(j) Valuation Assistance. The Subadviser shall not be responsible for the provision of administrative, custodial, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.

(k) Legal Proceedings. The Subadviser shall not act for, represent, or purport to bind the Trust, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or any such proceedings involving any security or investment currently or formerly held by the Fund, including, without limitation class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings (“Legal Matters”). The Subadviser does, however, agree that it will promptly notify the Adviser of any Legal Matters (of which it is aware) that Subadviser reasonably believes the Fund and the Adviser should consider pursuing. The Subadviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund and/or the Adviser may reasonably request. To the extent that the Subadviser is required to take part in any Legal Matter, whether by producing documents, testifying as a witness or otherwise, the Subadviser shall be reimbursed for reasonable legal costs and expenses in connection with such participation.

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

4. Expenses. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trust’s, the Fund’s or Adviser’s expenses, which shall include, but not be

 

Aug 2021		7

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limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

5. Compensation. For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund(s) on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7^th) business day following the end of each month, from the Adviser, calculated by the Adviser at an annual rate based on the Subadviser Assets’ average daily net assets.

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

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

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

(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “CEA”), with the Commodity Futures Trading Commission (the “CFTC”), or is not required to file such registration;

 

Aug 2021		8

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

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

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

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

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

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

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

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

 

Aug 2021		9

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

(f) The Trust has adopted policies and procedures to comply with applicable anti-money laundering and customer identification program requirements, and to the best of the Trust’s knowledge, (i) the Subadviser Assets are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country under a U.S. embargo enforced by Office of Foreign Assets Control (OFAC); (ii) the Subadviser Assets have not been and will not be derived from or related to any illegal activities, including but not limited to, money laundering activities or a country embargoed by the United States; and (iii) the proceeds from the Fund will not be used to finance any illegal activities;

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

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

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

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

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

 

Aug 2021		10

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

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

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

10. Liability and Indemnification.

(a) Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Sections 10(b) and 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

 

Aug 2021		11

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

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

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

11. Duration and Termination.

(a) Duration. Unless sooner terminated, this Agreement shall go into effect as to any Fund covered by this Agreement initially or at such later time as such Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement and shall remain in effect for an initial period of no more than two years that terminates on the second January 1st that occurs following the date thereof, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second January 1^st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trust’s Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or

 

Aug 2021		12

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(b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trust’s Trustees who are not ^“interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

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

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

(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or

(iii) By the Subadviser upon not less than 120 days’ written notice to the Adviser and the Trust.

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement. The Adviser shall provide prompt notice to the Subadviser of any termination of the Advisory Agreement.

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

13. Reference to Adviser and Subadviser.

(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.

 

Aug 2021		13

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(b) Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby consents to Subadviser’s use of the name of the Adviser on its client list and during one-on-one presentations. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

14. Amendment. This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

15. Confidentiality. Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:

(a) Authorized. The disclosing party has authorized such disclosure;

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

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

(d) Already Known. Such information already was known by the receiving party prior to disclosure of the information by the disclosing party;

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

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

 

Aug 2021		14

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In the event that a party is required to disclose confidential information hereunder to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, or pursuant to subsection (b) of this section 15, prior to any such disclosure, such party, where permitted by applicable law or regulation, with provide the disclosing party with prompt written notice of any such disclosure so that the disclosing party may seek a protective order or other appropriate remedy, provided, that, such notice shall not be required in the case of a routine regulatory examination.

To the extent such information does not belong to, constitute records of, or relate specifically to the Trust or Adviser, any investment recommendations and any information relating to the Subadviser’s business and/or operations, investment strategies, trading activity, investment performance, investment process, models and/or systems, and/or output and analysis related thereto, and any other proprietary information of the Subadviser (“Subadviser Proprietary Information”) that is supplied by Subadviser shall be treated as confidential. Neither the Trust nor the Adviser shall make use of Subadviser Proprietary Information without the consent of the Subadviser. Notwithstanding anything herein to the contrary, the Subadviser has no obligation to disclose Subadvisor Proprietary Information.

Each party will maintain and enforce safety and physical security procedures with respect to its access and maintenance of confidential information that (i) are at least equal to industry standards for such types of locations, (ii) are in accordance with reasonable policies in these regards, and (iii) provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of confidential information under this Agreement. Without limiting the generality of the foregoing, each party will take all reasonable measures to secure and defend its location and equipment against cyber-attacks, “hackers” and others, both internal and external, who may seek, without authorization, to modify or access its systems or the information found therein. Each party will periodically test or monitor its systems for potential significant areas where security could be breached. Each party will report to the other party promptly any breaches of security or unauthorized access to its systems that it detects or becomes aware of that would require notification to consumers and/or regulators, as may be required by applicable federal and/or state laws; provided that such notification shall only be required if the party has reason to believe that the other party has been or is likely to be impacted by such breach. Each party will use reasonable and diligent efforts to remedy such breach of security or unauthorized access in a timely manner.

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

 

(a)

If to the Subadviser:

Jacobs Levy Equity Management, Inc.

100 Campus Drive

P.O. Box 650

 

Aug 2021		15

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Florham Park, NJ 07932-0650

Attention: Kenneth Levy

Copy to: General Counsel

e-mail: [email protected]

copy to: [email protected]

 

(b)

If to the Adviser:

Nationwide Fund Advisors

One Nationwide Plaza

Mail Code 5-02-210R

Columbus, OH 43215

Attention: Legal Department

 

(c)

If to the Trust:

Nationwide Mutual Funds

One Nationwide Plaza

Mail Code 5-02-210R

Columbus, OH 43215

Attention: Legal Department

17. Jurisdiction. This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the “Delaware Courts”). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

 

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

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

20. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

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

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

23. Nationwide Mutual Funds and its Trustees. The terms “Nationwide Mutual Funds” and the “Trustees of Nationwide Mutual Funds” refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Agreement and Declaration of Trust made and dated as of October 28, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.

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

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

 

Aug 2021		17

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

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

 

 

Aug 2021		18

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EXHIBIT A

SUBADVISORY AGREEMENT

AMONG

NATIONWIDE MUTUAL FUNDS,

NATIONWIDE FUND ADVISORS

AND JACOBS LEVY EQUITY MANAGEMENT, INC.

Effective July 21, 2022*

 

Funds of the Trust		Subadvisory Fees
Nationwide U.S. 130/30 Equity Portfolio		0.50% on Aggregate Subadviser Assets† up to $200 million; 0.30% on Aggregate Subadviser Assets† of $200 million and more but less than $500 million; and 0.25% on Aggregate Subadviser Assets† of $500 million and more.

 

†

The term “Aggregate Subadviser Assets” shall mean the aggregate amount resulting from the combination of Subadviser Assets of the Nationwide U.S. 130/30 Equity Portfolio together with the Subadviser Assets (as defined in a Subadvisory Agreement among Nationwide Variable Insurance Trust, Nationwide Fund Advisors and Jacobs Levy Equity Management, Inc., dated September 13, 2019) of the NVIT U.S. 130/30 Equity Fund and the NVIT Jacobs Levy Large Cap Growth Fund, each a series of Nationwide Variable Insurance Trust.

*	As approved at the Board of Trustees Meeting held on June 14-15, 2022.

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

 

Aug 2021		19

---

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

 

 

Aug 2021		20

EX-28.e.1.a

Schedule A

Underwriting Agreement

between Nationwide Mutual Funds and

Nationwide Fund Distributors LLC

Effective May 1, 2007

Amended July 18, 2022*

Name of Fund

Nationwide Fund

Nationwide BNY Mellon Dynamic U.S. Core Fund (formerly, Nationwide Mellon Dynamic U.S. Core Fund)

Nationwide Bond Fund

Nationwide Government Money Market Fund

Nationwide S&P 500 Index Fund

Nationwide Small Cap Index Fund

Nationwide Mid Cap Market Index Fund

Nationwide International Index Fund

Nationwide Bond Index Fund

Nationwide Investor Destinations Aggressive Fund

Nationwide Investor Destinations Moderately Aggressive Fund

Nationwide Investor Destinations Moderate Fund

Nationwide Investor Destinations Moderately Conservative Fund

Nationwide Investor Destinations Conservative Fund

Nationwide Destination 2025 Fund

Nationwide Destination 2030 Fund

Nationwide Destination 2035 Fund

Nationwide Destination 2040 Fund

Nationwide Destination 2045 Fund

Nationwide Destination 2050 Fund

Nationwide Destination 2055 Fund

Nationwide Destination 2060 Fund

Nationwide Destination 2065 Fund

Nationwide Destination Retirement Fund

Nationwide American Century Small Cap Income Fund

Nationwide Small Company Growth Fund

Nationwide Global Sustainable Equity Fund

Nationwide Inflation-Protected Securities Fund

Nationwide BNY Mellon Core Plus Bond ESG Fund (formerly, Nationwide Core Plus Bond Fund)

Nationwide Bailard Cognitive Value Fund

Nationwide Bailard International Equities Fund

Nationwide Bailard Technology & Science Fund

Nationwide Geneva Mid Cap Growth Fund

Nationwide Geneva Small Cap Growth Fund

Nationwide Loomis Core Bond Fund

Nationwide Diamond Hill Large Cap Concentrated Fund

Nationwide Loomis Short Term Bond Fund

Nationwide WCM Focused Small Cap Fund

Nationwide NYSE Arca Tech 100 Index Fund

Nationwide Emerging Markets Debt Fund

---

Nationwide Amundi Global High Yield Fund

Nationwide Amundi Strategic Income Fund

Nationwide International Small Cap Fund

Nationwide Loomis All Cap Growth Fund

Nationwide Multi-Cap Portfolio

Nationwide Janus Henderson Overseas Fund (formerly, Nationwide AllianzGI International Growth Fund)

Nationwide BNY Mellon Disciplined Value Fund (formerly, Nationwide Mellon Disciplined Value Fund)

Nationwide Bond Portfolio

Nationwide GQG US Quality Equity Fund

Nationwide U.S. 130/30 Equity Portfolio

 

*	As approved by the Board of Trustees at its meeting held on June 14-15, 2022.

EX-28.g.1.e

EXECUTION COPY

AMENDMENT TO GLOBAL CUSTODY AGREEMENT

This Amendment (the “Amendment”) to the Global Custody Agreement, dated April 4, 2003, as amended (the “Agreement”) by and between JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as successor-in-interest to a previous J.P. Morgan entity, and NATIONWIDE MUTUAL FUNDS (the “Customer”), as successor-in-interest to Gartmore Mutual Funds, and on behalf of each Fund on the Fund List (each a “Fund”), is entered into by J.P. Morgan and the Customer, and is effective as of February 1, 2022 (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, the parties entered into the Agreement pursuant to which J.P. Morgan provides custody and related services to each Fund as more fully described therein; and

WHEREAS, J.P. Morgan and Customer wish to amend Schedule B (the “Fee Schedule”) of the Agreement as of the Effective Date.

NOW THEREFORE, in consideration of the mutual agreements herein contained, the receipt and legal sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1.

Definitions. Terms defined in the Agreement shall, save to the extent that the context otherwise required, bear the same respective meanings in this Amendment.

 

2.

Amendments. Effective as of the Effective Date, the Agreement shall be amended as follows:

 

(a)

Schedule B of the Agreement is deleted in its entirety, and hereby replaced with Schedule B of this Amendment.

 

(b)

Save as varied by this Amendment, the Agreement is confirmed and shall remain in full force and effect.

 

3.

Representations. Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the Effective Date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be, on the Effective Date of this Amendment.

 

4.

Entire Agreement. This Amendment and the Agreement, and any documents referred to in each of them, constitute the whole agreement among their subject matter and supersede and extinguish any other drafts, agreements, undertakings or representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Amendment are inconsistent, or in conflict, with any of the provisions of the Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as among the parties. This Amendment may only be amended in writing.

 

5.

Counterparts. This Amendment may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by all parties.

 

6.

Governing Law. This Amendment shall be construed in accordance with, and governed by, the laws of the State of New York, without regard to any conflict of law principles.

 

---

EXECUTION COPY

 

[ Signature page follows ]

---

EXECUTION COPY

 

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date above first written.

 

NATIONWIDE MUTUAL FUNDS						JPMORGAN CHASE BANK, N.A.
By:		/s/ Lee T. Cummings				By:		/s/ Carl Mehldau
Name:		Lee T. Cummings				Name:		Carl Mehldau
Title:		SVP				Title:		Vice President

---

EXECUTION COPY

 

Schedule B

Fee Schedule

Custody Fees

The basis point fee set forth in this section apply to the net asset value that the Client has instructed J.P. Morgan to hold or reflect on its accounting systems.

 

Fund Type		Safekeeping Basis Point Fee
Fund of Funds			0.10
Non-Fund of Funds			0.30

Custody Additional Notes and Methodologies

 

•

Repurchase agreement (Repo) transactions will be assessed as follows: (1) Bilateral Repo: (a) STP Fees apply for each on-leg and off-leg DvP/RvP trade settlements; and (b) Repo Transaction Post fee applies for the maintenance of the repo position on J.P. Morgan’s system. (2) Triparty Repo: (a) a Repo Transaction Post fee applies for each on-leg and off-leg transaction; and (b) a Free Cash Wire Receipt or Payment fee applies for the on-leg and off-leg transactions.

 

•

Exchange-traded options will be assessed as follows: (1) a Record Keeping-Only Transaction Post fee applies for the option transaction. (2) a Collateral Pledge fee applies for the pledge/un-pledge of the underlying equity.

 

•

Time Deposits will be assessed as follows: (1) a Record Keeping-Only Transaction Post fee applies for each on-leg and off-leg transactions. (2) a Free Cash Wire Receipt or Payment fee applies for the on-leg and off-leg transactions.

Agreement & Acknowledgement

 

A.	Fees and Expenses.

 

•

Fees. In consideration of the Services provided to Client under the Agreement, Client agrees to pay or cause to be paid to J.P. Morgan the fees set forth in this Fee Agreement. J.P. Morgan will present invoices monthly in arrears. Invoices will be payable within thirty (30) days of the date of the invoice. If the Client disputes an invoice, it shall nevertheless pay, on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. Fees included in this Fee Agreement are based upon information provided by Client, and where necessary, assumptions that J.P. Morgan believes to be reasonable are applied. All amounts set forth in this Fee Agreement are quoted in U.S. dollars.

 

•

Expenses. J.P. Morgan may charge the client for additional out-of-pocket expenses it incurs in the course of providing the Services.

 

B.	AutoFX. For pricing in respect of foreign exchange activity via J.P. Morgan’s custody FX platform, AutoFX, please refer to the separate pricing letter which will be provided to the client in the event that J.P. Morgan provides this service to clients.

---

EXECUTION COPY

 

AutoFX pricing letter/service will be provided to clients that avail services

 

C.

FX Conversion. Where costs are incurred in a currency other than client’s invoice base currency, or costs are based on a valuation of any of client’s securities in a currency other than client’s invoice base currency, J.P. Morgan will perform a foreign exchange calculation to determine such costs payable by the client. Such calculation will typically use the WM/Reuters spot rate (“Benchmark Rate”) for the relevant currency pair published at 4:00pm London time on the last business day of each calendar month for which client will be invoiced. However, the Benchmark Rate used in such calculation may change from time to time and J.P. Morgan will notify the client of such rate change.

 

D.

New Markets or Services. To the extent Client engages in a market or utilizes a service where fees are not stated in this Fee Agreement, J.P. Morgan will assess a standard rate for the relevant market or service to be determined by J.P. Morgan, unless an alternative pricing arrangement is agreed in writing between Client and J.P. Morgan. The relevant rate will be assessed commencing at the time the market or service is first engaged or utilized. Resultant charge will be detailed within Client’s invoice and the Fee Agreement will be deemed to include the rate for such market and/or service.

 

E.

Overdrafts. In the event that J.P. Morgan, in its sole discretion, provides an overdraft to Client, J.P. Morgan will charge interest at a rate to be determined by J.P. Morgan. For foreign overdrafts, including USD held offshore, overdraft rates vary by currency and by day, depending largely on market liquidity and prevailing overnight rates. For overdrafts held with JPMorgan Chase Bank, N.A. New York Branch, the USD overdraft rate is Effective Fed Funds + 200bps, subject to change.

 

F.

Earnings Credit Rate. In the event that J.P. Morgan, in its sole discretion, provides an Earnings Credit Rate program to Client, and the application of the Earnings Credit Rate program results in a positive number or Earnings Credit, the Earnings Credit may be used to offset fees accrued in Client’s account during the billing period, up to the amount of the Earnings Credit. Unused Earnings Credits are carried over from month to month during a calendar year and expire at the end of each calendar year. Unused Earnings Credits may not be applied to prior billing periods and cannot be converted into interest. Client should continuously monitor and adjust balances to ensure optimal use of available Earnings Credits by year-end.

 

G.

Customized Products. Any customized technology projects required to meet Client’s specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to Client based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is agreed in writing between Client and J.P. Morgan.

H.

Amendments. J.P. Morgan shall request a modification of the fees set forth in this Fee Agreement at any time if (a) if Client’s holdings, activities, or service requirements materially differ from the pricing assumptions used by J.P. Morgan in preparation of this Fee Agreement or (b) there is a change to the scope of services provided to Client under the Agreement. Both parties agree to negotiate the fee modification in good faith and will agree to any changes before they are applied to the fee schedule.

 

I.	Expiration. Unless executed by all parties, this Fee Agreement will expire within ninety (90) days of the date hereof.

 

J.

Term and Termination. The initial term of this Fee Agreement (the “Initial Term”) shall commence on the Effective Date and continue until the earlier of (i) five (5) years from the Effective Date, and (ii) the end date of the initial term in the Agreement. Following the Initial Term, this Fee Agreement shall continue; provided that, J.P. Morgan shall have the right to modify any of the fees set forth herein upon prior written notice to Client of at least ninety (90) days. Notwithstanding the foregoing, as to the Agreement, this Fee Agreement shall terminate upon termination of the Agreement and the payment in full of all fees, expenses and charges owing by Client under this Fee Agreement and/or the Agreement.

 

K.	Confidentiality. The terms and conditions contained herein are proprietary and confidential, and shall not be disclosed to third parties without express prior written consent by J.P. Morgan.

 

L.

Entire Agreement. This Fee Agreement, including any schedules, exhibits and annexes sets out the entire agreement between the parties in connection with the subject matter hereof, and this Fee Agreement supersedes any other agreement, statement or representation relating to fees for the Services, whether oral or written.

 

M.	Governing Law. As to the Agreement, this Fee Agreement shall be subject to the governing law and jurisdiction provisions set forth in the Agreement.

EX-28.g.1.f

AMENDMENT TO THE GLOBAL CUSTODY AGREEMENT

This Amendment (the “Amendment”) to the Global Custody Agreement dated April 4, 2003, as amended (the “Agreement”), by and between JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as successor-in-interest to a previous J.P. Morgan entity, and NATIONWIDE MUTUAL FUNDS (the “Customer”), as successor-in-interest to Gartmore Mutual Funds, and on behalf of each Fund on the Fund List (each a “Fund”), is entered into and made effective as of ___________, 2022 (the “Effective Date”) by J.P. Morgan and the Customer on behalf of each Fund.

W I T N E S S E T H:

WHEREAS, the parties entered into the Agreement pursuant to which J.P. Morgan was appointed to provide custodial and other services; and

WHEREAS, J.P. Morgan and Customer wish to revise and update the list of Funds of the Customer that are receiving services pursuant to the Agreement, as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, J.P. Morgan and Customer on behalf of each Fund hereby agree as follows:

 

1.

Amendments. The Agreement shall be amended as follows:

 

a.

The Agreement is amended to incorporate the Fund List, which is attached to this Amendment, and any reference to the Fund List in the Agreement shall mean the Fund List as attached to this Amendment, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Agreement.

 

b.

Save as varied by this Amendment, the Agreement is confirmed and shall remain in full force and effect.

 

2.

Miscellaneous.

 

a.

Capitalized terms not defined in this Amendment shall have the respective meanings set forth in the Agreement.

 

b.

Each party represents to the other parties that all representations contained in the Agreement are true and accurate as of the date of this Amendment, and that such representations are deemed to be given or repeated by each party, as the case may be on the date of this Amendment.

 

c.

This Amendment will be governed by and construed in accordance with the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws.

 

d.

This Amendment and the Agreement, and any documents referred to in each of them, constitute the complete understanding and agreement of the parties with respect to the subject matter hereof and supersede and extinguish any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such matter. If any of the provisions of this Amendment are inconsistent, or in conflict, with any of the provisions of the Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Amendment shall prevail as between the parties.

---

e.

This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Each party may enter into this Amendment by executing a counterpart and this Amendment shall not take effect until it has been executed by all parties.

[ Signature page follows ]

 

2

---

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives, effective as of the Effective Date.

 

NATIONWIDE MUTUAL FUNDS, on behalf of each Fund in the Funds List						JPMORGAN CHASE BANK, N.A.
By:						By:
		Name:						Name:
		Title:						Title:

 

3

---

FUND LIST

to

Global Custody Agreement, dated April 4, 2003

Fund Name

 

Nationwide Amundi Global High Yield Fund

Nationwide Amundi Strategic Income Fund

Nationwide Bailard Cognitive Value Fund

Nationwide Bailard International Equities Fund

Nationwide Bailard Technology & Science Fund

Nationwide Bond Fund

Nationwide Bond Index Fund

Nationwide BNY Mellon Core Plus Bond ESG Fund (f/k/a Nationwide Core Plus Bond Fund)

Nationwide Destination Retirement Fund

Nationwide Destination 2025 Fund

Nationwide Destination 2030 Fund

Nationwide Destination 2035 Fund

Nationwide Destination 2040 Fund

Nationwide Destination 2045 Fund

Nationwide Destination 2050 Fund

Nationwide Destination 2055 Fund

Nationwide Destination 2060 Fund

Nationwide Destination 2065 Fund

Nationwide Emerging Markets Debt Fund

Nationwide Fund

Nationwide Geneva Mid Cap Growth Fund

Nationwide Geneva Small Cap Growth Fund

Nationwide Global Sustainable Equity Fund

Nationwide Government Money Market Fund

Nationwide BNY Mellon Dynamic U.S. Core Fund (f/k/a Nationwide Mellon Dynamic U.S. Core Fund)

Nationwide Inflation-Protected Securities Fund

Nationwide International Index Fund

Nationwide International Small Cap Fund

Nationwide Investor Destinations Aggressive Fund

Nationwide Investor Destinations Conservative Fund

Nationwide Investor Destinations Moderate Fund

Nationwide Investor Destinations Moderately Aggressive Fund

Nationwide Investor Destinations Moderately Conservative Fund

Nationwide Diamond Hill Large Cap Concentrated Fund

Nationwide Loomis All Cap Growth Fund

Nationwide Loomis Core Bond Fund

Nationwide Loomis Short Term Bond Fund

Nationwide Mid Cap Market Index Fund

Nationwide Multi-Cap Portfolio

Nationwide S&P 500 Index Fund

Nationwide Small Cap Index Fund

Nationwide Small Company Growth Fund

 

4

---

Nationwide U.S. Small Cap Value Fund

Nationwide WCM Focused Small Cap Fund

Nationwide NYSE Arca Tech 100 Index Fund

Nationwide Janus Henderson Overseas Fund (f/k/a Nationwide AllianzGI International Growth Fund)

Nationwide BNY Mellon Disciplined Value Fund (f/k/a Nationwide Mellon Disciplined Value Fund)

Nationwide GQG US Quality Equity Fund

Nationwide Bond Portfolio

Nationwide U.S. 130/30 Equity Portfolio

 

5

EX-28.h.1.a

SCHEDULE C

Joint Fund Administration and Transfer Agency Agreement

Fee Schedule

Effective May 1, 2010

As amended September 1, 2012*

Additional Definitions

“Funds-of-Funds” means each of the NVIT Investor Destinations Funds, NMF Investor Destinations Funds, NVIT Cardinal Funds, NMF Cardinal Funds and any other similar-type funds.

“Sub-Administration Agreement” means the Sub-Administration Agreement between Nationwide Fund Management LLC and J.P. Morgan Investor Services Co. (now known as “J.P. Morgan Chase Bank, N.A.”) dated May 22, 2009 and effective August 24, 2009, as may be amended from time to time, and attached hereto as Exhibit A.

“Sub-Transfer Agency Agreement” means the Sub-Transfer Agency Agreement between Nationwide Fund Management LLC and U.S. Bancorp Fund Services, LLC dated September 1, 2012, as may be amended from time to time, and attached hereto as Exhibit B.

“Sub-Administrator” means J.P. Morgan Chase Bank, N.A., pursuant to the Sub-Administration Agreement.

“Sub-Transfer Agent” means U.S. Bancorp Fund Services, LLC, pursuant to the Sub-Transfer Agency Agreement.

Fees

In consideration for the provision of Services hereunder, each Fund shall pay to the Administrator and Transfer Agent an annual fee equal to the sum of Item I and Item II below:

 

Item I:

the amount payable by the Administrator and Transfer Agent to the Sub-Administrator and Sub-Transfer Agent in respect of each Fund, pursuant to the Sub-Administration Agreement and the Sub-Transfer Agency Agreement.

 

Item II:

an annual rate based on the combined average daily net assets of both Trusts (including Funds-of-Funds) as follows:

 

Combined net assets of NVIT and NMF		Fee as a Percentage of Net Assets
Up to $25 billion			0.025	%
$25 billion and more			0.02	%

Such fees shall be payable monthly in arrears. Each Fund will also be responsible for out-of-pocket expenses (including, but not limited to, the cost of the pricing services that the Administrator utilizes and any networking fees paid as out-of-pocket expenses) reasonably incurred by the Administrator and the Transfer Agent in providing services to such Fund. All fees and expenses shall be paid by the Funds to the Administrator on behalf of the Administrator and the Transfer Agent.

 

*	As approved at the December 11, 2012 meeting of the Board of Trustees.

---

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

 

EX-28.h.4.c

EXHIBIT A

TO THE EXPENSE LIMITATION AGREEMENT BETWEEN

NATIONWIDE MUTUAL FUNDS AND

NATIONWIDE FUND ADVISORS

Effective May 1, 2007

Amended July 18, 2022†*

 

Name of Fund/Class		Expense Limitation for Fund/Class
Nationwide Government Money Market Fund
Investor			0.59	%
Service Class‡			0.59	%
Class R6			0.59	%
Nationwide American Century Small Cap Income Fund
Class A			0.99	%
Class C			0.99	%
Class R6			0.99	%
Institutional Service Class			0.99	%

Each of the Asset Allocation Funds (Nationwide Investor Destinations Aggressive Fund, Nationwide Investor Destinations Moderately Aggressive Fund, Nationwide Investor Destinations Moderate Fund, Nationwide Investor Destinations Moderately Conservative Fund, Nationwide Investor Destinations Conservative Fund)

 

Class A			0.25	%
Class C			0.25	%
Class R			0.25	%
Service Class			0.25	%
Class R6			0.25	%
Institutional Service Class			0.25	%
Nationwide S&P 500 Index Fund
Class A			0.21	%
Class C			0.21	%
Class R			0.21	%
Class R6			0.21	%
Service Class			0.21	%
Institutional Service Class			0.21	%
Nationwide Small Cap Index Fund
Class A			0.28	%
Class C			0.28	%
Class R			0.28	%
Class R6			0.28	%
Institutional Service Class			0.28	%

---

Nationwide Mid Cap Market Index Fund
Class A			0.30	%
Class C			0.30	%
Class R			0.30	%
Class R6			0.30	%
Institutional Service Class			0.30	%
Nationwide International Index Fund
Class A			0.29	%
Class C			0.29	%
Class R			0.29	%
Class R6			0.29	%
Institutional Service Class			0.29	%
Nationwide Bond Index Fund
Class A			0.22	%
Class C			0.22	%
Class R			0.22	%
Class R6			0.22	%
Institutional Service Class			0.22	%
Nationwide Bond Fund
Class A			0.44	%
Class C			0.44	%
Class R			0.44	%
Class R6			0.44	%
Institutional Service Class			0.44	%
Nationwide BNY Mellon Dynamic U.S. Core Fund
(formerly, Nationwide Mellon Dynamic U.S. Core Fund)
Class A			0.50	%
Class C			0.50	%
Class R			0.50	%
Class R6			0.50	%
Eagle Class			0.50	%
Institutional Service Class			0.50	%
Nationwide Small Company Growth Fund
Class A			0.94	%
Institutional Service Class			0.94	%

---

Nationwide Global Sustainable Equity Fund
Class A			0.95	%
Class C			0.95	%
Class R6			0.95	%
Institutional Service Class			0.95	%
Nationwide Inflation-Protected Securities Fund
Class A			0.30	%
Class R6			0.30	%
Institutional Service Class			0.30	%
Nationwide BNY Mellon Core Plus Bond ESG Fund
(formerly, Nationwide Core Plus Bond Fund)
Class A			0.70	%
Class R6			0.70	%
Institutional Service Class			0.70	%
Nationwide Bailard Cognitive Value Fund
Class A			1.07	%
Class C			1.07	%
Class M			1.07	%
Class R6			1.07	%
Institutional Service Class			1.07	%
Nationwide Bailard International Equities Fund
Class A			1.10	%
Class C			1.10	%
Class M			1.10	%
Class R6			1.10	%
Institutional Service Class			1.10	%
Nationwide Bailard Technology & Science Fund
Class A			1.05	%
Class C			1.05	%
Class M			1.05	%
Class R6			1.05	%
Institutional Service Class			1.05	%
Nationwide Geneva Mid Cap Growth Fund
Class A			0.98	%
Class C			0.98	%
Class R6			0.98	%
Institutional Service Class			0.98	%

---

Nationwide Geneva Small Cap Growth Fund
Class A			1.22	%
Class C			1.22	%
Class R6			1.22	%
Institutional Service Class			1.22	%
Nationwide Loomis Core Bond Fund
Class A			0.65	%
Class C			0.65	%
Class R6			0.65	%
Institutional Service Class			0.65	%
Nationwide Diamond Hill Large Cap Concentrated Fund
Class A			0.60	%
Class C			0.60	%
Class R6			0.60	%
Institutional Service Class			0.60	%
Nationwide Loomis Short Term Bond Fund
Class A			0.45	%
Class C			0.45	%
Class R6			0.45	%
Institutional Service Class			0.45	%
Nationwide WCM Focused Small Cap Fund
Class A			0.80	%
Class C			0.80	%
Class R6			0.80	%
Institutional Service Class			0.80	%
Nationwide NYSE Arca Tech 100 Index Fund
Class A			0.68	%
Class C			0.68	%
Class R6			0.68	%
Institutional Service Class			0.68	%
Nationwide Emerging Markets Debt Fund
Class A			0.90	%
Class C			0.90	%
Class R6			0.90	%
Institutional Service Class			0.90	%

---

Nationwide Amundi Global High Yield Fund
Class A			0.70	%
Class C			0.70	%
Class R6			0.70	%
Institutional Service Class			0.70	%
Nationwide Amundi Strategic Income Fund
Class A			0.49	%
Class C			0.49	%
Class R6			0.49	%
Institutional Service Class			0.49	%
Nationwide International Small Cap Fund††
Class A			0.89	%
Class R6			0.89	%
Institutional Service Class			0.89	%
Nationwide Loomis All Cap Growth Fund††
Class A			0.82	%
Class R6			0.82	%
Eagle Class			0.82	%
Institutional Service Class			0.82	%
Nationwide Janus Henderson Overseas Fund
(formerly, Nationwide AllianzGI International Growth Fund)
Class A			0.72	%
Class R6			0.72	%
Institutional Service Class			0.72	%
Eagle Class			0.72	%
Nationwide BNY Mellon Disciplined Value Fund
(formerly, Nationwide Mellon Disciplined Value Fund)
Class A			0.66	%
Class K			0.66	%
Class R6			0.66	%
Institutional Service Class			0.66	%
Eagle Class			0.66	%

---

Nationwide GQG US Quality Equity Fund
Class A			0.49	%
Class R6			0.49	%
Institutional Service Class			0.49	%
Eagle Class			0.49	%
Nationwide U.S. 130/30 Equity Portfolio
Class R6			0.49	%

 

*	As approved by the Board of Trustees at its meeting held on June 14-15, 2022.

†	Effective through February 28, 2023.

††	Effective through May 31, 2023.

‡	With respect to the Service Class of the Nationwide Government Money Market Fund, effective until at least February 28, 2023, the Fund Operating Expenses shall be limited to 0.75% and shall include the Rule 12b-1 fees and fees paid pursuant to an Administrative Services Plan.

---

IN WITNESS WHEREOF, the parties have caused this Amended Exhibit A to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

 

EX-28.n

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended July 18, 2022*

WHEREAS, Nationwide Mutual Funds, a Delaware statutory trust (the “Trust”), is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the following have been designated as the series and classes of the Trust:

 

Series		Classes
Nationwide BNY Mellon Dynamic U.S. Core Fund		A, C, R, R6, Eagle, Institutional Service
Nationwide Fund		A, C, R, R6, Institutional Service
Nationwide Bond Fund		A, C, R, R6, Institutional Service
Nationwide Government Money Market Fund		Investor, Service, R6
Nationwide S&P 500 Index Fund		A, C, R, Service, R6, Institutional Service
Nationwide Small Cap Index Fund		A, C, R, R6, Institutional Service
Nationwide Mid Cap Market Index Fund		A, C, R, R6, Institutional Service
Nationwide International Index Fund		A, C, R, R6, Institutional Service
Nationwide Bond Index Fund		A, C, R, R6, Institutional Service
Nationwide Investor Destinations
Aggressive Fund		A, C, R, R6, Service, Institutional Service
Nationwide Investor Destinations
Moderately Aggressive Fund		A, C, R, R6, Service, Institutional Service
Nationwide Investor Destinations
Moderate Fund		A, C, R, R6, Service, Institutional Service
Nationwide Investor Destinations
Moderately Conservative Fund		A, C, R, R6, Service, Institutional Service
Nationwide Investor Destinations
Conservative Fund		A, C, R, R6, Service, Institutional Service
Nationwide Destination 2025 Fund		A, R, R6, Institutional Service
Nationwide Destination 2030 Fund		A, R, R6, Institutional Service
Nationwide Destination 2035 Fund		A, R, R6, Institutional Service
Nationwide Destination 2040 Fund		A, R, R6, Institutional Service
Nationwide Destination 2045 Fund		A, R, R6, Institutional Service
Nationwide Destination 2050 Fund		A, R, R6, Institutional Service
Nationwide Destination 2055 Fund		A, R, R6, Institutional Service
Nationwide Destination 2060 Fund		A, R, R6, Institutional Service
Nationwide Destination 2065 Fund		A, R, R6, Institutional Service
Nationwide Destination Retirement Fund		A, R, R6, Institutional Service
Nationwide American Century Small Cap Income Fund		A, C, R6, Institutional Service
Nationwide Small Company Growth Fund		A, Institutional Service

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NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended July 18, 2022*

 

Nationwide Global Sustainable Equity Fund		A, C, R6, Institutional Service
Nationwide Inflation-Protected Securities Fund		A, R6, Institutional Service
Nationwide BNY Mellon Core Plus Bond ESG Fund		A, R6, Institutional Service
Nationwide Bailard Cognitive Value Fund		A, C, R6, Institutional Service, M
Nationwide Bailard International Equities Fund		A, C, R6, Institutional Service, M
Nationwide Bailard Technology & Science Fund		A, C, R6, Institutional Service, M
Nationwide Geneva Mid Cap Growth Fund		A, C, R6, Institutional Service
Nationwide Geneva Small Cap Growth Fund		A, C, R6, Institutional Service
Nationwide Loomis Core Bond Fund		A, C, R6, Institutional Service
Nationwide Diamond Hill Large Cap Concentrated Fund		A, C, R6, Institutional Service
Nationwide Loomis Short Term Bond Fund		A, C, R6, Institutional Service
Nationwide WCM Focused Small Cap Fund		A, C, R6, Institutional Service
Nationwide NYSE Arca Tech 100 Index Fund		A, C, R6, Institutional Service
Nationwide Emerging Markets Debt Fund		A, C, R6, Institutional Service
Nationwide Amundi Global High Yield Fund		A, C, R6, Institutional Service
Nationwide Amundi Strategic Income Fund		A, C, R6, Institutional Service
Nationwide International Small Cap Fund		A, R6, Institutional Service
Nationwide Loomis All Cap Growth Fund		A, R6, Eagle, Institutional Service
Nationwide Multi-Cap Portfolio		R6
Nationwide Janus Henderson Overseas Fund		A, R6, Eagle, Institutional Service
Nationwide BNY Mellon Disciplined Value Fund		A, K, R6, Eagle, Institutional Service
Nationwide Bond Portfolio		R6
Nationwide GQG US Quality Equity Fund		A, R6, Eagle, Institutional Service
Nationwide U.S. 130/30 Equity Portfolio		R6

 

*	As most recently approved at the Board Meeting held on June 14-15, 2022.

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

---

Effective March 2, 2009

Amended July 18, 2022*

WHEREAS, Nationwide Fund Advisors (“NFA”) serves as investment adviser for each of the series;

WHEREAS, Nationwide Fund Distributors LLC serves as underwriter and Nationwide Fund Management LLC serves as fund administrator and transfer agent for the series of the Trust;

WHEREAS, the Trust has adopted a Distribution Plan (“12b-1 Plan”) under Rule 12b-1 of the 1940 Act providing for:

 

(1)	in the case of Class A shares of the Funds, fees of not more than 0.25% per annum of average net assets;

 

(2)	in the case of Class C shares of the Funds, fees of not more than 1.00% per annum of average net assets of which 0.25% per annum is considered a service fee;

 

(3)

in the case of the Service Class shares of the Nationwide Investor Destinations Aggressive Fund, Nationwide Investor Destinations Moderately Aggressive Fund, Nationwide Investor Destinations Moderate Fund, Nationwide Investor Destinations Moderately Conservative Fund, Nationwide Investor Destinations Conservative Fund, fees of not more than 0.25% per annum of average net assets;

 

(4)	in the case of the Service Class shares of the Nationwide S&P 500 Index Fund and the Nationwide Government Money Market Fund, fees of not more than 0.15% per annum of average net assets; and

 

(5)	in the case of Class R shares of the Funds, fees of not more than 0.50% per annum of average net assets of which 0.25% is considered a service fee. And

 

(6)	in the case of Class K shares of the Funds, fees of not more than 0.10% per annum of average net assets.

WHEREAS, the Trust has adopted an Administrative Services Plan providing for:

 

(1)	in the case of Class A, Class C, Class R, Institutional Service Class and Service Class shares of the Funds, fees of not more than 0.25% per annum of average net assets; and

 

(2)	in the case of Eagle Class shares of the Funds, fees of not more than 0.10% per annum of average net assets.

WHEREAS, the Trust has established a Multiple Class Distribution System enabling the Trust, as described in its prospectuses, to offer eligible investors the option of purchasing shares of its series with the following features (not all series offer each option):

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NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended July 18, 2022*

 

(1)

with a front-end sales load (which can vary among series and which is subject to certain reductions and waivers among groups of purchasers) and providing for a 12b-1 fee, an administrative services fee and under certain circumstances, a contingent deferred sales charge (“CDSC”) may be applicable for purchases sold without a sales charge and for which a finder’s fee is paid (the “Class A shares of the Funds”);

 

(2)	without a front-end load and subject to a CDSC (each of which may be subject to certain reductions and waivers among groups of purchasers), and providing for a 12b-1 fee and an administrative services fee (the “Class C shares of the Funds”);

 

(3)	without a front-end load or CDSC, but providing for a 12b-1 fee (the “Class K shares of the Funds”);

 

(4)	without a front-end load or CDSC, but providing for an administrative services fee (the “Institutional Service Class shares of the Funds”);

 

(5)	without a front-end load or CDSC, but providing for an administrative services fee (the “Eagle Class shares of the Funds”);

 

(6)	without a front-end load or CDSC, but providing for a 12b-1 fee and an administrative services fee (the “Service Class shares of the Funds);

 

(7)	without a front-end load or CDSC, 12b-1 fee, or administrative service fee (the “Class M shares of the Funds”);

 

(8)	without a front-end load or CDSC or 12b-1 fee, but with an administrative service fee (the “Investor Shares of the Government Money Market Fund”);

 

(9)	without a front-end load or CDSC, but providing for a 12b-1 fee and/or administrative services fee (the “Class R shares of the Funds”); and

 

(10)	without a front-end load or CDSC, 12b-1 fee, or administrative service fee (the “Class R6 shares of the Funds).

WHEREAS, Rule 18f-3 under the 1940 Act permits an open-end management investment company to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment company adopts a written plan setting forth the separate arrangements and expense allocation of each class and any related conversion features or exchange privileges;

NOW, THEREFORE, the Trust, wishing to be governed by Rule 18f-3 under the 1940 Act, hereby adopts this Rule 18f-3 Plan as follows:

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NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended July 18, 2022*

 

1.

Each class of shares of a series will represent interests in the same portfolio of investments of such series of the Trust, and be identical in all respects to each other class of that series, except as set forth below. The only differences among the various classes of shares of the series of the Trust will relate solely to (a) different distribution or service fee payments associated with any Rule 12b-1 Plan for a particular class of shares and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such Plan or any amendment thereto), which will be borne solely by shareholders of such class; and (b) different administrative service fees associated with any Administrative Services Plan; (c) different dedicated distribution channels; and (d) different Class Expenses, which will be limited to the following expenses as determined by the Trustees to be attributable to a specific class of shares: (i) transfer agency fees identified as being attributable to a specific class; (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxy statements to current shareholders of a specific class; (iii) Blue Sky notification and/or filing fees incurred by a class of shares; (iv) SEC registration fees incurred by a class; (v) expenses of administrative personnel and services as required to support the shareholders of a specific class; (vi) litigation or other legal expenses and audit or other accounting expenses relating solely to one class; (vii) Trustee fees or expenses incurred as a result of issues relating to one class; and (viii) shareholder meeting costs that relate to a specific class; (d) the voting rights related to any 12b-1 Plan affecting a specific class of shares or related to any other matter submitted to shareholders in which the interests of a Class differ from the interests of any other Class; (e) conversion features; (f) exchange privileges; and (g) class names or designations. Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be properly applied to one class of shares of a series of the Trust shall be so applied upon approval by a majority of the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust.

 

2.

Under the Multiple Class Distribution System, certain expenses may be attributable to the Trust, but not to a particular series or class thereof. All such expenses will be allocated among series based upon the relative aggregate net assets of such series. Expenses that are attributable to a particular series, but not to a particular class thereof, and income, realized gains and losses, and unrealized appreciation and depreciation will be allocated to each class based on its net asset value relative to the net asset value of the series if such series does not pay daily dividends and if the series does pay daily dividends on the basis of the settled shares method (as described in Rule 18f-3(c)(iii)). Notwithstanding the foregoing, the principal underwriter, the investment adviser or other provider of services to the Trust may waive or reimburse the expenses of a specific class or classes to the extent permitted under Rule 18f-3 under the 1940 Act and pursuant to any applicable ruling, procedure or regulation of the Internal Revenue Service.

---

NATIONWIDE MUTUAL FUNDS

RULE 18f-3 PLAN

Effective March 2, 2009

Amended July 18, 2022*

A class of shares may be permitted to bear expenses that are directly attributable to such class including: (a) any distribution/service fees associated with any Rule 12b-1 Plan for a particular class and any other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such plan or any amendment thereto); (b) any administrative services fees associated with any administrative services plan for a particular class and any other costs relating to implementing or amending such plan (including obtaining shareholder approval of such plan or any amendment thereto) attributable to such class; and (c) any Class Expenses determined by the Trustees to be attributable to such class.

 

3.

Class C shares of the series, other than shares purchased through reinvestment of a dividend or a distribution with respect to the Class C shares of the series, shall automatically convert to Class A shares of the same series during the month immediately following the month that is eight years after which the Class C shares of the series were purchased. Such conversion will be on the basis of the relative net asset values of each class without the imposition of any sales load, fee, or other charge. After the conversion, such shares will be Class A shares and will have all of the characteristics and rights of Class A shares of the same series. Shares purchased through the reinvestment of a dividend or a distribution with respect to the Class C shares of the series will be converted to Class A shares of the same series in the same proportion as the number of the shareholder’s Class C shares of the series converting to Class A shares of the same series bears to the shareholders total Class C shares of the series not acquired through dividends and distributions.

 

4.

To the extent exchanges are permitted, shares of any class of the Trust will be exchangeable with shares of the same class of another series of the Trust, or with money market fund shares of the Trust as described in the applicable prospectus. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act.

 

5.

Dividends and distributions paid by a series of the Trust as to each class of its shares, to the extent any dividends or distributions are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount for each such class, except that any distribution/service fees, administrative services fees, and Class Expenses allocated to a class will be borne exclusively by that class and will be taken into account in determining the amount of dividends and distributions paid with respect to that class.

 

6.	Any distribution arrangement of the Trust, including distribution fees and front-end and deferred sales loads, will comply with Section 2341 of the Rules of the Financial Industry Regulatory Authority, Inc.

 

7.	The initial adoption of, and all material amendments, to this 18f-3 Plan must be approved by a majority of the members of the Trust’s Trustees, including a majority of the Board members who are not “interested persons” (as defined in the 1940 Act) of the Trust.

---

8.

Prior to the initial adoption of, and any material amendments to, this 18f-3 Plan, the Trust’s Trustees shall request and evaluate, and any agreement relating to a class arrangement shall require the parties thereto to furnish, such information as may be reasonably necessary to evaluate the 18f-3 Plan.

EX-28.p.23

GOLDMAN SACHS & CO. LLC

GOLDMAN SACHS INTERNATIONAL

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL

GOLDMAN SACHS HEDGE FUND STRATEGIES LLC

GS INVESTMENT STRATEGIES, LLC

GSAM STABLE VALUE, LLC

APTITUDE INVESTMENT MANAGEMENT, L.P.

ROCATON INVESTMENT ADVISERS, LLC

GSAM STRATEGIST PORTFOLIOS, LLC.

GOLDMAN SACHS INVESTMENT STRATEGIES CANADA INC.

CODE OF ETHICS

Effective Date: August 29, 2019

Revision History

 

I.	DEFINITIONS

 

A.

“Access Person” with respect to Goldman Sachs & Co. LLC (“GS&Co.”) and Goldman Sachs International (“GSI”) the principal underwriters of any Investment Company (as defined below), means any director, officer or general partner who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by any Investment Company or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Company regarding the purchase or sale of Covered Securities.

“Access Person” with respect to Goldman Sachs Asset Management, L.P. and GSAM related entities other than GS&Co. and GSI (“GSAM”) means any of their Supervised Persons (as defined below) who: (1) has access to (a) non-public information regarding any client’s purchase or sale of securities, or (b) non-public information regarding the portfolio holdings of any Reportable Fund (as defined below) or (2) is involved in making securities recommendations to clients or who has access to such recommendations that are non-public. For these purposes, all GSAM directors, officers and partners are considered to be Access Persons. In addition, “Access Person” means (1) any employee of GSAM (and any director, officer, general partner or employee of any company in a control relationship to GSAM) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security by an Investment Company, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to the Adviser who obtains information concerning the recommendations made to an Investment Company with regard to the purchase or sale of a Covered Security by an Investment Company.

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B.

“Adviser” means each GSAM related entity so long as it serves as investment adviser, sub-adviser, or principal underwriter to any Investment Company.

 

C.

“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.

 

D.

“Beneficial Ownership” of a security shall be interpreted in the same manner as it would be under Rule 16a-1 (a) (2) under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

 

E.

“Board of Trustees” means the board of trustees, directors or managers, including a majority of the disinterested trustees/directors/managers, of any Investment Company for which an Adviser serves as an investment adviser, sub-adviser or principal underwriter.

 

F.

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

 

G.

“Covered Security” means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) or Section 2(a)(36) of the Investment Company Act, and open-end ETF shares and UIT ETF shares, except that it does not include: (1) direct obligations of the Government of the United States; (2) banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is in one of the two highest rating categories of a nationally recognized statistical rating organization), including repurchase agreements; (3) shares issued by money market funds registered under the Investment Company Act; (4) shares issued by open-end investment companies registered under the Investment Company Act other than Reportable Funds; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies registered under the Investment Company Act, none of which are Reportable Funds (6) qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986 (“529 Plans”), including interests in pre-paid tuition 529 plans and college savings 529 plans.

---

H.

“Exchange-traded fund (ETF)” means an investment company registered under the Investment Company Act as a unit investment trust (“UIT ETF”) or as an open-end investment company (“open-end ETF”) that is comprised of a basket of securities to replicate a securities index or subset of securities underlying an index. ETFs are traded on securities exchanges and in the over-the-counter markets intra-day at negotiated prices.

 

I.

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

 

J.

“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.

 

K.

“Investment Company” means a company registered as such under the Investment Company Act, or any series thereof, for which the Adviser is the investment adviser, sub-adviser or principal underwriter.

 

L.

“Investment Personnel” of the Adviser means (i) any employee of the Adviser (or of any company in a control relationship to the 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 an Investment Company or (ii) any natural person who controls the Adviser and who obtains information concerning recommendations made to an Investment Company regarding the purchase or sale of securities by an Investment Company.

 

M.

A “Limited Offering” 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 Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.

 

N.

“Purchase or sale of Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security or any security that is exchangeable for or convertible into another Covered Security.

 

O.

“Reportable Fund” means any investment company registered under the Investment Company Act for which the Adviser serves as an investment adviser as defined in Section 2(a)(20) of the Investment Company Act or any investment company registered under the Investment Company Act whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser or is under common control with the Adviser.

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P.

“Review Officer” means the officer of the Adviser designated from time to time by the Adviser to receive and review reports of purchases and sales by Access Persons. The term “Alternative Review Officer” means the officer of the Adviser designated from time to time by the Adviser to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer. It is recognized that a different Review Officer and Alternative Review Officer may be designated with respect to each Adviser.

 

Q.

“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of GSAM or other person who provides investment advice on behalf of GSAM and is subject to the supervision and control of GSAM.

 

R.

A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. With respect to an analyst of the Adviser, the foregoing period shall commence on the day that he or she decides to recommend the purchase or sale of the security to the Adviser for an Investment Company.

 

S.

A security is “held or to be acquired” if within the most recent 15 days it (1) is or has been held by the Investment Company, or (2) is being or has been considered by the Adviser for purchase by the Investment Company, and (3) includes any option to purchase or sell and any security convertible into or exchangeable for a security described in (1) or (2).

 

II.	LEGAL REQUIREMENTS

Section 17(j) of the Investment Company Act provides, among other things, that it is unlawful for any affiliated person of the Adviser to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such affiliated person of any security held or to be acquired by an Investment Company in contravention of such rules and regulations as the Commission may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative.

Pursuant to Section 17(j), the Commission has adopted Rule 17j-1 which provides, among other things, that it is unlawful for any affiliated person of the Adviser in connection with the purchase or sale, directly or indirectly, by such person of a Covered Security held or to be acquired by an Investment Company:

 

(1)

To employ any device, scheme or artifice to defraud such Investment Company;

 

(2)

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

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(3)

To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any such Investment Company; or

 

(4)

To engage in any manipulative practice with respect to such Investment Company.

Similarly, Section 206 of the Investment Advisers Act provides that it is unlawful for any investment adviser, directly or indirectly:

 

(1)

To employ any device, scheme or artifice to defraud any client or prospective client;

 

(2)

To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client; or

 

(3)

To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative.

In addition, Section 204A of the Investment Advisers Act requires the Adviser to establish written policies and procedures reasonably designed to prevent the misuse in violation of the Investment Advisers Act or Securities Exchange Act or rules or regulations thereunder of material, non-public information by the Adviser or any person associated with the Adviser. Pursuant to Section 204A, the Commission has adopted Rule 204A-1 which requires the Adviser to maintain and enforce a written code of ethics.

 

III.	STATEMENT OF POLICY

It is the policy of the Adviser that the Adviser and its Supervised Persons shall comply with applicable Federal Securities Laws and that no Supervised Person shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1 under the Investment Company Act or Sections 204 and 206 of the Investment Advisers Act. No Supervised Person shall engage in, or permit anyone within his or her control to engage in, any act, practice or course of conduct which would operate as a fraud or deceit upon, or constitute a manipulative practice with respect to, an Investment Company or other investment advisory clients or an issuer of any security owned by an Investment Company or other investment advisory clients. In addition, the fundamental position of the Adviser is, and has been, that each Access Person shall place at all times the interests of each Investment Company and its shareholders and all other investment advisory clients first in conducting personal securities transactions. Accordingly, private securities transactions by Access Persons of the Adviser must be conducted in a manner consistent with this Code and so as to avoid any actual or potential conflict of interest or any abuse of an Access Person’s position of trust and responsibility. Further, Access Persons should not take inappropriate advantage of their positions with, or relationship to, any Investment Company, any other investment advisory client, the Adviser or any affiliated company.

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Without limiting in any manner the fiduciary duty owed by Access Persons to the Investment Companies under the provisions of this Code, it should be noted that purchases and sales may be made by Access Persons in the marketplace of securities owned by the Investment Companies; provided, however, that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in, this Code. Such personal securities transactions should also be made in amounts consistent with the normal investment practice of the person involved and with an investment, rather than a trading, outlook. Not only does this policy encourage investment freedom and result in investment experience, but it also fosters a continuing personal interest in such investments by those responsible for the continuous supervision of the Investment Companies’ portfolios. It is also evidence of confidence in the investments made. In making personal investment decisions with respect to any security, however, extreme care must be exercised by Access Persons to ensure that the prohibitions of this Code are not violated. Further, personal investing by an Access Person should be conducted in such a manner so as to eliminate the possibility that the Access Person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of an Investment Company’s or other investment advisory client’s portfolio. It bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate from scrutiny personal securities transactions which show a pattern of abuse by an Access Person of his or her fiduciary duty to any Investment Company or other investment advisory clients.

Every Supervised Person shall promptly report any violation of this Code of Ethics to the Adviser’s chief compliance officer and the Review Officer.

 

IV.	EXEMPTED TRANSACTIONS

The Statement of Policy set forth above shall be deemed not to be violated by and the prohibitions of Section V.A(1) and (2) of this Code shall not apply to:

 

A.

Purchases or sales of securities effected for, or held in, any account over which the Access Person has no direct or indirect influence or control;

 

B.

Purchases or sales of securities which are not eligible for purchase or sale by an Investment Company or other investment advisory clients;

 

C.

Purchases or sales of securities which are non-volitional on the part of the Access Person, an Investment Company or other investment advisory clients;

 

D.

Purchases or sales of securities which are part of an Automatic Investment Plan provided that no adjustment is made by the Access Person to the rate at which securities are purchased or sold, as the case may be, under such a plan during any period in which the security is being considered for purchase or sale by an Investment Company or other investment advisory clients;

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E.

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

 

F.

Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class;

 

G.

Purchases or sales of publicly-traded shares of companies that have a market capitalization in excess of $5 billion;

 

H.

Chief Investment Officer (“CIO”) signature approved de minimis per day purchases or sales ($50,000 or less) of publicly traded shares of companies that have a 10-day average daily trading volume of at least $1 million, subject to the following additional parameters:

 

(1)

Access Persons must submit a current (same day) printout of a Yahoo Finance, Bridge or Bloomberg (or similar service) screen with the minimum 10-day average daily trading volume information indicated;

 

(2)

No Access Person (together with related accounts) may own more than 1⁄2 of 1% of the outstanding securities of an issuer;

 

(3)

Multiple trades of up to $50,000 on different days are permitted so long as each day the trade is approved; and

 

(4)

A security purchased pursuant to this exemption must be held for a minimum of 360 days prior to sale unless it appears on the Adviser’s “$5 billion” Self Pre-Clearance Securities List or normal pre-clearance pursuant to Section VII of this Code is obtained, in which case the security must be held for at least 30 days prior to sale.

 

I.

Purchases or sales of securities with respect to which neither an Access Person, nor any member of his or her immediate family as defined in Rule 16a-1(c) under the Exchange Act, has any direct or indirect influence, control or prior knowledge, which purchases or sales are effected for, or held in, a “blind account.” For this purpose, a “blind account” is an account over which an investment adviser exercises full investment discretion (subject to account guidelines) and does not consult with or seek the approval of the Access Person, or any member of his or her immediate family, with respect to such purchases and sales; and

 

J.

Other purchases or sales which, due to factors determined by the Adviser, only remotely potentially impact the interests of an Investment Company or other investment advisory clients because the securities transaction involves a small number of shares of an issuer with a large market capitalization and high average daily trading volume or would otherwise be very unlikely to affect a highly institutional market.

---

K.

Transactions within a 529 Plan

 

V.	PROHIBITED PURCHASES AND SALES

 

A.

While the scope of actions which may violate the Statement of Policy set forth above cannot be exactly defined, such actions would always include at least the following prohibited activities:

 

(1)

No Access Person shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale the Covered Security:

 

(i)

is being considered for purchase or sale by an Investment Company or other investment advisory clients; or

 

(ii)

is being purchased or sold by an Investment Company or other investment advisory clients.

 

(2)

No Access Person shall enter an order for the purchase or sale of a Covered Security which an Investment Company or other investment advisory clients is purchasing or selling or considering for purchase or sale until the later of (i) the day after the Investment Company’s or other investment advisory clients’ transaction in that Covered Security is completed or (ii) such time as the Investment Company or other investment advisory clients is no longer considering the security for purchase or sale, unless the Review Officer determines that it is clear that, in view of the nature of the Covered Security and the market for such Covered Security, the order of the Access Person will not adversely affect the price paid or received by the Investment Company or other investment advisory clients. Any securities transactions by an Access Person in violation of this Subsection 2 must be unwound, if possible, and the profits, if any, will be subject to disgorgement based on the assessment of the appropriate remedy as determined by the Adviser.

The preceding restrictions of this Section V.A(2) are not applicable to particular Access Persons with respect to transactions by Investment Companies or other advisory clients whose trading and holdings information is unavailable to such Access Persons due to the presence of an information barrier. Access Persons in GSAM’s AIMS group for example, are generally “walled off” from non-public trading and holdings information of GSAM’s direct investing businesses, such as GSAM’s Fixed Income or Fundamental Equity business. As a result, these Access Persons would not be subject to the restrictions of Section V.A(2) with respect to those particular client accounts.

---

(3)

No Access Person shall, in the absence of prior approval by the Review Officer, sell any Covered Security that was purchased, or purchase a Covered Security that was sold, within the prior 30 calendar days (measured on a last-in first-out basis).

 

B.

In addition to the foregoing, the following provisions will apply to Access Persons of the Adviser:

 

(1)

No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of an Investment Company or other investment advisory clients) any information regarding securities transactions by an Investment Company or other investment advisory clients or consideration by an Investment Company or other investment advisory clients or the Adviser of any such securities transaction.

 

(2)

Access Persons must, as a regulatory requirement and as a requirement of this Code, obtain prior approval before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering. In addition, Access Persons must comply with any additional restrictions or prohibitions that may be adopted by the Adviser from time to time.

 

C.

In addition to the foregoing, the following provision will apply to Investment Personnel of the Adviser:

 

(1)

No Investment Personnel shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Review Officer that the board service would be consistent with the interests of the Investment Companies and their shareholders or other investment advisory clients. Such interested Investment Personnel may not participate in the decision for any Investment Company or other investment advisory clients to purchase and sell securities of such company.

 

VI.	BROKERAGE ACCOUNTS

Access Persons are required to direct their brokers to supply for the Review Officer on a timely basis duplicate copies of confirmations of all securities transactions in which the Access Person has a beneficial ownership interest and related periodic statements, whether or not one of the exemptions listed in Section IV applies. If an Access Person is unable to arrange for duplicate copies of confirmations and periodic account statements to be sent to the Review Officer, he or she must immediately notify the Review Officer.

---

VII.	PRECLEARANCE PROCEDURE

With such exceptions and conditions as the Adviser deems to be appropriate from time to time and consistent with the purposes of this Code (for example, exceptions based on an issuer’s market capitalization, the amount of public trading activity in a security, the size of a particular transaction or other factors), prior to effecting any securities transactions in which an Access Person has a beneficial ownership interest, the Access Person must receive approval by the Adviser. Any approval is valid only for such number of day(s) as may be determined from time to time by the Adviser. If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction.

The Adviser will decide whether to approve a personal securities transaction for an Access Person after considering the specific restrictions and limitations set forth in, and the spirit of, this Code of Ethics, including whether the security at issue is being considered for purchase or sale for an Investment Company or other investment advisory clients (taking into account the Access Person’s access to information regarding the transactions and holdings of such Investment Company or other investment advisory client). The Adviser is not required to give any explanation for refusing to approve a securities transaction.

 

VIII.

REPORTING

 

A.

Every Access Person shall report to the Review Officer the information: (1) described in Section VIII-C of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership in the Covered Security, and (2) described in Sections VIII-D or VIII-E of this Code with respect to securities holdings beneficially owned by the Access Person.

 

B.

Notwithstanding Section VIII-A of this Code, an Access Person need not make a report to the extent the information in the report would duplicate information recorded pursuant to Rule 204-2(a)(13) under the Investment Advisers Act or if the report would duplicate information contained in broker trade confirmations or account statements so long as the Adviser receives confirmations or statements no later than 30 days after the end of the applicable calendar quarter. The quarterly transaction reports required under Section VIII-A(1) shall be deemed made with respect to (1) any account where the Access Person has made provision for transmittal of all daily trading information regarding the account to be delivered to the designated Review Officer for his or her review or (2) any account maintained with the Adviser or an affiliate. With respect to Investment Companies for which the Adviser does not act as investment adviser or sub-adviser, reports required to be furnished by officers and trustees or managers of such Investment Companies who are Access Persons of the Adviser must be made under Section VIII-C of this Code and furnished to the designated review officer of the relevant investment adviser.

---

C.

Quarterly Transaction and New Account Reports. Unless quarterly transaction reports are deemed to have been made under Section VIII-B of this Code, every quarterly transaction report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

 

(1)

The date of the transaction, the title, and as applicable the exchange ticker or CUSIP number, the interest rate and maturity date, class and the number of shares, 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 whom the transaction was effected;

 

(5)

The date that the report was submitted by the Access Person; and

 

(6)

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

 

(a)

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

 

(b)

The date the account was established; and

 

(c)

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

 

D.

Initial Holdings Reports. No later than 10 days after becoming an Access Person, each Access Person must submit a report containing the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

 

(1)

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

 

(2)

The name of any broker, dealer or bank with which the Access Person maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of the Access Person; and

---

(3)

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

 

E.

Annual Holdings Reports. On an annual basis, every Access Person shall submit the following information (which information must be current as of a date no more than 45 days before the report is submitted):

 

(1)

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

 

(2)

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of the Access Person; and

 

(3)

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

 

F.

These reporting requirements shall apply whether or not one of the exemptions listed in Section IV applies except that: (1) an Access Person shall not be required to make a report with respect to securities transactions effected for, and any Covered Securities held in, any account over which such Access Person does not have any direct or indirect influence or control; and (2) an Access Person need not make a quarterly transaction report with respect to the transactions effected pursuant to an Automatic Investment Plan or a 529 Plan.

 

G.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that (1) he or she has or had any direct or indirect beneficial ownership in the Covered Security to which the report relates (a “Subject Security”) or (2) he or she knew or should have known that the Subject Security was being purchased or sold, or considered for purchase or sale, by an Investment Company or other investment advisory clients on the same day.

 

IX.	APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF ETHICS

The Board of Trustees of each Investment Company shall approve this Code of Ethics. Any material amendments to this Code of Ethics must be approved by the Board of Trustees of each Investment Company no later than six months after the adoption of the material change. Before their approval of this Code of Ethics and any material amendments hereto, the Adviser shall provide a certification to the Board of Trustees of each such Investment Company that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

---

X.	ANNUAL CERTIFICATION OF COMPLIANCE

Each Supervised Person shall certify to the Review Officer annually on the form annexed hereto as Form A that he or she (A) has read and understands this Code of Ethics and any procedures that are adopted by the Adviser relating to this Code, and recognizes that he or she is subject thereto; (B) has complied with the requirements of this Code of Ethics and such procedures; and (C) if an Access Person, has disclosed or reported all personal securities transactions and beneficial holdings in Covered Securities required to be disclosed or reported pursuant to the requirements of this Code of Ethics and any related procedures.

 

XI.	CONFIDENTIALITY

All reports of securities transactions, holding reports and any other information filed with the Adviser pursuant to this Code shall be treated as confidential, except that reports of securities transactions and holdings reports hereunder will be made available to the Investment Companies and to the Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation or to the extent the Adviser considers necessary or advisable in cooperating with an investigation or inquiry by the Commission or any other regulatory or self-regulatory organization.

 

XII.	REVIEW OF REPORTS

 

A.

The Review Officer shall be responsible for the review of the quarterly transaction reports required under VIII-C, and the initial and annual holdings reports required under Sections VIII-D and VIII-E, respectively, of this Code of Ethics. In connection with the review of these reports, the Review Officer or the Alternative Review Officer shall take appropriate measures to determine whether each reporting person has complied with the provisions of this Code of Ethics and any related procedures adopted by the Adviser. Any violations of the Code of Ethics shall be reported promptly to the Adviser’s chief compliance officer by the Review Officer, or Alternate Review Officer, as applicable.

 

B.

On an annual basis, the Review Officer shall prepare for the Board of Trustees of each Investment Company and the Board of Trustees of each Investment Company shall consider:

 

(1)

A report which describes any issues arising under this Code or any related procedures adopted by the Adviser including without limitation information about material violations of the Code and sanctions imposed in response to material violations. An Alternative Review Officer shall prepare reports with respect to compliance by the Review Officer;

 

(2)

A report identifying any recommended changes to existing restrictions or procedures based upon the Adviser’s experience under this Code, evolving industry practices and developments in applicable laws or regulations; and

---

(3)

A report certifying to the Board of Trustees that the Adviser has adopted procedures that are reasonably necessary to prevent Access Persons from violating this Code of Ethics.

 

XIII.

SANCTIONS

Upon discovering a violation of this Code, the Adviser may impose such sanction(s) as it deems appropriate, including, among other things, a letter of censure, suspension or termination of the employment of the violator and/or restitution to the affected Investment Company or other investment advisory client of an amount equal to the advantage that the offending person gained by reason of such violation. In addition, as part of any sanction, the Adviser may require the Access Person or other individual involved to reverse the trade(s) at issue and forfeit any profit or absorb any loss from the trade. It is noted that violations of this Code may also result in criminal prosecution or civil action. All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the Board of Trustees of the Investment Company with respect to whose securities the violation occurred.

 

XIV.	INTERPRETATION OF PROVISIONS

The Adviser may from time to time adopt such interpretations of this Code as it deems appropriate.

 

XV.	IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL; ADDITIONAL DISTRIBUTION TO SUPERVISED PERSONS

The Adviser shall identify all persons who are considered to be Access Persons and Investment Personnel, and shall inform such persons of their respective duties and provide them with copies of this Code and any related procedures or amendments to this Code adopted by the Adviser. In addition, all Supervised Persons shall be provided with a copy of this Code and all amendments. All Supervised Persons (including Access Persons) shall provide the Review Officer with a written acknowledgment of their receipt of the Code and any amendments.

 

XVI.	EXCEPTIONS TO THE CODE

Although exceptions to the Code will rarely, if ever, be granted, a designated Officer of the Adviser, after consultation with the Review Officer, may make exceptions on a case by case basis, from any of the provisions of this Code upon a determination that the conduct at issue involves a negligible opportunity for abuse or otherwise merits an exception from the Code. All such exceptions must be received in writing by the person requesting the exception before becoming effective. The Review Officer shall report any exception to the Board of Trustees of the Investment Company with respect to which the exception applies at its next regularly scheduled Board meeting.

---

XVII.

RECORDS

The Adviser shall maintain records in the manner and to the extent set forth below, which records may be maintained using micrographic or electronic storage medium under the conditions described in Rule 204-2(g) of the Investment Advisers Act and Rule 31a-2(f)(1) and Rule 17j-1 under the Investment Company Act, and shall be available for examination by representatives of the Commission.

 

A.

A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved for a period of not less than five years in an easily accessible place;

 

B.

A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

 

C.

A copy of each initial holdings report, annual holdings report and quarterly transaction report made by an Access Person pursuant to this Code (including any brokerage confirmation or account statements provided in lieu of the reports) shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;

 

D.

A record of the names of all persons who are, or within the past five years have been, required to make initial holdings, annual holdings or quarterly transaction reports pursuant to this Code shall be maintained in an easily accessible place;

 

E.

A record of all written acknowledgements for each person who is currently, or within the past five years was, required to acknowledge their receipt of this Code and any amendments thereto. All acknowledgements for a person must be kept for the period such person is a Supervised Person of the Adviser and until five years after the person ceases to be a Supervised Person of the Adviser.

 

F.

A record of the names of all persons, currently or within the past five years who are or were responsible for reviewing initial holdings, annual holdings or quarterly transaction reports shall be maintained in an easily accessible place;

 

G.

A record of any decision and the reason supporting the decision to approve the acquisition by Access Person of Initial Public Offerings and Limited Offerings shall be maintained for at least five years after the end of the fiscal year in which the approval is granted; and

 

H.

A copy of each report required by Section XII-B of this Code shall be maintained for at least five years after the end of the fiscal year in which it was made, the first two years in an easily accessible place.

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XVIII.

SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES

The Adviser may establish, in its discretion, supplemental compliance and review procedures (the “Procedures”) that are in addition to those set forth in this Code in order to provide additional assurance that the purposes of this Code are fulfilled and/or assist the Adviser in the administration of this Code. The Procedures may be more, but shall not be less, restrictive than the provisions of this Code. The Procedures, and any amendments thereto, do not require the approval of the Board of Trustees of an Investment Company or other investment advisory clients.

Revision History

 

•

August 29, 2019 (Updated to reflect the name change of Standard & Poor’s Investment Advisory Services to GSAM Strategist Portfolios, LLC)

 

•

August 20, 2019 (Updated to specify additional GSAM related entities)

 

•

February 14, 2019 (Updated to add Goldman Sachs International)

 

•

January 10, 2018 (Minor corrections to fix typos, formatting adjustments)

 

•

April 28, 2017 (Updated to reflect Goldman Sachs & Co. LLC new legal entity name)

 

•

December 5, 2014 (Reviewed and re-approved without change)

 

•

February 6, 2012

 

•

November 17, 2010

 

•

January 15, 2010

 

•

May 12, 2009

 

•

January 23, 2007

 

•

June 15, 2006

 

•

February 23, 2005 (first web posting)

 

•

January 23, 1991 (original date)

EX-28.p.24

Jacobs Levy Equity Management, Inc.

Code of Ethics

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INTRODUCTION

 

I.

General

Jacobs Levy Equity Management, Inc. (“Jacobs Levy”) has adopted this Code of Ethics (the “Code”) for the purpose of establishing the standards of conduct and rules for staff regarding conflicts of interest, personal investing and other activities, and compliance with applicable law. The guidelines below are designed to prevent or manage circumstances that may lead to, or give the appearance of, conflicts of interest, abusive trading, or unethical business conduct and to ensure that high ethical standards are maintained by Jacobs Levy and its staff.

As a registered investment adviser and a fiduciary, Jacobs Levy owes an undivided duty of loyalty to the investment companies and other clients for which Jacobs Levy serves as investment manager, adviser, or sub-adviser. Jacobs Levy insists on strict adherence to fiduciary standards and compliance with all applicable federal and state securities laws. Adherence to this Code is a fundamental condition of employment with Jacobs Levy.

 

II.	Definitions

“CCO” means the Chief Compliance Officer of Jacobs Levy1.

“Client” means any person or entity for which Jacobs Levy serves as investment manager, adviser, or sub-adviser.

“Supervised Person” refers to a person who is a shareholder, officer, or employee of Jacobs Levy and includes any other person who provides investment advice on behalf of Jacobs Levy and is subject to Jacobs Levy’s supervision and control.

 

III.	Compliance Certification

Supervised Persons are required to certify at least annually that they: (i) have received, read, and understand the Code and recognize that they are subject to it, (ii) have complied with all the requirements of the Code during the calendar year, (iii) have reported or, if applicable, obtained approval for all personal securities transactions, gifts and business entertainment, and political contributions and activities pursuant to the requirements of this Code, and (iv) are not subject to certain disciplinary matters. New Supervised Persons will be required to certify they have received, read, and understand this Code upon commencement of employment with Jacobs Levy.

 

IV.	Reporting Violations of the Code and Statement and Sanctions

 

•

Supervised Persons subject to this Code who fail to comply with any of the policies or procedures described herein may also be violating the federal securities laws or other federal and state laws.

 

•

Any violation or suspected violation of this Code should be reported immediately to the CCO. Any Supervised Person reporting a suspected violation by another person in good faith will not be subject to reprisals for such reporting.

 

•

Upon determining that a violation has occurred, Jacobs Levy may impose on the relevant Supervised Person such sanctions as it deems appropriate, including, among other things, fines, censure, suspension, or termination of service.

 

1	References to CCO in this Policy will mean the CCO or a designee of the CCO.

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STANDARDS OF CONDUCT AND COMPLIANCE WITH LAWS

Jacobs Levy recognizes and respects its staff’s right to privacy concerning personal affairs. However, to ensure that we fulfill our legal and fiduciary obligations, Jacobs Levy requires Supervised Persons to (i) provide full and timely disclosure of any situation that could result in a conflict of interest or even the appearance of a conflict and (ii) comply with the restrictions and procedures set out in this Code.

Business Standards

To reinforce our commitment to high ethical standards, we have adopted the business conduct standards described below.

 

•

Supervised Persons must treat Clients fairly and act in good faith. This means, among other things, that Supervised Persons must never:

 

•

Defraud a Client in any manner;

 

•

Mislead a Client, including by making a statement that omits material facts;

 

•

Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client; or

 

•

Engage in any manipulative practice with respect to a Client or the securities markets, including price manipulation and rumor mongering.

 

•

Each Supervised Person must comply with all applicable federal and state securities laws.

 

•

If a relationship, arrangement, or interest arises which would put a Supervised Person in a position where he or she might be induced to act in a manner that is not in the best interest of a Jacobs Levy Client, the Supervised Person should disclose the nature of the conflict of interest to the CCO.

 

•

Supervised Persons must retain suppliers and vendors on behalf of Jacobs Levy and Clients based on quality, reliability, price, service, and other appropriate advantages.

 

•

Supervised Persons must not bribe, provide a “kickback” or similar remuneration, or consideration of any kind to any individual or organization or to any intermediaries such as agents, attorneys, or other consultants, for the purpose of influencing such individual or organization in obtaining or retaining business for, or directing business to, Jacobs Levy.

 

•

Supervised Persons must not improperly use the Jacobs Levy name, misrepresent their roles or positions at Jacobs Levy, or otherwise exploit the Jacobs Levy name or their relationship with Jacobs Levy for personal benefit.

Outside Activities

Supervised Persons are not permitted to serve on any board of directors or as trustees or in any other management or advisory capacity of any not-for-profit organization in the financial industry or any private or public for-profit company, in each case without prior written authorization from the CCO based upon a determination that such service would not be inconsistent with applicable law, the interests of any Client, or their responsibilities at Jacobs Levy. Supervised Persons are not required to obtain prior approval to serve in any capacity for a charitable or other not-for-profit organization unless (a) approval is specifically required under this policy or another firm policy or (b) such capacity involves advising on or making investment decisions with respect to securities that are subject to the firm’s Policy and Procedures Regarding Personal Investments set out in the next section of this Code. See also the Jacobs Levy Employment Handbook, Section 207. Best Efforts and Conflicting Business Activities Policy.

Adopted: March 2006

Revised: December 2011; January 2016

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STATEMENT OF POLICY AND PROCEDURES

REGARDING PERSONAL INVESTMENTS

 

I.

Purposes

 

(a)

This Statement of Policy and Procedures Regarding Personal Investments (the “Personal Investments Policy”) is an important part of our Code and is intended to comply with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Company Act”), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). These Rules require Jacobs Levy to adopt a code of ethics containing provisions reasonably necessary to prevent staff from engaging in certain conduct. Among other things, the Rules impose certain reporting and pre-clearance requirements regarding personal securities transactions by Supervised Persons. Jacobs Levy understands that each registered investment company that it sub-advises has adopted a code of ethics with respect to certain specified individuals of the investment companies. This Code and Statement is also intended to comply with the provisions of Rule 204-2 under the Advisers Act, which requires Jacobs Levy to maintain records of securities transactions in which certain of its personnel have any Beneficial Ownership.

 

(b)

This Personal Investments Policy is intended to ensure that the personal securities transactions of our Supervised Persons are conducted in accordance with the following principles:

 

(i)

A duty at all times to place first the interests of Clients;

 

(ii)

The requirement that all personal securities transactions be conducted consistent with this Personal Investments Policy 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 Jacobs Levy personnel not take inappropriate advantage of their positions.

 

(c)

In addition to the specific prohibitions on certain personal securities transactions as set forth below, all Supervised Persons are prohibited, in connection with the purchase or sale, directly or indirectly, by such persons of a security held or to be acquired by a Client, from:

 

(i)

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

 

(ii)

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

 

(iii)

Engaging in any manipulative practice with respect to any Client; or

 

(iv)

Revealing to any other person (except in the normal course of his or her duties on behalf of a Client) any information regarding securities transactions by any Client or the consideration by any Client or Jacobs Levy of any such securities transactions.

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II.	Definitions

The following definitions apply to this Personal Investments Policy in addition to the definitions contained elsewhere in this Code.

 

(a)

“Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a- 1(a)(2) of the Securities Exchange Act of 1934, as amended, and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a security. Note, a Supervised Person may beneficially own securities that are in the name of another person by virtue of his or her relationship with such other person or through an arrangement whereby he or she has a right to obtain title to the securities now or in the future. (See Personal Account definition in section II(e) below.)

 

(b)

“Covered Security” means a common stock, preferred stock, bond, or other security as defined in Section 2(a)(36) of the Company Act, and any derivative thereof, commodities, options or forward contracts.

The term Covered Securities does not include the following: (i) shares of open-end investment companies registered under the Company Act (i.e., mutual funds) that are not exchange-traded funds (ETFs) or Reportable Funds (as defined in section II(g) below); (ii) direct obligations of the Government of the United States; (iii) bankers’ acceptances; (iv) bank certificates of deposit; (v) commercial paper; (vi) high quality short-term debt instruments, including repurchase agreements; and (vii) shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies, none of which are Reportable Funds.

 

(c)

“House Accounts” refer to any internal partnerships, limited liability companies, series of limited liability companies, or separate accounts managed by Jacobs Levy, which are traded and allocated in accordance with the same policies and procedures that apply to Client accounts.

 

(d)

“Approved Managed Account” refers to a Personal Account (as defined in section II(e) below) with respect to which the Supervised Person (or account owner, if not the Supervised Person) has granted full investment discretion to a broker-dealer, investment manager or adviser, trust company or trustee, or bank and the Supervised Person (and the owner of the account, if not the Supervised Person) has no influence or control over the investment decisions being made for the account, including no ability to influence future specific transactions for the account.

 

(e)

“Personal Account”, except as set forth below, refers to any brokerage or investment account in which a Supervised Person has any Beneficial Ownership.

Common examples of Personal Accounts include brokerage or investment accounts maintained by or for:

 

(i)

The Supervised Person;

 

(ii)

The Supervised Person’s spouse (other than a legally separated or divorced spouse) or minor children;

 

(iii)

Any immediate family member of the Supervised Person who lives in his or her household. For purposes of this provision, the account of an adult child (above the age of 18) of a Supervised Person who lives in the Supervised Person’s household temporarily from time to time and for whom the Supervised Person does not provide primary financial support and whose financial affairs the Supervised Person does not control shall not be deemed a Personal Account of the Supervised Person, provided that the Supervised Person has no other financial or pecuniary interest in the account; and

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(iv)

Any person to whom the Supervised Person provides primary financial support, and (i) whose financial affairs the Supervised Person controls or (ii) for whom the Supervised Person provides discretionary investment advisory services.

Personal Accounts also include:

 

(i)

An investment vehicle (such as a private investment fund) in which the Supervised Person or a person enumerated above has a pecuniary interest;

 

(ii)

An investment account of an entity over which the Supervised Person or a person enumerated above exercises direct or indirect control or influence (such as a trust or estate of which the Supervised Person or a person enumerated above serves as Trustee); and

 

(iii)

A trust, estate, or other account in which the Supervised Person has a present or future interest in the income or principal.

For purposes of this Personal Investments Policy, “Personal Account” does not include the House Accounts.

 

(f)

“Purchase or Sale of a Covered Security” includes, among other things, buying, selling, or writing an option to purchase or sell a Covered Security, selling a Covered Security short or covering a short position in a Covered Security, and trading of any other derivative of a Covered Security.

 

(g)

“Reportable Funds” means any open-end investment company registered under the Company Act (i.e., mutual fund) for which Jacobs Levy serves as investment adviser or sub-adviser or whose investment adviser, sub-adviser, or principal underwriter controls Jacobs Levy, is controlled by Jacobs Levy, or is under common control with Jacobs Levy.

 

III.	Purchases and Sales of Covered Securities

It is the responsibility of each Supervised Person to ensure that a particular securities transaction being considered for a Personal Account is not subject to a restriction contained in this Personal Investments Policy or otherwise prohibited by any applicable laws.

The Purchase or Sale of a Covered Security for Personal Accounts may be effected only in accordance with the following provisions.

 

(a)

Pre-Clearance is Required. Supervised Persons are required to obtain the prior written approval of the CCO or designee in connection with the Purchase or Sale of a Covered Security, directly or indirectly, in which the Supervised Person has, or after such transaction would have, any Beneficial Ownership (i.e., a transaction for a Personal Account).

For the avoidance of doubt, initial public offerings (IPOs), privately-placed securities (such as an investment in a private company or private investment fund), and exchange- traded funds (ETFs) are required to be pre-cleared under this paragraph.

 

(b)

Process for Pre-Clearance Request. A request for pre-clearance must be made in writing in advance of the contemplated transaction. Supervised Persons are required to use the current Pre-Clearance Form, in substantially the form shown in Attachment A. Any approval given under this paragraph will remain in effect until the close of trading on the principal market on which the applicable Covered Security is traded on the date of approval (i.e., the trade must be executed on the same trading day approval is granted).

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In making a determination as to whether to approve a transaction, the CCO or designee (having no personal interest in the subject transaction) may approve the transaction if the CCO or designee concludes that the transaction is not likely to have any adverse economic impact on a Client or on its ability to purchase or sell Covered Securities of the same class or other Covered Securities of the issuer involved. When considering a pre- clearance request for an IPO or private placement, the CCO or designee will also consider whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to the individual by virtue of his or her position with Jacobs Levy.

 

(c)

Restriction on the Use of Jacobs Levy Broker. Supervised Persons are generally prohibited from executing or causing the execution of an investment transaction in a Personal Account with the same individual employee at a broker-dealer firm with whom Jacobs Levy executes trades for Client accounts.

 

(d)

Insider Trading. As a reminder, Supervised Persons are prohibited from engaging in any activity that is prohibited under the Jacobs Levy Insider Trading Policy. Under the Insider Trading Policy, Supervised Persons are, among other things, prohibited from trading in an issuer for themselves or others while in possession of material, non-public information related to that issuer or encouraging others to do so or trading in a security or instrument in advance of, or based upon knowledge of, a proprietary or Client trade order, or planned order.

 

IV.	Exempted Transactions

The requirements of Section III of this Personal Investments Policy do not apply to the:

 

(a)

Purchase or Sale of Covered Securities with respect to which a Supervised Person has (or by reason of such transaction would have) no Beneficial Ownership;

 

(b)

Purchase or Sale of Covered Securities that are non-volitional on the part of either a Supervised Person (including a corporate action, such as a spin-off, that accrues to all holders of the applicable security) or are pursuant to an Employee Stock Option Plan (ESOP) or automatic dividend reinvestment plan;

 

(c)

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

 

(d)

Purchase or Sale of Covered Securities effected for an Approved Managed Account.

The CCO has the authority to exempt any Supervised Person or transaction from any or all of the provisions of this Personal Investments Policy if the CCO determines that such exemption would not be harmful to Clients and would be consistent with applicable law and regulations; provided that only another Compliance Officer may exempt the CCO under this paragraph. The CCO (or other Compliance Officer, if applicable) will keep a record of any exemption granted under this paragraph, describing the circumstances and reasons for the exemption.

 

V.	Reporting Requirements

Each Supervised Person must report to the CCO information (described below) with respect to holdings and transactions in Covered Securities in which the Supervised Person has, or by reason of a transaction acquires, any direct or indirect Beneficial Ownership (i.e., holdings and transactions in a Personal Account). The reporting requirements described in this section do not apply to Approved Managed Accounts or any account that has been granted a specific exception by the CCO. Supervised Persons are required to use the standard Jacobs Levy forms to report the information required under this section, unless an exception is granted.

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(a)

Initial Holding Reports. No later than ten (10) days after a Supervised Person becomes subject to this Personal Investments Policy, he or she 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):

 

(i)

the title, number of shares and principal amount of each Covered Security (whether or not publicly traded) in which the Supervised Person has any direct or indirect Beneficial Ownership (i.e., holdings in all Personal Accounts);

 

(ii)

the name of any broker, dealer, bank, or financial institution with whom the Supervised Person maintains an account in which any securities were held for the Supervised Person’s direct or indirect benefit; and

 

(iii)

the date that the report is submitted.

 

(b)

Quarterly Transaction Reports. No later than ten (10) business days after the end of a calendar quarter (or other date specified by the CCO), each Supervised Person 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 Supervised Person has, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership (i.e., transactions in Personal Accounts):

 

(1)

the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each 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, bank, or financial institution 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 Supervised Person in which any securities (whether or not publicly traded) were held during the quarter for the Supervised Person’s direct or indirect benefit (i.e., any new Personal Account):

 

(1)

the name of the broker, dealer, bank, or financial institution with whom the account was established;

 

(2)

the date the account was established; and

 

(3)

the date that the report is submitted.

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(c)

Annual Holdings Reports. Annually, by February 1 of each year, all Supervised Persons must report the following information (which information must be current as of a date no more than forty-five (45) days before the report is submitted):

 

(i)

the title, number of shares and principal amount of each Covered Security (whether or not publicly traded) in which the Supervised Person had any direct or indirect Beneficial Ownership (i.e., securities holdings in Personal Accounts);

 

(ii)

the name of any broker, dealer, bank, or financial institution with whom the Supervised Person maintains 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.

 

(d)

Alternative Reporting. Supervised Persons may submit, or the CCO may require the submission of, duplicate broker trade confirmations and account statements to satisfy the quarterly reporting requirements of section V(b) above so long as (i) the confirmation or statement includes the information set forth in section V(b) and (ii) the CCO receives the confirmation or statement no later than ten (10) business days (or such other date designated by the CCO) after the end of the applicable calendar quarter.

Supervised Persons are responsible for separately reporting transactions that are not held in a traditional account and do not appear on brokerage statements. Such transactions are most commonly transactions in private placements that are not executed through or held in an account with a broker-dealer (such as an interest in a private company or a private investment fund).

 

(e)

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.

 

(f)

Certifications; Additional Information. The CCO may request certifications and documentation from Supervised Persons or third parties to support the information reported by Supervised Persons in accordance with this Personal Investments Policy or for purposes of compliance testing. This may include the requirement for a Supervised Persons to submit a holdings or transaction report related to his or her Approved Managed Account(s).

 

VI.	Chief Compliance Officer

 

(a)

Duties of CCO. The CCO will:

 

(i)

review all securities transactions and holdings and transactions reports and maintain the names of persons responsible for reviewing these reports;

 

(ii)

identify all persons subject to this Personal Investments Policy who are required to make these reports and promptly inform each person of the requirements of this Policy;

 

(iii)

maintain a signed acknowledgement by each person who is then subject to this Personal Investments Policy; and

 

(iv)

inform Supervised Persons of their requirements to obtain prior written approval from the CCO as provided in this Personal Investments Policy.

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(b)

Required Records. The CCO will maintain and cause to be maintained:

 

(i)

a copy of any code of ethics adopted by Jacobs Levy 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 and certifications made by any Supervised Person as required by this Personal Investments Policy 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 (5) years have been, required to make reports, or who were responsible for reviewing these reports pursuant to any code of ethics adopted by Jacobs Levy in an easily accessible place;

 

(v)

a record of any requests for pre-clearance and the approvals for at least five (5) years after the end of the fiscal year in which the approval is granted.

 

(c)

Submissions to a Reportable Fund’s Board. The CCO will annually prepare a written report to each Reportable Fund that:

 

(i)

describes any issues under this Personal Investments Policy or its procedures since the last report to the Reportable Fund, including, but not limited to, information about material violations of the Policy or procedures and sanctions imposed in response to the material violations; and

 

(ii)

certifies that Jacobs Levy has adopted procedures reasonably necessary to prevent its Supervised Persons from violating this Personal Investments Policy.

Adopted: March 2006

Revised: December 2011; January 2016

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GIFTS AND BUSINESS ENTERTAINMENT POLICY

 

I.	Gifts and Business Entertainment Policy.

In order to address conflicts of interest that may arise when a staff member accepts or gives a gift, favor, special accommodation, or other items of value, Jacobs Levy places restrictions on gifts and business entertainment. As a general matter, gifts and business entertainment must be reasonable in cost and frequency, appropriate as to time and place, not influence the recipient, and not be intended as a bribe, kickback, or payoff. Below are specific restrictions and procedures that staff are required to follow when giving or receiving gifts and business entertainment in the course of their duties at the firm.

The policies and procedures described below do not apply to anything given or received to or from a person with whom the staff member has a bona fide personal or social relationship and is provided in connection with that relationship. Note, a staff member is obligated to disclose to the CCO or a Principal if he or she has a bona fide personal or social relationship with a vendor/service provider or a representative of a vendor/service provider if the staff member is responsible for the relationship with the vendor/service provider.

 

II.	Definitions

 

(a)

“Business Entertainment” refers to business gratuities or entertainment, such as meals, refreshments, sporting events, concerts, etc., at which the person providing the gratuity or entertainment is present. Note that if the person providing the gratuity or entertainment is not present, then it is considered a Gift (and the Gift procedures apply) rather than Business Entertainment.

 

(b)

“Gifts” include, but are not limited to, candy, wine, fruit baskets, flowers, event tickets, services, and other items of value.

 

(c)

“G&E” refers generally to Gifts and Business Entertainment covered under this Policy.

 

III.	Procedures for Receiving or Giving Gifts

 

(a)

Receiving a Gift of $100 or More Requires Prior Approval. Supervised Persons are not permitted to accept from any person or entity that does business with or is seeking to do business with or on behalf of Jacobs Levy any Gift that alone, or when aggregated with all other G&E received by the Supervised Person from the same person or entity in the same calendar year, has an estimated value of $100 or more, without the written approval of the CCO.

 

(b)

Giving a Gift (Other Than to a Governmental Official) of $100 or More Requires Prior Approval. Supervised Persons are not permitted to give or offer any Gift of $100 or more, individually or in the aggregate in any calendar year, to an existing or prospective Client or any entity that does business with or is seeking to do business with or on behalf of Jacobs Levy, without the prior written approval of the CCO.

 

(c)

Giving a Gift to a “Governmental Official” Requires Prior Approval. Supervised Persons are required to obtain prior written approval for any Gift to a “governmental official,” regardless of its value. A “governmental official” includes any officer, employee, representative, or person acting on behalf of a U.S. (federal, state, or local) or non-U.S. government, government-owned or controlled entity or business, public international organization, political party, political party official, or candidate for political office.

Note, personal political contribution and fundraising activities are governed by the Jacobs Levy Political Contribution and Activities Policy contained in this Code.

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(d)

All Gifts Must be Reported. Supervised Persons are required to report all Gifts, regardless of the value, to the CCO. Gifts for which pre-approval is required are considered to have been reported upon the submission of the approval request.

 

(e)

Denials. If a request to accept a Gift is denied, the Supervised Person may be required to return the Gift received, donate the Gift to charity, or repay the expense for a Gift that cannot be returned or donated.

 

(f)

Requirement to Share Certain Gifts. Gifts of food, such as fruit baskets or holiday chocolates, received by a Supervised Person should be reported to the CCO and then given to the Receptionist to be placed in the kitchen for all staff to share and will generally not be considered a Gift provided to the particular person who received it.

 

(g)

Solicited Gifts are Prohibited. Supervised Persons are not permitted to use his or her position with Jacobs Levy to solicit Gifts from an existing or prospective Client, supplier, service provider, person to whom the Supervised Person refers business, or any other entity with which Jacobs Levy does or is seeking to do business.

 

(h)

Cash Gifts are Prohibited. Supervised Persons are not permitted to give or accept cash gifts or cash equivalents to or from an existing or prospective Client, supplier, service provider, person to whom the Supervised Person refers business, or any other entity with which Jacobs Levy does or is seeking to do business.

 

(i)

Gifts of Promotional Items are Excluded. Promotional items of nominal value, such as pens, mugs, bags, and sweatshirts with a logo, are generally excluded from this Policy.

 

IV.	Procedures Relating to Business Entertainment

 

(a)

Business Entertainment Given or Received Requires Prior Approval. With the prior approval of the CCO, Supervised Persons are permitted to provide or accept Business Entertainment of reasonable value, if the person or entity providing the entertainment is present and there is a bona fide business purpose for the event. If it is not practical to obtain prior approval, then such event must be reported to the CCO as soon as practical after such event.

 

(b)

Extravagant Business Entertainment is Prohibited. Supervised Persons are prohibited from providing or accepting extravagant or excessive Business Entertainment to or from an existing or prospective Client, supplier, service provider, person to whom the Supervised Person refers business, or any other entity with which Jacobs Levy does or is seeking to do business.

 

(c)

Vendor Meals at JLEM Offices. Supervised Persons are generally not permitted to accept a meal provided by a broker or other vendor in the business offices of Jacobs Levy.

 

V.	Reporting/Recordkeeping

In addition to the approval and reporting requirements, Supervised Persons may be asked to report previously unreported or prospective G&E on a periodic basis.

The CCO will maintain a log of any G&E approved or otherwise reported in accordance with this Policy.

Adopted: March 2006

Revised: January 2016

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POLITICAL CONTRIBUTIONS AND ACTIVITIES POLICY

 

I.

Purpose

Jacobs Levy strictly prohibits staff from making contributions to politically connected individuals or entities with the intention of influencing such individuals or entities for business purposes. In addition, certain “pay to-play” laws and regulations have been adopted requiring the disclosure of political contributions to incumbents in public office, candidates for public office, political action committees, and political parties by employees of investment management firms that manage, or seek to manage, public money. In order to avoid any appearance of a conflict of interest, some states, including New Jersey, prohibit investment managers, whose employees have made political contributions to state or local officials or candidates, from managing money for the state or its subdivisions. Federal pay-to-play laws also impose restrictions on certain political fundraising activities by employees of investment management firms. To ensure compliance with these laws, Jacobs Levy has adopted the procedures described below.

 

II.	Pre-Approval and Restrictions

 

(a)

Political Contributions Require Pre-Approval. In order to comply with applicable pay-to- play rules, any intended contribution by a Supervised Person, his or her spouse, or any immediate family member living in the same household and to whom the Supervised Person provides material financial support, to any of the following persons or organizations must be pre-approved by the CCO:

 

•

An incumbent in public office or candidate (or successful candidate) for public office of any “government entity”2 (i.e., any state, local, or non-U.S. government);

 

•

A political action committee (PAC); or

 

•

A national political party or a political party of a state or political subdivision thereof.

Note: A contribution to a candidate for federal office is not required to be pre-cleared unless such person is an incumbent of a state or local public office. For example, a contribution to the presidential campaign of a sitting state governor must be pre-cleared.

 

(b)

Certain Fundraising Activities Require Pre-Approval.

Pay-to-play laws prohibit certain fundraising activities, including soliciting or coordinating (i.e., collecting or forwarding): (i) political contributions from any person or political action committee (within or outside of Jacobs Levy) for a state or local office or race or (ii) payments for a political party.

If a Supervised Person or his or her spouse or immediate family member covered under this Policy wishes to engage in fundraising activities, the Supervised Person should notify the CCO, who will be responsible for making a determination whether the activities present an issue under applicable laws, rules, and regulations.

 

(c)

Less Obvious Examples Requiring Pre-approval. The law defines “contribution” broadly to include: (i) a monetary gift, (ii) a subscription or loan, (iii) an advance, (iv) a deposit of money, (v) payment to satisfy debts incurred in connection with an election, (vi) payments for transitional expenses or inaugural expenses of a successful candidate for state or local office or an unsuccessful candidate that at the time of the payments is a state or

² Government entity means any U.S. State or non-U.S. government or any political subdivision of either, including any agency, authority, or instrumentality of the U.S. State, non-U.S. government or political subdivision, a plan, program or pool of assets sponsored or established by the U.S. State, non-U.S. government or political subdivision or any agency, authority or instrumentality thereof; and officers, agents, or employees of the U.S. State, non-U.S. government or political subdivision or agency, authority or instrumentality thereof, acting in their official capacity. local official, and (vii) anything of value. Activities that could constitute “fundraising” are equally broad and may occur at a formal event organized and classified as a fundraiser for a particular candidate or on an unplanned basis in an informal setting.

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Below are examples of some less obvious activities that would require pre-approval:

 

•

Attending a campaign event that requires or involves a cash or a non-cash donation; or

 

•

Hosting, sponsoring or organizing an event for an incumbent or candidate (such as a meet and greet dinner at a restaurant or a personal residence); or

 

•

Donating resources or facilities to an incumbent or candidate, such as use of a conference room, office computers, or personal residence; or

 

•

Assuming a role with an organization (such as a director on a board) that regularly engages in political fundraising and endorses state and/or local candidates for office; or

 

•

Volunteering for a political campaign.

 

(d)

Exceptions for 501(c)(4) Organizations. 501(c)(4) organizations, which are operated exclusively for the promotion of “social welfare”, such as civics and civics issues, are not covered under this Policy. Therefore, contributions to such organizations are not required to be pre-approved by the CCO.

Note: A 501(c)(4) may have an affiliated PAC. A proposed contribution to the 501(c)(4)’s affiliated PAC is not within this exception and must be pre-approved consistent with the procedures described above.

 

(e)

Supervised Persons are Prohibited from Circumventing this Policy or Improperly Influencing a Public Official. Under no circumstances may a Supervised Person circumvent this Policy by indirectly making a political contribution or engaging in fundraising through his or her advisors, family members, or any other persons affiliated with the Supervised Person. In addition to the specific prohibitions set forth above, Supervised Persons are prohibited from engaging in any activity, whether or not listed above, that is for the purpose of improperly influencing a public official or candidate to obtain or retain Jacobs Levy’s engagement as an investment adviser for a public plan client.

 

III.	Approvals/Reporting/Recordkeeping

Supervised Persons should seek pre-approval for political contributions using the attached Political Contribution Pre-Clearance Form, Attachment B. Such contributions will typically be approved absent special circumstances, such as if (i) there is an actual or potential conflict of interest, or any appearance of a conflict of interest, (ii) the contribution is prohibited by law or regulation, or (iii) the contribution could prevent Jacobs Levy from accepting an engagement to manage money for a potential client.

To the extent practicable, the CCO will seek to protect the confidentiality of all information regarding the proposed contribution and activities. Note that Jacobs Levy may be required to disclose publicly certain information about political contributions, including the name of the contributor and the recipient, and the date and amount of the contribution. Supervised Persons may be asked to certify on a periodic basis that they have complied with this Policy. The CCO will maintain a record of all pre-approval requests.

Adopted: December 2010

Revised: January 2016

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ATTACHMENT A

PRECLEARANCE FORM

FOR TRANSACTIONS IN PERSONAL ACCOUNTS

This Preclearance Form must be completed prior to engaging in any personal transaction covered by the Jacobs Levy Code of Ethics.

Investment Information

Issuer (Name and Ticker or Other Identifier):                                                        

Asset Class (please check):

 

Common Equity				ETF/Closed End Fund				Muni Bond
Preferred Equity				Corp. Bond				Other

Equity/ETF/Closed End Fund Investments:

Number of Shares                                                         

Debt Investments:

Face Amount                                  Interest Rate                                   Maturity Date                                

Transaction Information

Transaction Type (please check):

 

Purchase

Sale

Short Sale

Short Cover

 

 

QUESTION (please complete)		YES		NO
Is the investment a security on the “Restricted Security” List?
Is the investment an initial public offering?
Is the investment a private placement or investment opportunity of limited availability?

Representation and Signature

By executing this form, I represent that the information contained herein is accurate and complete and that my trading in this investment is not based on any material nonpublic information. I understand that preclearance will only be in effect until the closing time on the principal market on which the security is traded on the date of the Chief Compliance Officer’s (or designee’s) signature.

 

Name (please print)
Signature				Date

Disposition of Preclearance Request

 

Approved:				Reviewing Compliance Officer:
Denied:				Date:

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ATTACHMENT B

POLITICAL

CONTRIBUTION

PRE-CLEARANCE

FORM

It is each staff member’s responsibility to ensure that all contributions comply with applicable state, local and non-U.S. laws, rules and regulations, including contribution limits imposed by such laws, rules, and regulations.

Name of Staff Member:     

 

 

Name of Incumbent, Candidate, Political Action Committee or Political Party:

 

 

Name of person making the contribution (if other than the staff member):

 

 

Office held by the Incumbent and/or sought by the Candidate (if applicable):

 

 

Proposed contribution amount (dollar value):     

 

 

 

Date:		Signature of Staff Member:

 

************************************************************************************************************************

Compliance Officer Use Only

            Approved                                          Not

Approved Person Approving:                                                

Date:                     

Notes: